<PAGE>





                                                                    EXHIBIT 4(s)

                                January 15, 2004

Jordan Industries, Inc.
Arbor Lake Centre, Suite 550
1751 Lake Cook Road
Deerfield, Illinois 60015

Ladies and Gentlemen:

                  This letter agreement (this "Agreement") supplements the
engagement letter dated January 15, 2004 (the "Engagement Letter") between
Jordan Industries, Inc., an Illinois corporation (the "Parent," and together
with its consolidated subsidiaries, the "Company"), and Jefferies & Co., Inc.
("Jefferies"). The Parent, together with (i) JII Holdings, LLC, a Delaware
limited liability company ("JII Holdings"), its direct wholly-owned subsidiary,
and (ii) JII Holdings Finance Corporation, a Delaware corporation ("JII Finance"
and together with JII Holdings, the "Issuers"), JII Holdings' direct
wholly-owned subsidiary, propose to make an exchange offer (the "Exchange
Offer") to holders (the "Holders") of Parent's 10 3/8% Senior Notes due 2007
(the "Existing Securities") in reliance on the exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The Existing Securities are to be exchanged pursuant to the
terms set forth in the Offering Memorandum/Consent Solicitation Statement dated
as of January 14, 2004 (the "Offering Memorandum") for 13% Senior Secured Notes
due 2007 (the "New Secured Notes") to be issued by the Issuers. The Exchange
Offer and each exhibit thereto, including, without limitation, the Offering
Memorandum, the consent and letter of transmittal, the letter to Holders, if
any, and each amendment or supplement to each of the foregoing, each document
incorporated by reference in any of the foregoing, and any other materials
delivered to Holders by or on behalf of the Company in connection with the
Exchange Offer, are referred to herein collectively as the "Exchange Offer
Materials."

                  The New Secured Notes shall initially be unconditionally
guaranteed by Parent (the "Parent Guarantee"). Within 18 months of the
consummation of the Exchange Offer, the New Secured Notes shall also be
guaranteed by JII Holdings' Domestic Restricted Subsidiaries (as defined in the
Offering Memorandum) other than Immaterial Subsidiaries, JII Finance and any
Receivables Subsidiaries (as such terms are defined in the Offering Memorandum)
(the "Subsidiary Guarantees"). Each of the Parent Guarantee and the Subsidiary
Guarantees will be subordinated to the Senior Debt (as defined in the Offering
Memorandum) of Parent and the Subsidiary Guarantors (as defined in the Offering
Memorandum). If, for any reason, JII Holdings fails to provide for the
Subsidiary Guarantees to be issued, executed and delivered (i) on or prior to
the first anniversary of the consummation of the Exchange Offer, the interest
rate on the New Secured Notes will be increased by 1%, effective as of such date
and (ii) on or prior to the date that is 18 months after the consummation of the
Exchange Offer, the interest rate on the New Secured Notes will be increased by
an additional 0.5%, effective as of such date; provided that any increase in the
interest rate on the New Secured Notes under clauses (i) and (ii) above shall no
longer be effective from the date, if any, on which JII Holdings subsequently
provides the Subsidiary Guarantees from the Subsidiary Guarantors. The New
Secured Notes will be secured on a second lien priority basis by security
interests in the assets of JII Holdings and the Restricted Subsidiaries (as
defined in the Offering Memorandum) that secure the Priority Lien Obligations
(as defined in the Offering Memorandum), subject to the exceptions set forth in
the Offering Memorandum. The New Secured Notes and the Parent Guarantee are
referred to herein collectively as the "New Securities." Capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the

<PAGE>

Offering Memorandum. The parties hereto agree that the Engagement Letter as
supplemented hereby shall remain in full force and effect.

1.   Indemnity. For purposes of clarification, the parties hereto agree that the
     indemnification obligations of the Company contained in Section 7 of the
     Engagement Letter, as incorporated therein by reference to Schedule A
     attached thereto, shall include the obligation to indemnify for any losses,
     claims, damages, liabilities and expenses (a) in connection with, arising
     out of or based upon any untrue statement or alleged untrue statement of a
     material fact contained in the Exchange Offer Materials or in any other
     material used by the Company, or authorized by the Company for use in
     connection with the Exchange Offer or the transactions contemplated
     thereby, or arising out of or based upon the omission or alleged omission
     to state in any such document a material fact required to be stated therein
     or necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading (in each case, other than any
     untrue statement or alleged untrue statement in, or omission or alleged
     omission from, information relating to Jefferies furnished to the Company
     in writing by or on behalf of Jefferies expressly for use in the Offering
     Materials), and (b) arising out of the breach or alleged breach by the
     Company of any representation, warranty or covenant set forth in this
     Agreement.

2.   Representations, Warranties and Covenants of the Company. Parent, the
     Issuers and each of the Subsidiary Guarantors (collectively, the "Company
     Parties"), jointly and severally, hereby represent and warrant to Jefferies
     that at the date the Exchange Offer Materials are first mailed or given to
     Holders of the Existing Securities (the "Commencement Date") and at the
     date the Exchange Offer is consummated (the "Closing Date"):

          (a)  Each Company Party has been (or will be prior to the Closing
               Date) duly incorporated or organized, as the case may be, and is
               (or will be prior to the Closing Date) validly existing and in
               good standing under the laws of the jurisdiction of its
               incorporation or organization, as the case may be, and is (or
               will be prior to the Closing Date) duly qualified to transact
               business and is (or will be prior to the Closing Date) in good
               standing in each jurisdiction in which the conduct of its
               businesses or the ownership or leasing of its property requires
               such qualification, except to the extent that the failure to be
               so qualified or to be in good standing, considering all such
               cases in the aggregate, would not reasonably be expected to have
               a material adverse effect on the business, properties, financial
               position or results of operations of the Company taken as a whole
               (a "Company Material Adverse Effect").

          (b)  Each Company Party will have on or prior to the Closing Date full
               corporate or other organizational power and authority to take and
               has duly taken (or will take on or prior to the Closing Date) all
               necessary corporate or other organizational action to authorize
               the Exchange Offer, the distribution of the Exchange Offer
               Materials and the execution, delivery and performance of the
               Engagement Letter and this Agreement, as applicable, and each of
               the Engagement Letter and this Agreement has been duly executed
               and delivered by each Company Party other than the Issuers (who
               will promptly execute and deliver this Agreement once they are
               formed) and, assuming the due authorization, execution and
               delivery of the Engagement Letter and this Agreement by
               Jefferies, each is a legal, valid and binding obligation of each
               Company Party.

          (c)  Prior to the Closing Date, all of the issued and outstanding
               membership interests and common stock of JII Holdings and JII
               Finance, respectively, will be duly authorized, validly issued,
               fully paid and non-assessable and owned by Parent and JII
               Holdings, respectively, free and clear of any security interest,
               pledge, lien, encumbrance or claim.

                                       2

<PAGE>

               The outstanding shares of capital stock of each Subsidiary
               Guarantor have been duly authorized by all necessary corporate
               action on the part of such Subsidiary Guarantor, are validly
               issued, fully paid and non-assessable; and, except as described
               in the Offering Memorandum, all of the capital stock of each such
               Subsidiary Guarantor is owned by Parent, directly or indirectly
               through wholly-owned direct or indirect subsidiaries of Parent,
               and, except for liens securing the Loan and Security Agreement,
               dated as of August 16, 2001, among JII LLC, Congress Financial
               Corporation (Central) and First Union National Bank, as amended,
               is owned free from all liens, encumbrances and defects.

          (d)  There are no preemptive rights or other rights to subscribe for
               or to purchase, or any restriction on the voting or transfer of,
               any shares of capital stock of Parent, and, as of the Closing
               Date, JII Holdings or JII Finance. Neither the offering and sale
               of the New Securities nor the issuance of the Subsidiary
               Guarantees gives rise to any rights for or relating to the
               registration or offering of any shares of capital stock or other
               securities of Parent, JII Holdings or JII Finance.

          (e)  Parent is not now, nor, after the Exchange Offer, will Parent or
               the Issuers be, an "investment company" or a company "controlled
               by" an "investment company" within the meaning of the Investment
               Company Act of 1940, as amended.

          (f)  The Exchange Offer and the Exchange Offer Materials comply in all
               material respects with the Securities Act, the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and the
               Trust Indenture Act of 1939, as amended (the "TIA"), and, in each
               case, the applicable rules and regulations of the Securities and
               Exchange Commission (the "Commission") thereunder, and none of
               the Exchange Offer Materials and no other report, filing,
               document, release or communication published by or on behalf of
               the Company in connection with the Exchange Offer will contain
               any untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to make
               the statements made therein, in light of the circumstances under
               which they were made, not misleading, and this representation
               shall remain true throughout the continuance of the Exchange
               Offer.

          (g)  The Exchange Offer, the issuance of the New Securities, the
               Subsidiary Guarantees, if and when issued, and the Exchange
               Securities (as defined in the Offering Memorandum), the
               consummation of the transactions contemplated by the Exchange
               Offer Materials and the execution, delivery and performance of
               the Engagement Letter, this Agreement, the New Securities and the
               Subsidiary Guarantees, if and when issued, by the Company
               Parties, as applicable, comply and will comply in all material
               respects with all applicable requirements of Federal, state,
               local and foreign law, including, without limitation, any
               applicable regulations of the Commission or any governmental
               agency ("Other Agency"), and all applicable judgments, orders or
               decrees; and no consent, authorization, approval, order,
               exemption, registration, qualification or other action of, or
               filing with or notice to, the Commission or Other Agency is
               required in connection with the execution, delivery and
               performance of the Engagement Letter, this Agreement, the New
               Securities and the Subsidiary Guarantees, if and when issued, by
               the Company Parties, as applicable, the making or consummation by
               Parent and the Issuers of the Exchange Offer, the issuance by the
               Company Parties, as applicable, of the New Securities, the
               Subsidiary Guarantees, if and when issued, and the Exchange
               Securities or the consummation of the other transactions
               contemplated by the Engagement Letter, this Agreement or the
               Exchange Offer Materials, other than filings with the Commission
               in connection with registration of

                                       3

<PAGE>

               the Exchange Securities. All such required consents,
               authorizations, approvals, orders, exemptions, registrations,
               qualifications and other actions of and filings with and notices
               to the Commission and the Other Agencies will have been obtained,
               taken or made, as the case may be, and all statutory or
               regulatory waiting periods will have elapsed, prior to the
               acceptance of any Existing Securities pursuant to the Exchange
               Offer.

          (h)  The Exchange Offer, the issuance of the New Securities, the
               Subsidiary Guarantees, if and when issued, and the Exchange
               Securities, the consummation of the transactions contemplated by
               the Exchange Offer Materials and the execution, delivery and
               performance of the Engagement Letter, this Agreement, the New
               Securities and the Subsidiary Guarantees, if and when issued, by
               the Company Parties, as applicable, do not and will not (a)
               conflict with or result in a violation of any of the provisions
               of the certificate of incorporation or by-laws (or similar
               organizational document) of Parent, JII Holdings, JII Finance or
               any of the Subsidiary Guarantors, (b) conflict with or violate
               any law, rule, regulation, order, judgment or decree applicable
               to any Company Party or by which any property or asset of any
               Company Party or any of their subsidiaries is or may be bound or
               (c) result in a breach of any of the terms or provisions of, or
               constitute a default (with or without due notice and/or lapse of
               time) under, any loan, credit agreement, indenture, mortgage,
               note or material other agreement or instrument to which any
               Company Party or any of their subsidiaries is a party or by which
               any of them or any of their respective properties or assets is or
               may be bound (other than with respect to those financial
               instruments and material agreements involving an amount less than
               $2,000,000 in the aggregate over the term of such financial
               instrument or material agreement), except in the case of clause
               (b) above, for such conflicts or violations that would not be
               reasonably expected to have a Company Material Adverse Effect.

          (i)  Except as expressly disclosed in the Exchange Offer Materials, no
               stop order, restraining order or denial of an application for
               approval has been issued and no investigation, proceeding or
               litigation has been commenced or, to the best of the Company's
               knowledge, after due inquiry, threatened before the Commission or
               any Other Agency with respect to the making or consummation of
               the Exchange Offer or the consummation of the other transactions
               contemplated by the Engagement Letter, this Agreement, the
               Guarantees or the Exchange Offer Materials, or with respect to
               the ownership of Existing Securities by the Company.

          (j)  On or prior to the Closing Date, the New Secured Notes and the
               indenture pertaining thereto (the "Indenture") will be duly and
               validly authorized by all necessary corporate or other
               organizational action, as applicable, of the Issuers. When the
               New Secured Notes have been (i) authenticated by the trustee and
               (ii) issued, executed and delivered by the Issuers in accordance
               with the Indenture, the New Secured Notes and the Indenture will
               (x) constitute legal, valid and binding obligations of the
               Issuers, enforceable against Issuers in accordance with their
               terms (and, in the case of the New Secured Notes, entitled to the
               benefits of the Indenture) (except as enforcement thereof may be
               limited by (1) bankruptcy, insolvency, reorganization, moratorium
               and other laws now or hereafter in effect relating to creditors'
               rights generally and (2) general principles of equity) and (y)
               conform to the descriptions thereof in the Exchange Offer
               Materials. The Indenture will meet the requirements for
               qualification of indentures set forth in the TIA.

          (k)  On or prior to the Closing Date, the Parent Guarantee of the New
               Secured Notes and the Indenture will be duly and validly
               authorized by all necessary corporate action of Parent. When (i)
               the New Secured Notes have been authenticated by the trustee and
               (ii) the Parent

                                       4

<PAGE>

               Guarantee has been issued, executed and delivered by Parent in
               accordance with the Indenture, the Parent Guarantee and the
               Indenture will (x) constitute legal, valid and binding
               obligations of Parent, enforceable against Parent in accordance
               with their terms (except as enforcement thereof may be limited by
               (1) bankruptcy, insolvency, reorganization, moratorium and other
               laws now or hereafter in effect relating to creditors' rights
               generally and (2) general principles of equity) and (y) conform
               to the descriptions thereof in the Exchange Offer Materials.

          (l)  On or prior to the Closing Date, the Subsidiary Guarantees of the
               New Secured Notes by each of the Subsidiary Guarantors and the
               Indenture will be duly and validly authorized by all necessary
               corporate or other organizational action, as applicable, of each
               Subsidiary Guarantor. When (i) the New Secured Notes have been
               authenticated by the trustee and (ii) the Subsidiary Guarantees
               have been issued, executed and delivered by each of the
               Subsidiary Guarantors in accordance with the Indenture, the
               Subsidiary Guarantees and the Indenture will (x) constitute
               legal, valid and binding obligations of each Subsidiary
               Guarantor, enforceable against each Subsidiary Guarantor in
               accordance with their terms (except as enforcement thereof may be
               limited by (1) bankruptcy, insolvency, reorganization, moratorium
               and other laws now or hereafter in effect relating to creditors'
               rights generally and (2) general principles of equity) and (y)
               conform to the descriptions thereof in the Exchange Offer
               Materials.

          (m)  When (i) the Exchange Securities have been authenticated by the
               trustee and (ii) the Exchange Securities and the guarantees of
               Parent and the Subsidiary Guarantors on the Exchange Securities
               have been issued, executed and delivered by the applicable
               Company Parties in accordance with the Indenture, the Exchange
               Securities and the guarantees of Parent and Subsidiary Guarantors
               on the Exchange Securities will (x) constitute legal, valid and
               binding obligations of the applicable Company Parties,
               enforceable against such Company Parties in accordance with their
               terms (and, in the case of the Exchange Securities, entitled to
               the benefits of the applicable Indenture) (except as enforcement
               thereof may be limited by (1) bankruptcy, insolvency,
               reorganization, moratorium and other laws now or hereafter in
               effect relating to creditors' rights generally and (2) general
               principles of equity) and (y) conform to the descriptions thereof
               in the Exchange Offer Materials.

          (n)  Other than as provided herein and in the Engagement Letter, no
               broker, investment banker, finder or other person has been
               retained by or authorized to act on behalf of any Company Party
               in connection with the transactions contemplated hereby. The
               Company Parties will conduct the Exchange Offer in a manner that
               satisfies the requirements of the exemption provided in Section
               4(2) of the Securities Act from the registration requirements of
               the Securities Act.

          (o)  The accountants who certified the financial statements of Company
               included or incorporated by reference in the Offering Memorandum
               are independent public accountants as required by the Exchange
               Act.

          (p)  The financial information included in or incorporated by
               reference in the Offering Memorandum present fairly in all
               material respects the financial position of the Company as of the
               dates indicated and the results of operations of the Company for
               the periods specified; said financial information has been
               prepared in conformity with generally accepted accounting
               principles United States applied on a consistent basis.

                                       5

<PAGE>

          (q)  Based on the knowledge of the chief executive officer and the
               controller of Parent, (i) the Annual Report on Form 10-K for the
               year ended December 31, 2002 and the Quarterly Report on Form
               10-Q for the fiscal quarters ended March 31, 2003, June 30, 2003
               and September 30, 2003 (each a "Report", and together, the
               "Reports"), fully comply with the requirements of Section 13(a)
               or 15(d) of the Exchange Act; and (ii) the financial statements
               and other information contained in each Report fairly presents,
               in all material respects, the financial condition and results of
               operations of the Company as of the date of filing with the
               Commission.

          (r)  The chief executive officer and the controller of Parent are
               responsible for establishing and maintaining disclosure controls
               and procedures (as defined in Rules 13a-14 and 15d-14 of the
               Rules and Regulations under the Exchange Act) for the Company and
               have (i) designed such disclosure controls and procedures, or
               caused such disclosure controls and procedures to be designed
               under their supervision, to ensure that material information
               relating to the Company is made known to the chief executive
               officer and chief financial officer by others within the Company
               during the period covered by such Reports, (ii) evaluated the
               effectiveness of the Company's disclosure controls and procedures
               as of the end of the period (the "Evaluation Date") covered by
               such Report, and (iii) presented in each Report their conclusions
               about the effectiveness of the disclosure controls and procedures
               based on their evaluation as of the Evaluation Date. The chief
               executive officer and chief financial officer of the Company have
               disclosed, based upon their evaluation as of the Evaluation Date,
               to the Company's auditors and the Audit Committee of the
               Company's Board of Directors (or persons performing equivalent
               function) (i) all significant deficiencies and material
               weaknesses in the design or operation of internal controls which
               are reasonably likely to adversely affect the Company's ability
               to record, process, summarize and report financial data, and (ii)
               any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls over financial reporting. The chief executive
               officer and chief financial officer have indicated in each Report
               whether or not there were significant changes in internal
               controls or in other factors that could significantly affect
               internal controls subsequent to the Evaluation Date, including
               any corrective actions with regard to significant deficiencies
               and material weaknesses.

3.   Opinion of Company's Counsel. The Company shall deliver to Jefferies legal
     opinions of (i) Mayer, Brown, Rowe & Maw LLP, as counsel to the Company,
     addressed to Jefferies and dated the Commencement Date and the date on
     which the Exchange Offer is consummated, respectively, with respect to the
     matters set forth in Annex A attached hereto, (ii) Sonnenschein, Nath &
     Rosenthal LLP, as counsel to the Company and the Subsidiary Guarantors,
     addressed to Jefferies and dated the Commencement Date and the date on
     which the Exchange Offer is consummated, respectively, with respect to the
     matters set forth in Annex B attached hereto and (iii) Mayer, Brown, Rowe &
     Maw LLP; Sonnenschein, Nath & Rosenthal LLP or local counsel reasonably
     satisfactory to Jefferies, as applicable, as counsel to the Company and the
     Subsidiary Guarantors, addressed to Jefferies and the Collateral Agent (as
     defined in the Offering Memorandum), with respect to the matters set forth
     in Annex C attached hereto, the adequacy of such legal opinions to be
     reasonably satisfactory to Jefferies and the Collateral Agent, and the
     Company shall use it reasonable best efforts to have such legal opinions
     delivered to Jefferies and the Collateral Agent on the date on which the
     Exchange Offer is consummated, provided, however, if such legal opinions
     are not delivered to Jefferies and the Collateral Agent on the date on
     which the Exchange Offer is consummated, such legal opinions shall be
     delivered to Jefferies and the Collateral Agent as soon as practicable
     after the Exchange Offer is consummated, but in no event shall such legal
     opinions be delivered to Jefferies and the Collateral Agent more than 60
     days after the date on which the Exchange Offer is consummated. Certain
     legal

                                       6

<PAGE>

     opinions with respect to matters set forth in Annex A to be delivered on
     the date on which the Exchange Offer is consummated may be delivered in the
     legal opinion of Sonnenschein, Nath & Rosenthal LLP instead of the opinion
     of Mayer, Brown, Rowe & Maw LLP, so long as such legal opinions are
     delivered on such date.

4.   Covenants. The Company covenants and agrees with Jefferies that:

          (a)  Parent will use its reasonable best efforts to obtain the consent
               of the holders of a majority in principal amount of its
               outstanding 11 3/4% Senior Subordinated Discount Debentures due
               2009 to the adoption of proposed amendments to eliminate
               substantially all of the covenants in the indenture governing
               such notes, other than the covenant to pay principal and
               interest on such notes and other immaterial covenants set forth
               therein in order to permit the Issuers to issue the New Secured
               Notes. The parties hereto agree that JII shall not be required to
               make any payment (whether in cash or any other form of
               consideration) to obtain any such consent.

          (b)  Parent will cause each of JII Holdings and JII Finance sign the
               signature page to this Agreement and become (i) parties hereto
               and (ii) bound by the terms and conditions set forth herein as
               soon as practicable after they have been duly formed or
               organized. Parent will also cause the Subsidiary Guarantors to
               sign the signature page to this Agreement and become (i) parties
               hereto and (ii) bound by the terms and conditions set forth
               herein as soon as practicable after the date hereof. Each of JII
               Holdings, JII Finance and the Subsidiary Guarantors shall sign
               the signature page to this Agreement and become (i) parties
               hereto and (ii) bound by the terms and conditions set forth
               herein prior to the closing of the Exchange Offer.

          (c)  Parent will cause each of JII Holdings and its Restricted
               Subsidiaries (as defined in the Offering Memorandum) to use their
               reasonable best efforts to obtain lender policies of title
               insurance with respect to any real property interests owned by
               JII Holdings and its Restricted Subsidiaries from one or more
               financially sound and reputable title companies in favor of the
               Collateral Agent for the benefit of the holders of the New
               Secured Notes, and have such lender policies of title insurance
               delivered to the Collateral Agent on the date on which the
               Exchange Offer is consummated, provided, however, if such lender
               policies of title insurance are not delivered to the Collateral
               Agent on the date on which the Exchange Offer is consummated,
               such lender policies of title insurance shall be delivered to the
               Collateral Agent as soon as practicable after the Exchange Offer
               is consummated, but in no event shall such lender policies of
               title insurance be delivered to the Collateral Agent more than 60
               days after the date on which the Exchange Offer is consummated.
               For the avoidance of doubt, the Company agrees that the costs of
               obtaining the lender policies of title insurance set forth in the
               preceding sentence delivered or required to be delivered to the
               Collateral Agent under the Indenture in connection with the real
               property collateral shall be borne by the Company.

5.   Registration Rights. For the benefit of the holders of the New Secured
     Notes, the Issuers, Parent and the Subsidiary Guarantors, if any, agree
     that the holders of the New Secured Notes shall have and be entitled to,
     and the Issuers, Parent and Subsidiary Guarantors, if any, shall provide to
     such holders the following registration rights with respect to the New
     Secured Notes (and the holders of New Secured Notes are hereby expressly
     made third party beneficiaries to this Section 5, with the legal rights to
     enforce such section):

          (a)  The Issuers, Parent and the Subsidiary Guarantors, if any, shall
               file with the Commission the Exchange Offer Registration
               Statement (as defined below) on the appropriate form under the
               Securities Act with respect to the Exchange Securities. Promptly
               after the effectiveness of

                                       7

<PAGE>

               the Exchange Offer Registration Statement, the Issuers, Parent
               and the Subsidiary Guarantors, if any, will offer to the holders
               of Transfer Restricted Securities (as defined below) pursuant to
               the Note Registration Exchange Offer (as defined below) who are
               able to make certain representations the opportunity to exchange
               their Transfer Restricted Securities for the Exchange Securities.

          (b)  For purposes of this Agreement: (1) "Exchange Offer Registration
               Statement" means the Registration Statement relating to the Note
               Registration Exchange Offer, including the related prospectus;
               (2) "Note Registration Exchange Offer" means the registration by
               the Issuers, Parent and the Subsidiary Guarantors, if any, under
               the Securities Act, of the Exchange Securities pursuant to the
               Exchange Offer Registration Statement pursuant to which the
               Issuers, Parent and the Subsidiary Guarantors, if any, offer the
               holders of all outstanding Transfer Restricted Securities (as
               defined below) the opportunity to exchange all such outstanding
               Transfer Restricted Securities held by such holders for Exchange
               Securities in an aggregate principal amount equal to the
               aggregate principal amount of the Transfer Restricted Securities
               tendered in such Note Registration Exchange Offer by such
               holders; (3) "Prospectus" means the prospectus included in a
               Registration Statement (as defined below), as amended or
               supplemented by any prospectus supplement and by all other
               amendments thereto, including post-effective amendments, and all
               material incorporated by reference into the prospectus; (4)
               "Registration Statement" means any registration statement of the
               Issuers, Parent and the Subsidiary Guarantors, if any, relating
               to (i) an offering of Exchange Securities pursuant to the Note
               Registration Exchange Offer or (ii) the registration for resale
               of Transfer Restricted Securities pursuant to the Shelf
               Registration Statement (as defined below), which is filed
               pursuant to the provisions of this Section 4, in each case,
               including the Prospectus included therein, all amendments and
               supplements thereto (including post-effective amendments) and all
               exhibits and material incorporated by reference therein; (5)
               "Shelf Registration Statement" means a shelf registration
               statement filed with the Commission pursuant to Rule 415 under
               the Securities Act, which may be an amendment to the Exchange
               Offer Registration Statement; and (6) "Transfer Restricted
               Security" means each New Secured Note until the earliest to occur
               of (i) the date on which such note has been exchanged by a Person
               (as defined in the Offering Memorandum) other than a
               broker-dealer for an Exchange Security in the Note Registration
               Exchange Offer; (ii) following the exchange by a broker-dealer in
               the Note Registration Exchange Offer of a New Secured Note for an
               Exchange Security, the date on which such Exchange Security is
               sold to a purchaser who receives from such broker-dealer on or
               prior to the date of such sale a copy of the prospectus contained
               in the Exchange Offer Registration Statement; (iii) the date on
               which such note has been effectively registered under the
               Securities Act and disposed of in accordance with the Shelf
               Registration Statement; or (iv) the date on which such note is
               distributed to the public pursuant to Rule 144 under the
               Securities Act.

          (c)  If: (1) the Issuers, Parent and the Subsidiary Guarantors, if
               any, is not (i) required to file the Exchange Offer Registration
               Statement; or (ii) permitted to consummate the Note Registration
               Exchange Offer because the Note Registration Exchange Offer is
               not permitted by applicable law or Commission policy; or (2) any
               holder of Transfer Restricted Securities notifies the Issuers,
               Parent and the Subsidiary Guarantors, if any, prior to the 20th
               business day following consummation of the Note Registration
               Exchange Offer that: (i) it is prohibited by law or Commission
               policy from participating in the Note Registration Exchange
               Offer; (ii) it may not resell the Exchange Securities acquired by
               it in the Note Registration Exchange Offer to the public without
               delivering a prospectus and the prospectus contained in the
               Exchange Offer Registration Statement is not appropriate or
               available for such resales; or (iii) it is a broker-dealer and
               owns New Secured Notes acquired directly from

                                       8

<PAGE>

               the Issuers or an affiliate of the Issuers, then the Issuers,
               Parent and the Subsidiary Guarantors, if any, shall file with the
               Commission a Shelf Registration Statement to cover resales of the
               New Secured Notes by the holders of the New Secured Notes who
               satisfy certain conditions relating to the provision of
               information in connection with the Shelf Registration Statement.

          (d)  The Issuers, Parent and the Subsidiary Guarantors, if any, shall
               file the Exchange Offer Registration Statement with the
               Commission on or prior to 120 days after the date of the issuance
               of the New Secured Notes.

          (e)  The Issuers, Parent and the Subsidiary Guarantors, if any, shall
               use all commercially reasonable efforts to have the Exchange
               Offer Registration Statement declared effective by the Commission
               on or prior to 210 days after the date of the issuance of the New
               Secured Notes.

          (f)  Unless the Note Registration Exchange Offer would not be
               permitted by applicable law or Commission policy, the Issuers,
               Parent and the Subsidiary Guarantors, if any, will: (1) commence
               the Note Registration Exchange Offer; and (2) use all
               commercially reasonable efforts to issue on or prior to 30
               business days, or longer, if required by the federal securities
               laws, after the date on which the Exchange Offer Registration
               Statement was declared effective by the Commission, the Exchange
               Securities in exchange for all New Secured Notes tendered prior
               thereto in the Note Registration Exchange Offer; and if obligated
               to file the Shelf Registration Statement, the Issuers, Parent and
               the Subsidiary Guarantors, if any, shall use all commercially
               reasonable efforts to file the Shelf Registration Statement with
               the Commission on or prior to 60 days after such filing
               obligation arises and to cause the Shelf Registration to be
               declared effective by the Commission on or prior to 180 days
               after such obligation arises.

          (g)  If: (1) the Issuers, Parent and the Subsidiary Guarantors, if
               any, fail to file any of the Registration Statements required
               hereunder on or before the date specified for such filing; (2)
               any of such Registration Statement is not declared effective by
               the Commission on or prior to the date specified for such
               effectiveness (the "Effectiveness Target Date"); (3) the Issuers,
               Parent and the Subsidiary Guarantors, if any, fail to consummate
               the Note Registration Exchange Offer within 30 business days of
               the Effectiveness Target Date with respect to the Exchange Offer
               Registration Statement; or (4) the Shelf Registration Statement
               or the Exchange Offer Registration Statement is filed and
               declared effective but thereafter ceases to be effective or
               usable in connection with resales of Transfer Restricted
               Securities (each such event referred to in clauses (1) through
               (4) above, a "Registration Default"), then the Company Parties
               will pay Liquidated Damages (as defined in the Offering
               Memorandum) to each holder of New Secured Notes, with respect to
               the first 90-day period immediately following the occurrence of
               the first Registration Default in an amount equal to $.05 per
               week per $1,000 principal amount of New Secured Notes held by
               such holder. The amount of the Liquidated Damages will increase
               by an additional $.05 per week per $1,000 principal amount of New
               Secured Notes with respect to each subsequent 90-day period until
               all Registration Defaults have been cured, up to a maximum amount
               of Liquidated Damages for all Registration Defaults of $.50 per
               week per $1,000 principal amount of New Secured Notes. All
               accrued Liquidated Damages will be paid by the Company Parties on
               the next scheduled interest payment date to DTC (as defined in
               the Offering Memorandum) or its nominee by wire transfer of
               immediately available funds or by federal funds check and to
               holders of Certificated Notes (as defined in the Offering
               Memorandum) by wire transfer to the accounts specified by them or
               by mailing checks to their registered addresses if no such

                                       9

<PAGE>

               accounts have been specified. Following the cure of all
               Registration Defaults, the accrual of Liquidated Damages will
               cease.

6.   Information; Use of Name.

          (a)  The Company will provide Jefferies with reasonable access to the
               Company's officers, directors, employees, accountants, counsel
               and other representatives in connection with the performance of
               the services contemplated by the Engagement Letter and this
               Agreement.

          (b)  The Company will furnish to Jefferies, without charge, five (5)
               copies of each of the Exchange Offer Materials and each amendment
               or supplement to each of the foregoing at the time such materials
               are first filed with the Commission or any Other Agency or
               distributed to Holders, including documents that are incorporated
               by reference into the Exchange Offer Materials.

          (c)  Jefferies shall not be referred to in any Exchange Offer
               Materials. Without limitation of the agreements contained in
               Section 4 of the Engagement Letter, no advice rendered by
               Jefferies, whether formal or informal, may be disclosed, in whole
               or in part, or summarized, excerpted from or otherwise referred
               to, without Jefferies' prior written consent, and Jefferies may
               not be otherwise referred to without our prior written consent.

7.   Comfort Letter. The Company shall deliver to Jefferies a comfort letter
     addressed to Jefferies, in form and substance satisfactory to Jefferies,
     dated the Commencement Date and the date on which the Exchange Offer is
     consummated, of Ernst & Young, LLP, independent public accountants of the
     Company.

8.   Entire Agreement. This Agreement and the Engagement Letter constitute the
     entire agreement among the parties hereto with respect to the subject
     matter hereof and supersede all prior agreements and undertakings, both
     written and oral, among the parties, or any of them, with respect to the
     subject matter hereof.

9.   Counterparts; Severability. This Agreement may be executed in two or more
     separate counterparts, each of which shall be deemed an original, but all
     of which together shall constitute one and the same instrument. Any term or
     provision of this Agreement which is invalid or unenforceable in any
     jurisdiction shall, as to such jurisdiction, be ineffective to the extent
     of such invalidity or unenforceability without rendering invalid or
     unenforceable the remaining terms and provisions of this Agreement or
     affecting the validity or enforceability of any of the terms or provisions
     of this Agreement in any other jurisdiction.

10.  Jurisdiction and Venue; Governing Law; Etc. This Agreement shall be subject
     to the provisions of Section 14 and 15 of the Engagement Letter.

                  [Remainder of page intentionally left blank]

                                       10

<PAGE>


                  Please indicate the Parent's, JII Holdings', JII Finance's and
the Subsidiary Guarantors' acceptance of the foregoing provisions by signing in
the space provided below for that purpose and returning to us a copy of this
Agreement so signed, whereupon this Agreement and the Parent's, JII Holdings',
JII Finance's and the Subsidiary Guarantors' acceptance shall constitute a
binding agreement between us.

                                         Very truly yours,

                                         JEFFERIES & COMPANY, INC.

                                         By: /s/ Andrew R. Whittaker
                                             ----------------------------------
                                             Name: Andrew R. Whittaker
                                             Title: Vice Chairman

Accepted and agreed to
as of the date first written above:

JORDAN INDUSTRIES, INC.

By: /s/ Gordon L. Nelson Jr.
    -------------------------------
    Name:    Gordon L. Nelson Jr.
    Title:   Senior Vice President and Treasurer

JII HOLDINGS LLC

By: /s/ Gordon L. Nelson Jr.
    -------------------------------
    Name:    Gordon L. Nelson Jr.
    Title:   Vice President

JII HOLDINGS FINANCE CORPORATION

By: /s/ Gordon L. Nelson Jr.
    -------------------------------
    Name:    Gordon L. Nelson Jr.
    Title:   Vice President

Side Letter Agreement                 S-1

<PAGE>

JII LLC
JII PROMOTIONS, INC.
JI VENTURES, INC.
PAMCO PRINTED TAPE & LABEL CO., INC.
PIONEER PAPER CORPORATION
SEABOARD FOLDING BOX CORPORATION
SPL HOLDINGS, INC.
VALMARK INDUSTRIES, INC.
WELCOME HOME LLC
CHO-PAT, INC.
JORDAN AUTO AFTERMARKET, INC.
ABC TRANSMISSION PARTS WAREHOUSE, INC.
ALMA PRODUCTS I, INC.
ATCO PRODUCTS, INC.
DACCO INCORPORATED
DACCO/DETROIT OF ALABAMA, INC.
DACCO/DETROIT OF ARIZONA, INC.
DACCO/DETROIT OF CHATTANOOGA, INC.
DACCO/DETROIT OF COLORADO, INC.
DACCO/DETROIT OF FLORIDA, INC.
DACCO/DETROIT OF GEORGIA, INC.
DACCO/DETROIT OF INDIANA, INC.
DACCO/DETROIT OF KENTUCKY, INC.
DACCO/DETROIT OF MARYLAND, INC.
DACCO/DETROIT OF MEMPHIS, INC.
DACCO/DETROIT OF MICHIGAN, INC.
DACCO/DETROIT OF MINNESOTA, INC.
DACCO/DETROIT OF MISSOURI, INC.
DACCO/DETROIT OF NEBRASKA, INC.
DACCO/DETROIT OF NEVADA, INC.
DACCO/DETROIT OF NEW JERSEY, INC.
DACCO/DETROIT OF NORTH CAROLINA, INC.
DACCO/DETROIT OF OHIO, INC.
DACCO/DETROIT OF OKLAHOMA, INC.
DACCO/DETROIT OF PENNSYLVANIA, INC.
DACCO/DETROIT OF SOUTH CAROLINA, INC.
DACCO/DETROIT OF TEXAS, INC.
DACCO/DETROIT OF VIRGINIA, INC.
DACCO/DETROIT OF WEST VIRGINIA, INC.
DACCO/DETROIT OF WISCONSIN, INC.
DACCO TRANSMISSION PARTS (NY), INC.
DETROIT TRANSMISSION PRODUCTS, CO.
NASHVILLE TRANSMISSION PARTS, INC.
JORDAN SPECIALTY PLASTICS, INC.
BEEMAK PLASTICS, INC.
DEFLECTO CORPORATION
DEFLECTO CANADA LTD.
INSTACHANGE DISPLAYS LIMITED
ROLITE PLASTICS, INC.
SATE-LITE HK, INC.
SATE-LITE MANUFACTURING COMPANY

Side Letter Agreement                 S-2

<PAGE>

TELE-FLOW, INC.
YT HOLDINGS, INC.
GRAMTEL--ILLINOIS, INC.
GRAMTEL MIDWEST, INC.
GRAMTEL USA, INC.

By: /s/ Gordon L. Nelson Jr.
    -------------------------------
    Name:    Gordon L Nelson Jr.
    Title:   Vice President

Side Letter Agreement                 S-3

<PAGE>

                                     ANNEX A

     Matters to be Addressed in the Opinion of Mayer, Brown, Rowe & Maw LLP

(a)  The Exchange Offer and the Exchange Offer Materials comply in all material
     respects with the Securities Act and the Exchange Act, and in each case the
     applicable rules and regulations of the Commission thereunder. [To be
     delivered at commencement and closing]

(b)  Parent is a corporation duly incorporated, validly existing and in good
     standing under the laws of the State of Illinois. [To be delivered at
     commencement and closing]

(c)  The outstanding membership interests of JII Holdings (i) have been duly
     authorized by all necessary corporate action on the part of JII Holdings,
     (ii) are validly issued, fully paid and non-assessable and (iii) are owned
     by Parent free of any liens, encumbrances, preemptive rights or other
     transfer restrictions. [To be delivered at closing]

(d)  The outstanding shares of common stock of JII Finance (i) have been duly
     authorized by all necessary corporate action on the part of JII Finance,
     (ii) are validly issued, fully paid and non-assessable assessable and (iii)
     are owned by JII Holdings free of any liens, encumbrances, preemptive
     rights or other transfer restrictions.. [To be delivered at closing]

(e)  Each of Parent, JII Holdings, JII Finance and each Subsidiary Guarantor has
     full corporate or limited liability company, as applicable, power and
     authority to take and has duly taken all necessary corporate or limited
     liability company, as applicable, action to authorize the Exchange Offer,
     to the extent of its participation therein, the distribution of the
     Exchange Offer Materials, the issuance of the New Securities, the
     Subsidiary Guarantees and the Exchange Securities and the execution,
     delivery and performance of the Engagement Letter and the [Transaction
     Agreement] and the consummation of the transactions contemplated thereby,
     and the Engagement Letter and the [Transaction Agreement] have been duly
     executed and delivered on behalf of Parent, JII Holdings, JII Finance and
     each Subsidiary Guarantor, as applicable, and assuming the due
     authorization, execution and delivery of the Engagement Letter and the
     [Transaction Agreement] by Jefferies, each is a legal, valid and binding
     obligation of Parent, JII Holdings, JII Finance and each Subsidiary
     Guarantor. [To be delivered at closing]

(f)  The execution, delivery and performance of the Indenture has been duly
     authorized by all necessary limited liability company and corporate action
     on the part of the Issuers and the Indenture has been duly executed and
     delivered by the Issuers and, assuming the due authorization, execution and
     delivery by the trustee, the Indenture constitutes the legal, valid and
     binding obligation of the Issuers, enforceable in accordance with its
     terms, except as may be limited by bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium or similar laws and by general
     principles of equity, including, without limitation, concepts of
     materiality, reasonableness, good faith and fair dealing and the possible
     unavailability of specific performance or injunctive relief, regardless of
     whether considered in a proceeding in equity or at law. [To be delivered at
     closing]

(g)  No qualification of the Indenture under the TIA is required in connection
     with the Exchange Offer and the issuance of the New Secured Notes. [To be
     delivered at closing]

(h)  The New Secured Notes have been duly authorized by all necessary limited
     liability company and corporate action on the part of the Issuers, and the
     New Secured Notes, which have been (i)

                                      A-1

<PAGE>

     authenticated by the trustee and (ii) issued, executed and delivered by the
     Issuers in accordance with the terms of the Exchange Offer and the
     Indenture, constitutes the legal, valid and binding obligations of the
     Issuers enforceable against the Issuers in accordance with their terms,
     except as may be limited by bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium or similar laws and by general principles of
     equity, including, without limitation, concepts of materiality,
     reasonableness, good faith and fair dealing and the possible unavailability
     of specific performance or injunctive relief, regardless of whether
     considered in a proceeding in equity or at law. [To be delivered at
     closing]

(i)  The Exchange Securities have been duly authorized by all necessary limited
     liability company and corporate action on the part of the Issuers and, when
     the Exchange Securities are (i) authenticated by the trustee and (ii)
     issued, executed and delivered by the Issuers in accordance with the terms
     of the registration rights as described in the [Transaction Agreement], the
     Exchange Offer Materials and the applicable Indenture, will be legal, valid
     and binding obligations of the Issuers, enforceable against the Issuers in
     accordance with their terms except as may be limited by bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium or similar laws
     and by general principles of equity, including, without limitation,
     concepts of materiality, reasonableness, good faith and fair dealing and
     the possible unavailability of specific performance or injunctive relief,
     regardless of whether considered in a proceeding in equity or at law. [To
     be delivered at closing]

(j)  The Parent Guarantee endorsed on the New Secured Notes has been (i) duly
     authorized by all necessary corporate action of Parent and (ii) executed
     and delivered in accordance with the terms of the Indenture, and such
     Parent Guarantee, upon the due execution and delivery of the New Secured
     Notes by the Issuers in accordance with the terms of the Indenture,
     constitute the legal, valid and binding obligations of Parent, enforceable
     against Parent in accordance with its terms, except as may be limited by
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
     similar laws and by general principles of equity, including, without
     limitation, concepts of materiality, reasonableness, good faith and fair
     dealing and the possible unavailability of specific performance or
     injunctive relief, regardless of whether considered in a proceeding in
     equity or at law. [To be delivered at closing]

(k)  The Subsidiary Guarantees to be endorsed on the New Secured Notes have been
     duly authorized by all necessary corporate or other organizational action
     of each Subsidiary Guarantor and, when executed and delivered in accordance
     with the terms of the Indenture, such Subsidiary Guarantees, will
     constitute the legal, valid and binding obligations of each Subsidiary
     Guarantor, enforceable against each Subsidiary Guarantor in accordance with
     their terms, except as may be limited by bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium or similar laws and by general
     principles of equity, including, without limitation, concepts of
     materiality, reasonableness, good faith and fair dealing and the possible
     unavailability of specific performance or injunctive relief, regardless of
     whether considered in a proceeding in equity or at law. [To be delivered at
     closing]

(l)  The Exchange Offer, the issuance of the New Securities, the Parent
     Guarantee, the Subsidiary Guarantees (assuming such Subsidiary Guarantees
     are issued), and the Exchange Securities, the consummation of the
     transactions contemplated by the Exchange Offer Materials and the
     execution, delivery and performance of the Engagement Letter, the
     [Transaction Agreement], the New Securities, the Subsidiary Guarantees,
     when issued, and the Exchange Securities by the Company Parties, as
     applicable, party thereto, comply, and will comply in all material
     respects, with the requirements of Federal, state and local laws that, in
     such counsel's experience, are typically applicable to transactions of the
     type contemplated by the Offering Memorandum, including, without
     limitation, any applicable regulations of the Commission and the Other
     Agencies, and all applicable judgments, orders or decrees of which we have
     knowledge; and to our knowledge no consent, authorization, approval, order,
     exemption, registration, qualification or other action of, or filing with

                                      A-2

<PAGE>

     or notice to, the Commission or any Other Agency is required in connection
     with the execution, delivery and performance of the Engagement Letter and
     the [Transaction Agreement] by the Company Parties party thereto, the
     making or consummation by the Company Parties of the Exchange Offer, the
     issuance of the New Securities, the Subsidiary Guarantees, when issued, and
     the Exchange Securities or the consummation of the other transactions
     contemplated by the Engagement Letter, the [Transaction Agreement] or the
     Exchange Offer Materials, other than filings with the Commission in
     connection with the issuance of the Exchange Securities. [To be delivered
     at commencement and closing]

(m)  Assuming that the Exchange Offer is conducted in accordance with the terms
     and conditions set forth in the Offering Memorandum and the Subsidiary
     Guarantees are issued, the Exchange Offer, the issuance of the New
     Securities, the Subsidiary Guarantees, when issued, and the Exchange
     Securities, the consummation of the transactions contemplated by the
     Exchange Offer Materials and the execution, delivery and performance of the
     Engagement Letter, the [Transaction Agreement], the New Securities, the
     Subsidiary Guarantees, when issued, and the Exchange Securities by the
     Company Parties, as applicable, party thereto and compliance with the terms
     and provisions thereof, do not, and will not, (i) conflict with or result
     in a violation of any of the provisions of the certificate of incorporation
     or by-laws (or similar organizational document) of any Company Party, (ii)
     result in a breach of any of the terms or provisions of, or constitute a
     default (with or without due notice and/or lapse of time) under, any
     material agreement (it being agreed that such term includes only those
     agreements (x) that are listed as exhibits 4 and exhibits 10 to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2002,
     and the Company's Quarterly Reports on Form 10-Q for the quarterly periods
     ended March 31, 2002, June 30, 2002 and September 30, 2002, (y) that are
     described in the Offering Memorandum and (z) listed on Schedule A attached
     hereto) or (iii) result in a breach of or violation of any of the terms and
     provisions of, or constitute a default under, any United States statute,
     rule, regulation or order of which we are aware of any United States
     governmental agency or body or any United States court having jurisdiction
     over Parent, [JII Holdings-closing only], [JII Finance-closing only] or any
     of the Subsidiary Guarantor's or any of their respective properties,
     except, in the case of clause (iii) above, for such breaches or violations
     that could not reasonably be expected to have a Company Material Adverse
     Effect. [To be delivered at commencement and closing]

(n)  None of Parent, [JII Holdings-closing only] and [JII Finance-closing only]
     is, or after giving effect to the Exchange Offer, will be an "INVESTMENT
     COMPANY" as defined in the Investment Company Act of 1940, as amended. [To
     be delivered at commencement and closing]

(o)  To our knowledge, there are no pending actions, suits or proceedings before
     any governmental agency or body or court against or affecting the Company
     or its respective properties that (i) would be required to disclosed in the
     Offering Memorandum pursuant to Item 103 of Regulation S-K of the rules and
     regulations issued under the Securities Act, that are not so disclosed had
     the Offering Memorandum been a registration statement under the Securities
     Act or (ii) if determined adversely to the Company would reasonably be
     expected to, individually, or in the aggregate, materially adversely affect
     the ability of the Parent, [JII Holdings-closing only] or the Subsidiary
     Guarantors to perform their obligations under the [Transaction Agreement],
     the Engagement Letter, [the Indenture-closing only] or as set forth in the
     Offering Memorandum; and no such actions, suits or proceedings, are, to our
     knowledge, threatened. [To be delivered at commencement and closing]

(p)  To our knowledge, there are no contracts, agreements or understandings
     between Parent or any of its material subsidiaries and any person granting
     such person the right to require Parent or any of its material subsidiaries
     to file a registration statement under the Securities Act with respect to
     any securities of the Issuers or to require Parent or any of its material
     subsidiaries to include such

                                      A-3

<PAGE>

     securities with the Exchange Securities registered pursuant to any
     registration statement. [To be delivered at closing]

(q)  The statements contained in the Offering Memorandum [under the caption
     "Description of the New Notes" insofar as they summarize provisions of the
     Indenture, the New Securities, the Subsidiary Guarantees or the Exchange
     Securities, and the statements - closing only] under the captions "The
     Exchange Offer and Consent Solicitation," "Certain Transactions,"
     "Description of Certain Indebtedness," "Material U.S. Federal Income Tax
     Consequences" and "Restrictions on Transfers," insofar as they describe the
     laws and documents referred to therein, are accurate in all material
     respects. [To be delivered at commencement and closing]

(r)  Assuming that the Exchange Offer is conducted in accordance with the terms
     and conditions set forth in the Offering Memorandum/Consent Solicitation
     Statement, it is not necessary in connection with the offer and sale of the
     New Securities or the Subsidiary Guarantees in the Exchange Offer to
     register the New Securities or the Subsidiary Guarantees under the
     Securities Act. [To be delivered at commencement and closing]

(s)  The [Collateral Agreement]1 creates a valid security interest in favor of
     the Collateral Agent for the benefit of the Secured Parties (as defined in
     the [Collateral Agreement] in that portion of the collateral described in
     Section [_] of the Collateral Agreement] in which the Company or any other
     Pledgor, as the case may be, has rights and a valid security interest may
     be created under Article 9 of the New York UCC (the "UCC Collateral"),
     which security interest secures the Secured Obligations as defined in the
     [Collateral Agreement]. [To be delivered at closing]

(t)  The [insert applicable State]2 Financing Statements are in appropriate form
     for filing in the Office of the Secretary of State of the State of [State].
     Upon the proper filing of the [State] Financing Statements in the Office of
     the Secretary of State of the State of [State], the security interest in
     favor of the Collateral Agent for the benefit of the Secured Parties in the
     UCC Collateral will be perfected to the extent a security interest in such
     UCC Collateral can be perfected under the [State] UCC by the filing of a
     financing statement. [To be delivered at closing]

(u)  Upon delivery of that portion of the UCC Collateral consisting of the
     certificates in registered form that are listed on Schedule ___ to the
     [Collateral Agreement] (the "Pledged Securities") to the Priority Lien
     Collateral Agent, as agent for the Collateral Agent pursuant to Section
     [__] of the Intercreditor Agreement, in, and while located in, the State of
     New York, pursuant to the [Collateral Agreement], indorsed to the Priority
     Lien Collateral Agent or in blank, in each case, by an effective
     endorsement, or accompanied by undated stock powers with respect thereto
     duly indorsed in blank by an effective endorsement, the security interest
     in favor of the Collateral Agent for the benefit of the Secured Parties in
     the Pledged Securities will be perfected, assuming that the Priority Lien
     Collateral Agent takes possession of the Pledged Securities, as agent for
     the Collateral Agent pursuant to Section __ of the [Pledge and Security
     Agreement/Intercreditor Agreement]. [To be delivered at closing]

(v)  Upon delivery of that portion of the UCC Collateral consisting of the
     collateral listed on Schedule __ to the [Collateral Agreement] that
     constitutes "instruments" within the meaning of Section 9-102(a)(47) of the
     New York UCC (the "Pledged Notes") to the Priority Lien Collateral Agent,
     as

1    To the extent that differently titled or additional collateral documents
     are prepared by Congress, corresponding opinions will be requested with
     respect to those collateral documents.

2    Corresponding opinions will be required with respect to the jurisdiction of
     organization of each of the Company and the other Pledgors

                                      A-4

<PAGE>

     agent for the Collateral Agent pursuant to Section [___] of the
     Intercreditor Agreement, in, and while located in, the State of New York,
     pursuant to the [Collateral Agreement], the security interest in favor of
     the Collateral Agent for the benefit of the Secured Parties in the Pledged
     Notes will be perfected, assuming that the Priority Lien Collateral Agent
     takes possession of the Pledged Securities, as agent for the Collateral
     Agent pursuant to Section __ of the [Pledge and Security
     Agreement/Intercreditor Agreement]. [To be delivered at closing]. [To be
     delivered at closing]

Such counsel will also state that it has participated in conferences in
connection with the preparation of, and has reviewed, the Offering Memorandum,
but has not independently verified the accuracy, completeness or fairness of the
statements in that document. The limitations inherent in such participation and
review, and the knowledge available to such counsel, are such that counsel is
unable to assume, and does not assume, any responsibility for such accuracy,
completeness of fairness (except as otherwise specifically stated in paragraph
(o)). However, on the basis of such participation and review, such counsel does
not believe that the Offering Memorandum, as of its date and as of the Closing
of the Exchange Offer, contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
However, such counsel will express no opinion or belief as to the financial
statements and other financial data contained in the Offering Memorandum. [To be
delivered at commencement and closing]

                                      A-5

<PAGE>

                                     ANNEX B

  Matters to be Addressed in the Opinion of Sonnenschein, Nath & Rosenthal LLP

(a)  Parent is a corporation duly incorporated, validly existing and in good
     standing under the laws of the State of Illinois. [To be delivered at
     commencement and closing]

(b)  JII Holdings is a limited liability company duly organized, validly
     existing and in good standing under the laws of the State of Delaware. [To
     be delivered at closing]

(c)  JII Holdings is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware. [To be delivered at
     closing]

(d)  Each of Parent, [JII Holdings-closing only] and [JII Finance-closing only]
     have corporate and limited liability company, as applicable, power and
     authority to own their respective properties and conducts their respective
     businesses as described in the Offering Memorandum. Based solely on
     certificates of public officials, each of Parent, [JII Holdings-closing
     only] and [JII Finance-closing only] is duly qualified to do business as a
     foreign corporation or limited liability company, as applicable, in good
     standing in all other jurisdictions (x) in which its ownership or lease of
     property or the conduct of its business requires such qualification and (y)
     where the failure to so qualify could reasonably be anticipated to result
     in a Company Material Adverse Effect. [To be delivered at commencement and
     closing]

(e)  Each Subsidiary Guarantor is an organization duly incorporated or
     organized, as the case may be, validly existing and in good standing under
     the laws of the jurisdiction of its incorporation or organization, as the
     case may be, with corporate/company power and authority to own its
     properties and conducts its business as described in the Offering
     Memorandum. Based solely on certificates of public officials, each
     Subsidiary Guarantor is duly qualified to do business as a foreign
     corporation in good standing in all other jurisdictions (x) in which its
     ownership or lease of property or the conduct of its business requires such
     qualification and (y) where the failure to so qualify could reasonably be
     anticipated to result in a material adverse effect. [To be delivered at
     commencement and closing]]

(f)  The outstanding shares of capital stock of each Subsidiary Guarantor have
     been duly authorized by all necessary corporate action on the part of such
     Subsidiary Guarantor, are validly issued, fully paid and non-assessable;
     and, except as described in the Offering Memorandum, all of the capital
     stock of each such Subsidiary Guarantor is owned by Parent, directly or
     indirectly through wholly owned subsidiaries of Parent, and, except for
     liens securing the Loan and Security Agreement, dated as of August 16,
     2001, among Congress Financial Corporation, First Union National Bank and
     JII LLC, is owned free from all liens, encumbrances and defects. [To be
     delivered at commencement and closing]

(g)  Each of [Parent-closing only], [JII Holdings-closing only], [JII
     Finance-closing only] and each Subsidiary Guarantor has full corporate or
     limited liability company, as applicable, power and authority to take and
     has duly taken all necessary corporate or limited liability company, as
     applicable, action to authorize the Exchange Offer, the distribution of the
     Exchange Offer Materials, [the issuance of the New Securities, the
     Subsidiary Guarantees, when issued, and the Exchange Securities-closing
     only] and the execution, delivery and performance of the Engagement Letter
     and the [Transaction Agreement] and the consummation of the transactions
     contemplated thereby, and the Engagement Letter and the [Transaction
     Agreement] have been duly authorized, executed and

                                      B-1

<PAGE>

     delivered on behalf of Parent, [JII Holdings-closing only], [JII
     Financing-closing only] and each Subsidiary Guarantor. [To be delivered at
     commencement and closing]

                                      B-2

<PAGE>

                                     ANNEX C

     Matters to be Addressed in the Opinion of Mayer, Brown, Rowe & Maw LLP,
                       Sonnenschein, Nath & Rosenthal LLP
                                or Local Counsel

(a)  Each Deed of Trust is the valid and binding agreement of the Company,
     enforceable against the Company in accordance with its terms. [To be
     delivered at closing]

(b)  The execution, delivery or performance by the Company of the Deeds of Trust
     will not violate, or result in the acceleration of any indebtedness of the
     Company pursuant to, any statute, rule or regulation applicable to the
     Company or any of its assets or properties. [To be delivered at closing]

(c)  Except for filings in connection with perfecting security interests, no
     consent, approval, authorization or order of, or filing, registration,
     qualification, license or permit of or with, any court or governmental
     agency, body or administrative agency is required for the execution,
     delivery or performance by the Company of the Deeds of Trust. [To be
     delivered at closing]

(d)  The provisions of each Deed of Trust create a valid security interest in
     favor of the Beneficiary in that portion of the [Trust Property] (as
     defined in the Deeds of Trust) in which the Company has rights and a valid
     security interest may be created under the [STATE] Uniform Commercial Code
     (the "UCC"), including fixtures as defined in the UCC (the "Collateral"),
     which security interest secures the [Note Obligations] (as defined in the
     Deeds of Trust). [To be delivered at closing]

(e)  Each fixture filing that is a part of each Deed of Trust is in a form
     sufficient to be effective as a financing statement filed as a fixture
     filing. Upon the recording of each Deed of Trust in the Recording Office
     (hereinafter defined), the security interest in favor of the Beneficiary in
     the [Trust Property] described in each fixture filing that is a part of
     each Deed of Trust will be perfected to the extent that a security interest
     in such [Trust Property] can be perfected by the filing of a financing
     statement in the Recording Office (hereinafter defined). No re-filing or
     re-recording of any deed of trust, financing statement or other instrument
     is necessary to maintain its effectiveness or priority. [NOTE: THIS OPINION
     TO BE USED IF A SEPARATE FIXTURE FILING IS NOT REQUIRED FOR PERFECTION. IF
     A SEPARATE FIXTURE FILING IS REQUIRED, THEN THIS OPINION IS TO BE MODIFIED
     ACCORDINGLY] [To be delivered at closing]

(f)  Each Deed of Trust is in a form sufficient to create a valid lien on the
     Company's right, title and interest in that portion of the [Trust Property]
     which constitutes real property under [STATE] law (the "Real Property").
     The recording of each Deed of Trust in the County Recorder's Office for the
     County of [__________], State of [__________] (the "Recording Office") is
     the only filing or recording necessary to give constructive notice of the
     lien created by each Deed of Trust to subsequent purchasers and mortgagees
     of the Real Property. No other recordation, filing, re-recording or
     refiling is necessary in order to maintain the validity of the lien created
     by each Deed of Trust on the Real Property. [To be delivered at closing]

(g)  Except for state and local filing and recording fees, no recording, filing,
     privilege, or other tax must be paid in connection with the execution,
     delivery, recordation or enforcement of the Deeds of Trust. [To be
     delivered at closing]

(h)  The foreclosure of any Deed of Trust will not in any manner restrict,
     affect or impair the Company's liability with respect to the indebtedness
     secured thereby, or the Beneficiary's rights or remedies with

                                       C-1

<PAGE>


     respect to the foreclosure or enforcement of any other security interests
     or liens securing such indebtedness, to the extent any deficiency remains
     unpaid after application of the proceedings of the foreclosure of such Deed
     of Trust. [To be delivered at closing]

(i)  The law (statutory or otherwise) of the State of [__________] does not
     generally require a lienholder to make an election of remedies where such
     lienholder holds security interests and liens on both the real and the
     personal property of a debtor or to take recourse first or solely against
     its collateral. [To be delivered at closing]

(j)  A trustor under the Deeds of Trust does not have a statutory right of
     redemption under the laws of the State of [__________]. The terms of the
     Deeds of Trust are effective to waive any such right. [To be delivered at
     closing]

In addition, Canadian local counsel shall deliver opinions under the laws of the
applicable Canadian Provinces as to, among other things, the creation and
perfection of the security interests granted to the Collateral Agent with
respect to Collateral held by the Company's Canadian subsidiaries. Such opinions
shall be substantially in the form of the Canadian legal opinions delivered to
Congress Financial Corporation in connection with the bank financing.

                                      C-2