AMENDMENT

     THIS  AMENDMENT  (the  "Amendment")  is  entered into as of the 29th day of
November,  2001,  by  and  among  Alltrista  Plastics  Corporation,  an  Indiana
corporation,  TriEnda Corporation, an Indiana corporation,  Quoin Corporation, a
Delaware  corporation,   and  Alltrista  Corporation,   an  Indiana  corporation
(collectively,  the "Sellers") and Wilbert,  Inc., an Illinois  corporation (the
"Buyer"), and hereby amends the Asset Purchase Agreement dated as of October 15,
2001 by and among the Sellers and the Buyer (the  "Agreement").  All capitalized
terms used in this Amendment  without  definition  have the respective  meanings
given to them in the Agreement.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  the Sellers and Buyer hereby agree
to amend the Agreement as follows:

     1.   The definition of "Closing  Approvals" in Section 1.1 of the Agreement
          is hereby  amended  by adding  the words  "by  Sellers,  Holdings  and
          Alltrisa" after the word "Closing" appearing in the first line of such
          definition.

     2.   The definition of "Effective  Time" in Section 1.1 of the Agreement is
          hereby deleted in its entirety and replaced by the following text:

               "Effective  Time" means 12:00 A.M.,  Central  Standard  Time,  on
               November 26, 2001.

     3.   The  definition  of  "Post-Closing  Tax  Period" in Section 1.1 of the
          Agreement  is hereby  amended  by  deleting  the term  "Closing  Date"
          appearing therein and replacing it with the term "Effective Time".

     4.   The  definition  of  "Pre-Closing  Tax  Period" in Section  1.1 of the
          Agreement is hereby  deleted in its  entirety  and  replaced  with the
          following text:

               "Pre-Closing  Tax  Period"  means  any  tax  period  (or  portion
               thereof) ending on or before 11:59 PM on November 25, 2001.

     5.   Section  1.2 of the  Agreement  is  hereby  amended  by  deleting  the
          reference to Section  "11.1(e)"  appearing next to the term "Drop Dead
          Date" and replacing such Section with "11.1(f)".

     6.   Schedule 2.2 of the Agreement is hereby amended to add, in addition to
          those  matters  already  included in Schedule  2.2,  those matters set
          forth  in  the   amendment  to  Schedule   2.2  attached   hereto  and
          incorporated herein by reference.

     7.   Section  2.6 of the  Agreement  is  hereby  amended  by  deleting  the
          language  reading,   "occur  as  soon  as  practicable  following  the
          fulfillment  of the  conditions  to Closing set forth in Article  VIII
          hereof,  but in no event later than the Drop Dead Date"  appearing  in
          the  first  sentence  thereof  and  replacing  it with  the  following
          language: "be on November 28, 2001".

<PAGE>

     8.   Subsection  3.1(a) of the Agreement is hereby  deleted in its entirety
          and replaced by the following text:

               3.1(a)  Consideration,  Payment. The aggregate  consideration for
               the Assets (the "Purchase Price") will be: (i) Twenty Two Million
               Eight Hundred Fifty Thousand Dollars ($22,850,000);  and (ii) the
               assumption of the Assumed  Liabilities.  The Purchase Price shall
               be delivered by Buyer to Sellers, Holdings and Alltrista or their
               assigns, as instructed and directed in that certain payoff letter
               dated   November   26,  2001  by  Bank  One,   Indiana,   NA,  as
               Administrative   Agent  (the   "Agent")   for  the  lenders  (the
               "Lenders")  under that certain Credit Agreement dated as of April
               26,  1999 by and among  Alltrista,  the Agent and the Lenders (as
               amended,  restated,   supplemented  or  otherwise  modified,  the
               "Seller  Credit  Agreement")  as follows:  (i) One  Million  Five
               Hundred  Thousand  Dollars  ($1,500,000)  by wire  transfer  upon
               execution  of  this  Agreement  (the  "Deposit");  (ii)  Nineteen
               Million Five Hundred Thousand  Dollars  ($19,500,000) by delivery
               at Closing of a short-term  promissory  note in the form attached
               hereto as Exhibit  3.1(a-2) (the "Short-Term  Promissory  Note");
               (iii)  One  Million   Eight  Hundred   Fifty   Thousand   Dollars
               ($1,850,000)  by delivery at Closing of a promissory  note in the
               form attached hereto as Exhibit 3.1(a) (the  "Promissory  Note");
               and (iv) the balance of the Purchase  Price by the  execution and
               delivery at Closing of an agreement in the form of Exhibit 3.1(b)
               assuming the Assumed Liabilities.

     9.   Exhibit  3.1(a) of the Agreement is hereby deleted in its entirety and
          replaced with Exhibit 3.1(a) attached hereto and  incorporated  herein
          by this reference.

     10.  The Exhibit  3.1(a-2) to this Amendment is added to the Agreement as a
          new exhibit.

     11.  Exhibit  3.1(b) of the Agreement is hereby deleted in its entirety and
          replaced with Exhibit 3.1(b) attached hereto and  incorporated  herein
          by this reference.

     12.  Section 3.3 of the  Agreement  is hereby  amended by deleting the term
          "Section 11.1(e)"  appearing in the 10th line thereof and replacing it
          with the term "Section 11.1(f)".


                                     - 2 -
<PAGE>

     13.  A new Section 3.4 is hereby added to the  Agreement,  and such section
          shall read as follows:

               3.4  Covenant to  Reconvey.  If the  Short-Term  Promissory  Note
               delivered to Sellers,  Holdings and Alltrista at Closing pursuant
               to Section 3.1 hereof is not paid in  accordance  with its terms,
               then upon written request of Sellers, Buyer shall (i) immediately
               reconvey  the  Assets  to  Sellers,  Holdings  and  Alltrista  by
               delivering  instruments of transfer and assignment  corresponding
               exactly to those delivered by Sellers,  Holdings and Alltrista to
               Buyer in accordance with Section 2.3 hereof but with such changes
               as the context  requires,  (ii) shall operate the Business in the
               normal  course  and hold the  Assets in trust for the  benefit of
               Sellers until such reconveyance may be completed, and (iii) cause
               any liens on the Assets,  including  monetary  liens,  by Buyer's
               lenders or other creditors of Buyers to be immediately  released.
               If the Short-Term  Promissory Note is paid in accordance with its
               terms,  then this  covenant  shall be of no force or effect  and,
               following  such payment,  Sellers,  Holdings and Alltrista  shall
               deliver written acknowledgment of the same if requested by Buyer.

     14.  Section 5.7 of the Agreement is hereby amended by adding the following
          text after the words "Except as" appearing in the 5th line thereof: ",
          and only to the extent, specifically".

     15.  Section  5.7 of the  Disclosure  Schedule  is  hereby  deleted  in its
          entirety and replaced with Section 5.7 of Schedule 5.1 attached hereto
          and   incorporated   herein  by  this   reference.   For  purposes  of
          indemnification  for a breach of a representation or warranty found in
          Section 5.7 of the  Agreement,  this  amendment  to Section 5.7 of the
          Disclosure  Schedule  shall not be deemed a  supplement,  but shall be
          deemed the original.

     16.  Section 5.9 of the  Disclosure  Schedule is hereby  amended to add, in
          addition  to those  matters  already  included  in Section  5.9 of the
          Disclosure  Schedule,  those  matters  set forth in the  amendment  to
          Section 5.9 of Schedule 5.1 attached hereto and incorporated herein by
          reference (the "Additional Matters").  Sellers, Holdings and Alltrista
          hereby agree that all  liabilities  and expenses  associated with such
          Additional  Matters remain the obligation of the Sellers,  Holdings or
          Alltrista, as the case may be.

     17.  Subsection  5.11(a) of the  Agreement is hereby  amended by adding the
          following text to the beginning of each sentence therein:  "Except as,
          and only to the extent,  specifically  set forth in Section 5.7 of the
          Disclosure Schedule,". For purposes of indemnification for a breach of
          a  representation  or  warranty  found in  Subsection  5.11(a)  of the
          Agreement, the amendment to Section 5.7 of the Disclosure Schedule set
          forth  in  Section  15  of  this  Amendment  shall  not  be  deemed  a
          supplement, but shall be deemed the original.

                                     - 3 -

<PAGE>

     18.  Section  5.12  of the  Agreement  is  hereby  amended  by  adding  the
          following text to the beginning of each sentence therein:  "Except as,
          and only to the extent,  specifically  set forth in Section 5.7 of the
          Disclosure Schedule,". For purposes of indemnification for a breach of
          a  representation  or warranty found in Section 5.12 of the Agreement,
          the amendment to Section 5.7 of the  Disclosure  Schedule set forth in
          Section 15 of this  Amendment  shall not be deemed a  supplement,  but
          shall be deemed the original.

     19.  The 11th entry in  subsection  (a) of Section  5.14 of the  Disclosure
          Schedule  (relating to Key Employee Retention Plan agreements) and the
          1st  and  3rd  entries  in  subsection  (g)  of  Section  5.14  of the
          Disclosure  Schedule (relating to an Asset Purchase Agreement dated as
          of March 12, 1999 and an Asset Purchase  Agreement dated June 1, 2000,
          respectively)  are hereby  deleted in their entirety and replaced with
          the entries set forth in the amendment to Section 5.14 of Schedule 5.1
          attached hereto and incorporated herein by reference.

     20.  Subsection  5.27(a) of the Agreement is hereby amended by deleting "As
          of the Closing Date" in the second  sentence  thereof and replacing it
          with "Upon  payment of the  Short-Term  Promissory  Note (which  shall
          occur no later than November 30, 2001)".

     21.  A new  Subsection  5.28(f) is hereby added to the  Agreement and shall
          read as follows:

               (f) Sellers,  Holdings and Alltrista have no leases with the Blin
               Corporation  other  than the first  three (3)  entries of Section
               5.14(c) of the Disclosure Schedule.

     22.  Subsection  5.30(b) of the  Agreement is hereby  amended by adding the
          following text after the last sentence thereof:

               For purposes of  calculating  the Closing  Working  Capital,  the
               provisions  of Sections 5.11 and 5.12 as amended by the Amendment
               shall be given  effect so that no  reduction  in Working  Capital
               shall be caused by any asset write downs  booked or any  reserves
               established to the extent those items are specifically  reflected
               on Section 5.7 of the Disclosure Schedule.

     23.  Section  6.3 of the  Agreement  is hereby  amended by adding the text,
          "other than the  consent of  lenders" at the end of the last  sentence
          thereof.

     24.  Section  6.5 of the  Agreement  is hereby  amended by adding the text,
          "other than the credit agreements and instruments of Buyer" at the end
          of the last sentence thereof.

     25.  The following is hereby added as Section 6.6 of the Agreement:  "Buyer
          will pay all amounts  owing under the  Short-Term  Promissory  Note by
          November 30, 2001."

                                     - 4 -
<PAGE>

     26.  A new Subsection  7.1(b)(v) is hereby added to the Agreement and shall
          read as follows:  "(v) reasonably  cooperate in effecting the transfer
          of  assets  of  Transferred  Employees  who  had  worked  for  TriEnda
          Corporation  from the TriEnda  OldCo  Retirement  Savings Plan to such
          other  plan  as  such  Transferred  Employees  request  following  the
          termination of the Agreement  between  TriEnda and TriEnda Newco dated
          April 26, 1999 regarding 401(k) matters."

     27.  Subsection  7.5(f) of the Agreement is hereby  amended by deleting the
          first  sentence  thereof and  replacing  it with the  following:  "The
          employment of all  Transferred  Employees with Sellers shall terminate
          effective  as of 11:59 P.M.  on November  25, 2001 and shall  commence
          with Buyer as of the Effective Time."

     28.  Section 7.6 of the Agreement is hereby amended by adding the following
          after  the end of the  last  sentence  thereof,  "Buyer  shall  afford
          Sellers,  Clyde  Sansom,  David  Keeling  and any of their  authorized
          representatives  reasonable access during normal business hours to any
          records   related  to  the  Synergy  World  earn-out   obligations  in
          connection  with  the  Asset  Purchase   Agreement  between  Alltrista
          Plastics  Corporation,  Synergy  World,  Inc.,  Clyde Sansom and David
          Keeling, dated June 1, 2000 and any litigation related thereto.

     29.  Subsection  7.7(a) is hereby  amended by  deleting  the term  "Closing
          Date" and by replacing it with the term "Effective Time".

     30.  Subsection 7.7(c) is hereby amended by:

          a.   deleting  the  term  "(but  does  not end on) the  Closing  Date"
               appearing in the second and third lines  thereof and by replacing
               it with the following  term:  "(but does not end on) November 25,
               2001"; and

          b.   deleting  the term  "Closing  Date based"  appearing in the third
               line  thereof  and by  replacing  it  with  the  following  term:
               "Effective Time based".

     31.  The Buyer hereby confirms that no Disapproved  Matters exist as of the
          Closing Date.

     32.  The following is hereby added as Section 7.8(e) of the Agreement:

               (e) In the event the Survey  received  by Buyer after the Closing
               for the Real Property located at N7660 Industrial Road,  Portage,
               Wisconsin  discloses title  exceptions that were not disclosed in
               the Owners Policy issued by Chicago Title Insurance Company dated
               April  30,  1999  (Policy  No.  50 0118 106  3416) or the  Survey
               conducted  by  Grothman &  Associates,  S.C.  dated April 8, 1999
               (File No.  399-141)  ("New  Disapproved  Matters"),  Buyer  shall
               provide Sellers  written notice of such New  Disapproved  Matters
               within ten (10) days after  receipt of the  Survey,  and  Sellers
               shall then have the right,  but not the  obligation,  at Sellers'
               sole cost and  expense,  for a period of ten (10)  business  days
               after  Sellers  receive  written  notice  from  Buyer of  Buyer's
               objections to title to cure any New Disapproved  Matters.  In the
               event  that  Sellers  fail  or are  unwilling  to cure  such  New
               Disapproved  Matters to the  reasonable  satisfaction  of Buyer's
               counsel,   the  New   Disapproved   Matters  will  be  considered
               inaccuracies of representations and warranties under Section 5.29
               of this Agreement.  Notwithstanding the foregoing,  Sellers shall
               in all events,  at  Sellers'  sole cost and  expense,  remove all
               Monetary  Liens  within  ten (10)  business  days  after  Sellers
               receive written notice from Buyer of any New Disapproved Matters.
               Furthermore,  indemnification  for the breach of  representations
               and  warranties  under  Section  5.29  of this  Agreement  due to
               Sellers'  failure  or  unwillingness  to  cure a New  Disapproved
               Matter shall not be subject to the Basket.

                                     - 5 -
<PAGE>


     33.  Subsection  7.13(a)(ii)  is hereby  amended by adding after the phrase
          "the  occurrence  after the date of this  Agreement" as follows:  "but
          prior to Closing".

     34.  Subsection  7.13(b)(ii)  is hereby  amended by adding after the phrase
          "the  occurrence  after the date of this  Agreement" as follows:  "but
          prior to Closing".

     35.  A new Section 7.15 is hereby added to the Agreement,  and such section
          shall read as follows:

               Section  7.15  Confirmation  of  PayOff.  Sellers,  Holdings  and
               Alltrista  shall provide  Buyer with a written  receipt from Bank
               One, Indiana, NA confirming the receipt of the $1,500,000 Deposit
               to prepay  outstanding  principal  obligations  under the  Seller
               Credit  Agreement and with a written receipt from Wisconsin Power
               and Light Company  confirming  the receipt of full  prepayment on
               all  outstanding  principal and interest  obligations  under four
               Energy Service Contracts with TriEnda  Corporation,  respectively
               dated December 20, 1999, December 10, 1997, November 13, 1996 and
               November 13, 1996.

     36.  A new Section 7.16 is hereby added to the Agreement,  and such section
          shall read as follows:

               Section  7.16  Notice  of  Default.  If  Northern  Trust  Company
               notifies  Buyer in  writing  that Buyer has  defaulted  under its
               Credit  Agreement  dated as of March 15, 1999 by and among Buyer,
               Northern  Trust Company and certain other lenders party  thereto,
               Buyer shall notify  Alltrista no later than the next business day
               of such notice of default  and  provide  Alltrista a copy of such
               notice of default from Northern Trust Company.

     37.  A new Section 7.17 is hereby added to the Agreement,  and such section
          shall read as follows:

               Section  7.17  Partial  Assignment.  With  respect  to the  Asset
               Purchase Agreement by and among Alltrista  Corporation,  Triangle
               Plastics,  Inc., TriEnda  Corporation and James L. Blin, dated as
               of March 12, 1999, for which Buyer is only assuming Sections 7.12
               and 7.17 (the "Blin APA"), and with respect to the Asset Purchase
               Agreement between Alltrista Plastics Corporation,  Synergy World,
               Inc.,  Clyde  Sansom and David  Keeling,  dated June 1, 2000 (the
               "Synergy  World  APA"),  for which Buyer is assuming  all of such
               agreement  except any  portion of the  earn-out  obligations  set
               forth in Sections  3.1 and 3.2  thereof and related  obligations,
               Sellers,  Holdings and Alltrista  shall assist Buyer in enforcing
               the  assigned  provisions  in any action or  proceeding  upon the
               request of Buyer by joining  therein or  bringing  such action or
               proceeding  and fully  cooperating  with Buyer in such actions or
               proceedings,  provided,  however, that Buyer shall be responsible
               for any costs  associated with such actions or proceedings  which
               may be reasonably incurred by Sellers, Holdings or Alltrista (and
               such costs shall not apply  toward the  Basket).  Notwithstanding
               anything in this provision to the contrary, this shall not affect
               any  of  the  obligations  of  Sellers,  Holdings  and  Alltrista
               pursuant to Section 10.1(i) of the Agreement or the fact that the
               Basket shall not apply to indemnification  arising out of Section
               10.1(i), as set forth in Section 10.3(a).

                                     - 6 -
<PAGE>


     38.  Subsection  8.1(a) of the Agreement is hereby  amended by deleting the
          word  "greater"  appearing in the 12th line  thereof and  replacing it
          with the word "less".

     39.  Subection  8.1(b) of the  Agreement is hereby  amended by deleting the
          reference to "ten (10) days"  appearing in the second line thereof and
          by replacing it with "fifteen (15) days".

     40.  Subsection  8.2(b) of the Agreement is hereby  deleted in its entirety
          and replaced by the following  text:  "Sellers  shall have received an
          executed promissory note in the form attached hereto as Exhibit 3.1(a)
          and an executed promissory note in the form attached hereto as Exhibit
          3.1(a-2)."

     41.  Subsection  8.2(c) of the Agreement is hereby  amended by deleting the
          reference to "ten (10) days"  appearing in the second line thereof and
          by replacing it with "fifteen (15) days".

     42.  A new Section 9.8 is hereby added to the  Agreement,  and such section
          shall read as follows:

               Section  9.8  Short-Term  Promissory  Note.  To  the  extent  the
               provisions in the  Short-Term  Promissory  Note conflict with the
               provisions  of this Article IX or the  provisions of Section 12.9
               of  the  Agreement,  the  Short-Term  Promissory  Note  shall  be
               governed by its own provisions.

     43.  A new Subsection  10.1(h) is hereby added to the  Agreement,  and such
          new subsection shall read as follows:

               (h) any environmental  remediation obligations incurred by virtue
               of or set forth in Section 7.17 of the Asset  Purchase  Agreement
               by and among  Alltrista  Corporation,  Triangle  Plastics,  Inc.,
               TriEnda  Corporation  and  James L.  Blin,  dated as of March 12,
               1999. Notwithstanding anything in this Agreement to the contrary,
               this indemnification  responsibility shall survive for so long as
               Buyer or any of its affiliates  shall own the Portage,  Wisconsin
               real estate.

                                     - 7 -

<PAGE>

     44.  A new Subsection  10.1(i) is hereby added to the  Agreement,  and such
          new subsection shall read as follows:

               (i)  any  earn-out  obligations  in  connection  with  the  Asset
               Purchase  Agreement  between  Alltrista   Plastics   Corporation,
               Synergy World,  Inc., Clyde Sansom and David Keeling,  dated June
               1, 2000, and related  obligations and costs  (including,  without
               limitation,  litigation  expenses  associated  with the  earn-out
               provisions and obligations).

     45.  A new Subsection  10.1(j) is hereby added to the  Agreement,  and such
          new subsection shall read as follows:

               (j)  the  loss of  Northwest  Cascade,  Inc.  "NW  Cascade"  as a
               customer  within twelve (12) months of the Closing (the "Customer
               Period"),  provided that Buyer notifies Alltrista of such loss or
               suspected  loss during the Customer  Period.  NW Cascade shall be
               deemed to have  been  lost as a  customer  for  purposes  of this
               Section   10.1(j)  during  the  Customer   Period  if  it  ceases
               purchasing the Products (as defined in the Sales Agreement, dated
               the 14th day of August,  2000,  by and  between  NW  Cascade  and
               Synergy World, a division of Alltrista Plastics Corporation), for
               a period  of six (6)  consecutive  months  beginning  during  the
               Customer  Period or if it  notifies  Buyer  during  the  Customer
               Period  that it is ceasing  its  relationship  as a  customer  of
               Buyer.  Upon the loss of NW  Cascade  as a  customer  during  the
               Customer  Period,  Sellers,   Holdings  and  Alltrista  shall  be
               immediately obligated to pay Buyer the amount of $210,000 in cash
               as full indemnification for such loss.

     46.  A new Subsection  10.1(k) is hereby added to the  Agreement,  and such
          new subsection shall read as follows:

               (k) any  software  used by Sellers,  Holdings or Alltrista in the
               Business as of the date of the  Agreement  or the date of Closing
               for  which  Buyer  has  not  received  or  does  not  receive  an
               enforceable assignment. The parties hereby acknowledge that Buyer
               may  immediately  obtain  a  substitute  license  for  the OS 400
               software and the Aims software  and,  upon written  notice by any
               licensor  that Buyer does not have a valid  software  license for
               any other software,  may immediately  obtain a substitute license
               for such other  software,  all at the full  expense  of  Sellers,
               Holdings and Alltrista. This software indemnification  obligation
               shall survive for a period of one (1) year from the Closing Date.
               Notwithstanding  anything in this Agreement to the contrary,  the
               Basket  amount for a Claim  arising out of this  Section  10.1(k)
               shall be $20,000 rather than $1,500,000.

                                     - 8 -

<PAGE>

     47.  A new Subsection  10.1(l) is hereby added to the  Agreement,  and such
          new subsection shall read as follows:

               (l) the  inability to enforce the assumed  provisions of the Blin
               APA but only to the extent that such enforcement inability is due
               to the partial assignment of the Blin APA to Buyer.

     48.  Subsection  10.2(b) is hereby  amended by deleting  the term  "Closing
          Date" and by replacing it with the term "Effective Time".

     49.  Subsection  10.3(a) is hereby amended by deleting the second  sentence
          thereof in its entirety and replacing it with the following:

               However,  this Section  10.3 will not apply to Sections  10.1(h),
               10.1(i),  and 10.1(j), to any failure to pay Assumed Liabilities,
               to any breach of any party's  representations  and  warranties if
               the  party  making  such   representations   and  warranties  had
               Knowledge  of such  breach at any time prior to the date on which
               such representations and warranties were made, to any intentional
               breach of any covenant or obligation, to breaches of Section 5.15
               or Section 6.6, to breaches of Section 5.29 of this Agreement due
               to Sellers'  failure or  unwillingness  to cure a New Disapproved
               Matter,  or to costs  incurred by Buyer due to the  environmental
               condition of the Assets as of Closing  (provided,  however,  that
               Section 10.3 will apply to any costs  associated with closure and
               removal from service of the Oelwein ground water monitoring wells
               that are required by law,  regulation  or a  governmental  entity
               (the "Oelwein  Closure Costs") to the extent such Oelwein Closure
               Costs exceed  $10,000,  and with respect to Oelwein Closure Costs
               that are below $10,000, Section 10.3 will not apply.) The parties
               agree that the Oelwein Closure Costs shall be at the full expense
               of Sellers, Holdings and Alltrista, provided, however, that Buyer
               shall  request in writing  (with a copy to  Alltrista)  that Blin
               Corporation or its successors or assigns pay for such closure and
               removal from service,  and if Blin  Corporation or its successors
               or assigns do not remit  payment of the Oelwein  Closure Costs to
               Buyer within thirty (30) days of such written  request,  Sellers,
               Holdings and Alltrista  shall be required to promptly  remit such
               payment to Buyer themselves.

                                     - 9 -

<PAGE>

     50.  Subsection  10.3(c) of the Agreement is hereby amended by deleting the
          term "Section  12.2"  appearing in the last line thereof and replacing
          it with the term "Section 12.3".

     51.  Subsection  10.3(d) of the Agreement is hereby amended by deleting the
          first  sentence  thereof in its  entirety  and  replacing  it with the
          following:  "If Buyer has one or more Claims for  indemnification,  it
          shall first offset such Claim(s)  against the unpaid  principal  under
          the Promissory Note  (following a written notice to Sellers,  Holdings
          and Alltrista  that it intends to offset such  Claim(s),  which notice
          may be the same notice as that described in Section  10.4(a)),  and to
          the extent there is no unpaid  principal under the Promissory Note, it
          shall  receive the  remainder of such  indemnification  from  Sellers,
          Holdings and Alltrista in cash."

     52.  Section 10.6 of the  Agreement  is hereby  amended by adding the text,
          "provided,  however,  this  Section  10.6 shall not apply to Sellers',
          Holdings' or Alltrista's  enforcement of their respective rights under
          the Short-Term Note" to the end of the last sentence.

     53.  Section 11.3 of the Agreement is hereby  amended by deleting the words
          "Effective Time of" appearing therein.

     54.  Section 12.5 of the  Agreement is hereby  amended by deleting the word
          "No"  appearing  at the  beginning  of the last  sentence  thereof and
          replacing  it with the  following  text:  "Except  with respect to the
          Collateral  Assignment of Purchase  Agreement dated as of November 28,
          2001 by  Buyer in favor of the  Northern  Trust  Company,  as agent on
          behalf of certain banks, which is expressly permitted, no".

     This  Amendment  may be  executed in  counterparts,  each of which shall be
deemed  an  original  but  all of  which  shall  constitute  one  and  the  same
instrument.  However,  in making proof hereof,  it shall be necessary to produce
only  one  copy  hereof  signed  by the  party to be  charged.  Signature  pages
delivered by facsimile to this Agreement or any document delivered in connection
herewith or at the Closing shall be binding to the same extent as an original.

     Except as specifically  provided  herein,  the terms of the Agreement shall
remain unchanged and in full force and effect.


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                                     - 10 -
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
signed in their respective  names by an officer  thereunto duly authorized as of
the date first above written.


SELLERS:                                   BUYER:

ALLTRISTA PLASTICS CORPORATION             WILBERT, INC.


By:  /s/ Martin E. Franklin                By:  /s/ Curtis J. Zamec
     ----------------------------------         --------------------------------
     Martin E. Franklin, President              Curtis J. Zamec, President and
                                                  Chief Executive Officer

TRIENDA CORPORATION


By:  /s/ Martin E. Franklin
     ----------------------------------
     Martin E. Franklin, President


QUOIN CORPORATION

By:  /s/ Angela K. Knowlton
     ----------------------------------
     Angela K. Knowlton, Treasurer


ALLTRISTA CORPORATION

By:  /s/ Martin E. Franklin
     ----------------------------------
     Martin E. Franklin, Chairman and
       Chief Executive Officer



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