SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934

MORTON INDUSTRIAL GROUP, INC.

(Name of the Issuer)

MORTON INDUSTRIAL GROUP, INC.
WILLIAM D. MORTON
MARK W. MEALY
DARYL R. LINDEMANN
EASTOVER GROUP LLC
BRIAN R. DOOLITTLE
BRIAN L. GEIGER
MMC PRECISION HOLDINGS CORP.
MMC PRECISION MERGER CORP.
BRAZOS PRIVATE EQUITY PARTNERS, LLC
(Name of Person(s) Filing Statement)

Class A Common Stock, $0.01 Par Value
Class B Common Stock, $0.01 Par Value
(Title of Class of Securities)

619328 10 7—Class A Common Stock
None—Class B Common Stock
(CUSIP Number of Class of Securities)

Rodney B. Harrison
Morton Industrial Group, Inc.
1021 W. Birchwood
Morton, IL 61550
Telephone: (309) 263-1826

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person(s) Filing Statement)

With a copy to:

James V. Stepleton, Esq.	Steven J. Gavin, Esq.
Husch & Eppenberger, LLC	Winston & Strawn LLP
The Plaza in Clayton Office Tower	35 W. Wacker Drive
190 Carondelet Plaza, Suite 600	Chicago, IL 60601
St. Louis, MO 63105	Telephone: (312) 558-5600
Telephone: (314) 480-1725
Sean M. Jones, Esq.	Jeffrey B. Hitt, Esq.
Kennedy Covington Lobdell &	Weil, Gotshal & Manges LLP
Hickman, L.L.P.	200 Crescent Court
Hearst Tower, 47th Floor	Suite 1777
214 North Tryon Street	Dallas, TX 75201
Charlotte, NC 28202	Telephone: (214) 746-7702
Telephone: (704) 331-7400

     This statement is filed in connection with (check the appropriate box):

a.	X	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

     Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

     Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$57,864,376	$6,192

*

The filing fee was calculated based on the sum of (a) an aggregate cash payment of $38,903,780 for the proposed merger consideration of $10.00 per share for 3,890,378 outstanding shares of the issuer’s Class A common stock, (b) an aggregate cash payment of $5,002,822 to holders of outstanding options to acquire 518,820 shares of the issuer’s Class A common stock, (c) an aggregate cash payment of $2,896,974 to holders of outstanding warrants to acquire 290,278 shares of the issuer’s Class A common stock, (d) an aggregate cash payment of $1,000,000 for the proposed merger consideration of $10.00 per share for 100,000 outstanding shares of the issuer’s Class B common stock, (e) an aggregate cash payment of $155,800 to current and former non-employee directors for 15,580 shares of Class A common stock issuable pursuant to the Directors’ Plan calculated based upon $10.00 per issuable share, and (f) the issuance of 9,905,000 shares of the common stock of MMC Precision Holdings Corp. having a value of $1.00 per share, or $9,905,000 in the aggregate, to five directors and officers of the Company or its subsidiaries in exchange for 990,500 shares of the issuer’s Class A common stock (the “Transaction Valuation”).

**

The amount of the filing fee, calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million dollars of the Transaction Valuation.

þ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,192	Filing Party: Morton Industrial Group, Inc.
Form or Registration No.: Schedule 14A- Preliminary Proxy Statement	Date Filed: April 25, 2006

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INTRODUCTION

     This Rule 13E-3 transaction statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) jointly by:

• Morton Industrial Group, Inc., a Georgia corporation (the “Company”),

• William D. Morton, the Chairman, Chief Executive Officer, President and controlling shareholder of the Company,

• Mark W. Mealy, a director and shareholder of the Company,

• Eastover Group LLC, a North Carolina limited liability company and shareholder of the Company, controlled by Mark W. Mealy,

• Daryl R. Lindemann, Secretary and Chief Financial Officer of the Company,

• Brian R. Doolittle, Vice President of Sales and Engineering of Morton Metalcraft Company, a subsidiary of the Company,

• Brian L. Geiger, Vice President of Operations of Morton Metalcraft Company, a subsidiary of the Company,

• MMC Precision Holdings Corp., a Delaware corporation (“Parent”),

• MMC Precision Merger Corp., a Georgia corporation (“Merger Sub”), and

• Brazos Private Equity Partners, LLC, a Texas limited liability company.

     As of March 22, 2006, the Company, Parent and Merger Sub, a wholly owned subsidiary of Parent, entered into an Agreement and Plan of Merger, a copy of which is included as Exhibit (d)(1) hereto (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, and the Company will be the surviving corporation (the “Merger”). Under the terms of the Merger Agreement, each share of common stock of the Company outstanding immediately prior to the effective time of the Merger will be converted into the right

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to receive $10.00 in cash (other than treasury shares and shares held by Parent, Merger Sub, the Company and its subsidiaries, which will be cancelled, and other than shares as to which shareholders demand dissenters’ rights in accordance with Georgia law). In addition, each option to purchase shares of common stock of the Company outstanding immediately prior to the effective time of the Merger, whether or not exercisable, will be canceled, and each option holder will be paid a special payment in cash equal to $10.00 per share of Class A common stock of the Company underlying such stock option, less the applicable exercise price for such stock option. In addition, all outstanding warrants to purchase shares of Class A common stock of the Company not exercised prior to the Merger will be terminated, and each holder of unexercised warrants will be paid a special payment in cash equal to $10.00 per share of Class A common stock of the Company underlying such warrant, less the applicable exercise price for such warrant. Finally, at the effective time of the merger, the right of each of our current and former non-employee directors to receive shares of Class A common stock of the Company pursuant to our Non-employee Directors’ Compensation Plan (the “Directors’ Plan”) will terminate, and each such director will receive a payment in cash equal to $10.00 for each share that was issuable to him under such plan.

     Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement on Schedule 14A pursuant to Section 14(a) of the Exchange Act (the “Proxy Statement”) with respect to a special meeting of the Company’s shareholders. At the special meeting, the Company’s shareholders will consider and vote on a proposal to approve the Merger Agreement. A copy of the Proxy Statement is included as Exhibit (a)(1) hereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.

     The information in the Proxy Statement, including all appendices thereto, is incorporated by reference herein in its entirety, and responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto. Capitalized terms used but not defined in this Schedule 13E-3 have the meanings given to them in the Proxy Statement.

     All information contained in, or incorporated by reference in, this Schedule 13E-3 and the Proxy Statement concerning the Company has been supplied by the Company. All information contained in, or incorporated by reference in, this Schedule 13E-3 and the Proxy Statement concerning Parent or Merger Sub has been supplied by Parent. All information contained in, or incorporated by reference in, this Schedule 13E-3 and the Proxy Statement concerning each filing person other than the Company, Parent or Merger Sub was supplied by each such filing person, and no other filing person, including the Company, Parent or Merger Sub, takes responsibility for the accuracy of any information not supplied by such filing person.

     The filing of this Schedule 13E-3 shall not be construed as an admission by any filing person or by an affiliate of a filing person that the Company is “controlled” by any other filing person, or that any other filing person is an “affiliate” of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

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Item 1. Summary Term Sheet.

     The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the subject company is Morton Industrial Group, Inc., a Georgia corporation. The Company’s executive offices are located at 1021 West Birchwood, Morton, Illinois 61550, telephone (309) 266-7176.

(b) The class of securities to which this Schedule 13E-3 relates is (i) the Class A common stock of the Company, par value $0.01 per share, of which 4,880,878 shares were issued and outstanding as of April 24, 2006, and (ii) the Class B common stock of the Company, par value $0.01 per share, of which 100,000 shares were issued and outstanding as of April 24, 2006.

(c)-(d) The information set forth in the Proxy Statement under the caption “COMMON STOCK MARKET PRICE AND DIVIDEND INFORMATION” is incorporated herein by reference.

(e) The Company has not made an underwritten public offering of its common stock for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration under Regulation A.

(f) The information set forth in the Proxy Statement under the caption “TRANSACTIONS IN SHARES OF COMPANY COMMON STOCK BY CERTAIN PERSONS” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a)-(c) The information set forth in the Proxy Statement under the captions “INFORMATION CONCERNING THE COMPANY,” “DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY,” and “INFORMATION CONCERNING ACQUISITION AND SUB” is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a)(1) Not Applicable.

(a)(2)(i) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(a)(2)(ii) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND

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THE MERGER,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(a)(2)(iii) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—PURPOSE OF THE MERGER; REASONS FOR THE MERGER,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER,” “SPECIAL FACTORS—OPINION OF FINANCIAL ADVISOR,” “SPECIAL FACTORS—POSITION OF ACQUISITION, SUB, BRAZOS AND THE CONTINUING INVESTORS AS TO THE FAIRNESS OF THE MERGER,” and “SPECIAL FACTORS—EFFECTS OF THE MERGER” is incorporated herein by reference.

(a)(2)(iv) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—REQUIRED VOTE,” and “THE SPECIAL MEETING—VOTING REQUIREMENTS” is incorporated herein by reference.

(a)(2)(v) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(a)(2)(vi) The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—ACCOUNTING TREATMENT OF THE MERGER” is incorporated hereby by reference.

(a)(2)(vii) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES,” and “SPECIAL FACTORS—MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES” is incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—DISSENTERS’ RIGHTS,” “SPECIAL FACTORS—DISSENTERS’ RIGHTS OF SHAREHOLDERS,” and in Appendix C to the Proxy Statement is incorporated herein by reference.

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(e) The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—PROVISIONS FOR UNAFFILIATED SHAREHOLDERS” is incorporated herein by reference.

(f) Not Applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Other than those described in paragraphs (b) or (c) of this Item 5, there have been no transactions during the past two years between the persons filing this Schedule 13E-3 and the Company or any of its affiliates that are not natural persons where the aggregate value of any such transaction is more than one percent of the Company’s consolidated revenues for (i) the fiscal year when such transaction would have occurred, or (ii) the past portion of the current fiscal year, if the transaction would have occurred in the current year. The information set forth in the Proxy Statement under the caption “TRANSACTIONS IN SHARES OF COMPANY COMMON STOCK BY CERTAIN PERSONS” is incorporated herein by reference.

(b)-(c) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER,” “SPECIAL FACTORS—POSITION OF ACQUISITION, SUB, BRAZOS AND THE CONTINUING INVESTORS AS TO THE FAIRNESS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” and “SPECIAL FACTORS—PROJECTED FINANCIAL INFORMATION” is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” “SPECIAL FACTORS—FINANCING OF MERGER AND RELATED TRANSACTIONS,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(c)(1)-(8) The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,”

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“SPECIAL FACTORS—FINANCING OF MERGER AND RELATED TRANSACTIONS,” and “THE MERGER AGREEMENT” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—PURPOSE OF THE MERGER; REASONS FOR THE MERGER,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER,” “SPECIAL FACTORS—OPINION OF FINANCIAL ADVISOR,” “SPECIAL FACTORS—POSITION OF ACQUISITION, SUB, BRAZOS AND THE CONTINUING INVESTORS AS TO THE FAIRNESS OF THE MERGER,” and “SPECIAL FACTORS—EFFECTS OF THE MERGER” is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER” and “SPECIAL FACTORS—POSITION OF ACQUISITION, SUB, BRAZOS AND THE CONTINUING INVESTORS AS TO THE FAIRNESS OF THE MERGER” is incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—PURPOSE OF THE MERGER; REASONS FOR THE MERGER,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER,” “SPECIAL FACTORS—OPINION OF FINANCIAL ADVISOR,” and “SPECIAL FACTORS—POSITION OF ACQUISITION, SUB, BRAZOS AND THE CONTINUING INVESTORS AS TO THE FAIRNESS OF THE MERGER” is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND MERGER,” “SPECIAL FACTORS—PURPOSE OF THE MERGER; REASONS FOR THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER,” “SPECIAL FACTORS—OPINION OF FINANCIAL ADVISOR,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” “SPECIAL FACTORS—FINANCING OF MERGER AND RELATED TRANSACTIONS,” “SPECIAL FACTORS—ESTIMATED FEES AND EXPENSES,” “SPECIAL FACTORS—MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES” and “THE MERGER AGREEMENT,” is incorporated herein by reference.

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Item 8. Fairness of the Transaction.

(a)-(b) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—WHY WAS THE SPECIAL COMMITTEE FORMED,” “SPECIAL FACTORS—PURPOSE OF THE MERGER; REASONS FOR THE MERGER,” “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER,” “SPECIAL FACTORS—OPINION OF FINANCIAL ADVISOR,” “SPECIAL FACTORS—POSITION OF ACQUISITION, SUB, BRAZOS AND THE CONTINUING INVESTORS AS TO THE FAIRNESS OF THE MERGER,” “SPECIAL FACTORS—EFFECTS OF THE MERGER,” “SPECIAL FACTORS—INTERESTS OF CERTAIN PERSONS IN THE MERGER,” and “SPECIAL FACTORS—PROJECTED FINANCIAL INFORMATION” is incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—REQUIRED VOTE,” and “THE SPECIAL MEETING—VOTING REQUIREMENTS” is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER” is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—WHY WAS THE SPECIAL COMMITTEE FORMED,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” and “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER” is incorporated herein by reference.

(f) The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—BACKGROUND OF THE MERGER” is incorporated herein by reference.

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a)-(c) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—OPINION OF FINANCIAL ADVISOR,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—WHY WAS THE SPECIAL COMMITTEE FORMED,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—OPINION OF FINANCIAL ADVISOR,” “SPECIAL FACTORS—ESTIMATED FEES AND EXPENSES” and “SPECIAL FACTORS—PROJECTED FINANCIAL INFORMATION” is incorporated herein by reference. The written opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., dated March 22, 2006, is attached to the Proxy Statement as Appendix B and is incorporated herein by reference.

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Item 10. Source and Amounts of Funds or Other Consideration.

(a) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—FINANCING OF MERGER AND RELATED TRANSACTIONS,” “SPECIAL FACTORS—ESTIMATED FEES AND EXPENSES” and “THE MERGER AGREEMENT” is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—FINANCING OF MERGER AND RELATED TRANSACTIONS” is incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—TERMINATION FEE AND EXPENSES,” “SPECIAL FACTORS—ESTIMATED FEES AND EXPENSES,” “THE MERGER AGREEMENT—TERMINATION FEE,” and “THE MERGER AGREEMENT—EXPENSE REIMBURSEMENT” is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—FINANCING” and “SPECIAL FACTORS—FINANCING OF MERGER AND RELATED EXPENSES” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company.

(a) The information set forth in the Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the caption “TRANSACTIONS IN SHARES OF COMPANY COMMON STOCK BY CERTAIN PERSONS” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

(d) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” “SPECIAL FACTORS—STRUCTURE AND STEPS OF THE MERGER,” and “THE SPECIAL MEETING—VOTING REQUIREMENTS” is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—HAS THE BOARD OF DIRECTORS APPROVED THE TRANSACTION,” “SPECIAL FACTORS—BACKGROUND OF THE MERGER,” and “SPECIAL FACTORS—RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS; REASONS FOR RECOMMENDING THE MERGER” is incorporated herein by reference.

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Item 13. Financial Statements.

(a) The information contained in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 is incorporated herein by reference. The information set forth in the Proxy Statement under the captions “SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION” and “RATIO OF EARNINGS TO FIXED CHARGES” is incorporated herein by reference.

(b) Not Applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a)-(b) The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET—SPECIAL MEETING,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—WHO CAN HELP ANSWER MY QUESTIONS,” “SPECIAL FACTORS—ESTIMATED FEES AND EXPENSES,” “THE SPECIAL MEETING—WHO TO CALL FOR ASSISTANCE,” and “THE SPECIAL MEETING—PROXY SOLICITATION” is incorporated herein by reference.

Item 15. Additional Information.

(b) The information set forth in the Proxy Statement and the Appendices thereto is incorporated herein by reference.

Items 16. Exhibits.

     The following are exhibits to this Schedule 13E-3:

Exhibit No.	Description
(a)(1)	Preliminary Proxy Statement (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006).
(a)(2)	Form of Proxy Card (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006).
(a)(3)	Letter from the Company to the Shareholders of the Company (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006).
(a)(4)	Press Release, dated March 23, 2006 (incorporated herein by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by the Company on March 23, 2006).

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Exhibit No.	Description
(a)(5)	Announcement of Other Events (incorporated herein by reference to the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).
(a)(6)	Press Release, dated March 31, 2006, and Chairman’s Letter to Shareholders (incorporated herein by reference to Exhibits 99.1 and 99.2, respectively, of the Current Report on Form 8-K filed by the Company on March 31, 2006).
(a)(7)	Announcement of Other Events (incorporated herein by reference to the Current Report on Form 8-K filed by the Company on April 4, 2006).
(c)(1)	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., dated March 22, 2006 (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006).
(c)(2)	Form of Presentation to the Special Committee and to the Board of Directors prepared by Houlihan Lokey Howard & Zukin Financial Advisiors, Inc., dated March 22, 2006.
(d)(1)	Agreement and Plan of Merger, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp. and Morton Industrial Group, Inc. (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006).
(d)(2)	Contribution Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., William D. Morton, Eastover Group LLC, Daryl R. Lindemann, Brian L. Geiger and Brian R. Doolittle (incorporated herein by reference to Exhibit 99.1 of the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).
(d)(3)	Stockholders Agreement Term Sheet — Exhibit B to Contribution Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., William D. Morton, Eastover Group LLC, Daryl R. Lindemann, Brian L. Geiger and Brian R. Doolittle.
(d)(4)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp., and William D. Morton (incorporated herein by reference to Exhibit 99.2 of the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).

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Exhibit No.	Description
(d)(5)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp., and Mark W. Mealy (incorporated herein by reference to Exhibit 99.3 of the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).
(d)(6)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp., and Daryl R. Lindemann (incorporated herein by reference to Exhibit 99.4 of the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).
(d)(7)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp., and Rodney B. Harrison (incorporated herein by reference to Exhibit 99.5 of the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).
(d)(8)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp., and Brian R. Doolittle.
(d)(9)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp., and Brian L. Geiger.
(d)(10)	Voting and Support Agreement, dated as of March 22, 2006, by and among MMC Precision Holdings Corp., MMC Precision Merger Corp, and David A. Nicholson.
(d)(11)	Waiver of Voting Agreement, dated March 22, 2006, executed by William D. Morton (incorporated herein by reference to Exhibit 99.6 of the Amendment to Current Report on Form 8-K/A filed by the Company on March 29, 2006).
(d)(12)	Stock Redemption Agreement, dated as of December 23, 2003, by and between the Company and WI Products Inc. (incorporated herein by reference to Exhibit 99.3 of the Current Report on Form 8-K filed by the Company on December 29, 2003).
(d)(13)	Note and Warrant Agreement, dated as of March 26, 2004, by and among the Company, certain guarantors and purchasers, and BMO Nesbitt Burns Capital (U.S.), Inc. (incorporated herein by reference to Exhibit 10.51 of the Annual Report on Form 10-K filed by the Company on March 30, 2004).
(d)(14)	Shareholders Agreement, dated October 20, 1997, as amended, between William D. Morton and Mark W. Mealy, among others (incorporated herein by reference to Exhibits 99.1, 99.2 and 99.3 of the Schedule 13D filed by Mark W. Mealy on September 4, 2003).

12

Exhibit No.	Description
(d)(15)	1998 Voting Agreement, dated as of January 20, 1998, by and among William D. Morton and directors and current and former officers of the Company (incorporated herein by reference to Exhibit 99.4 of the Schedule 13D filed by Mark W. Mealy on September 4, 2003).
(d)(16)	Executive Employment and Non-Competition Agreement, dated as of March 22, 2006, by and between Morton Industrial Group, Inc. and William D. Morton.
(d)(17)	Executive Employment and Non-Competition Agreement, dated as of March 22, 2006, by and between Morton Industrial Group, Inc. and Brian L. Geiger.
(d)(18)	Executive Employment and Non-Competition Agreement, dated as of March 22, 2006, by and between Morton Industrial Group, Inc. and Daryl R. Lindemann.
(d)(19)	Executive Employment and Non-Competition Agreement, dated as of March 22, 2006, by and between Morton Industrial Group, Inc. and Brian R. Doolittle.
(f)	Statement Regarding Shareholders’ Dissenters’ Rights (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006 and by reference to Appendix C to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the SEC on April 25, 2006).
(g)	None.

13

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 25, 2006

MORTON INDUSTRIAL GROUP, INC.
By:	/s/ William D. Morton
Name:	William D. Morton
Title:	Chairman, President and Chief Executive Officer
/s/ William D. Morton
WILLIAM D. MORTON
/s/ Mark W. Mealy
MARK W. MEALY
/s/ Daryl R. Lindemann
DARYL R. LINDEMANN
EASTOVER GROUP LLC
By:	/s/ Mark W. Mealy
Name:	MARK W. MEALY
Title:	Sole Manager
/s/ Brian R. Doolittle
BRIAN R. DOOLITTLE
/s/ Brian L. Geiger
BRIAN L. GEIGER
MMC PRECISION HOLDINGS CORP.
By:	/s/ Patrick K. McGee
Name:	Patrick K. McGee
Title:	President
MMC PRECISION MERGER CORP.
By:	/s/ Patrick K. McGee
Name:	Patrick K. McGee
Title:	President

14

BRAZOS PRIVATE EQUITY PARTNERS, LLC
By:	/s/ Michael D. Salim
Name:	Michael D. Salim
Title:	Authorized Officer

15

EX-99.(C)(2)

Exhibit (c)(2)

MARCH 22, 2006 Morton Industrial Group, Inc. Presentation to the Special Committee of the Board of Directors Houlihan Lokey Howard & Zukin Investment Banking Services 123 North Wacker Drive, 4th Floor Chicago, Illinois 60606-1700 312-456-4700 www.hlhz.com Los Angeles New York Chicago San Francisco Washington, D.C. Minneapolis Dallas Atlanta London Paris Frankfurt

Table of Contents Page Houlihan Lokey Howard & Zukin            i Executive Summary 1 Fairness Analysis 1 Appendices Company Overview 1 Public Market Trading Analysis 1 Morton Historical Financial Statements 1 Comparable Public Company Statistics 1 Comparable Public Company Synopses 1 Industry Overview 1

Executive Summary

Executive Summary

Houlihan Lokey Howard & Zukin
ENGAGEMENT OVERVIEW

We understand that Morton Industrial Group, Inc. (the “Company”) is currently in discussions with Brazos Holdings II, LP

(“Brazos”) regarding a recapitalization of the Company in which Brazos will purchase all of the outstanding shares of common

stock owned by the shareholders (the “Shareholders”) of the Company, except for those shares held by the Rollover Shareholders (as defined below), for $10.00 per share. It is also our understanding that as part of such a transaction, certain shareholders of the Company, Messrs. William D. Morton, Mark W. Mealy, Brian Geiger, Brian Doolittle, and Daryl Lindemann (collectively, the “Rollover Shareholders”), have agreed to reinvest a portion of their shares of common stock into the recapitalized Company. Such transaction is referred to herein as the “Transaction.”

We further understand that the Company has formed a committee (the “Committee”) of its Board of Directors (the “Board”) to

consider certain matters relating to the Transaction.

The Agreement and Plan of Merger is expected to be signed by the end of March and the Transaction is expected to close in

mid-2006.

Morton is a manufacturer and supplier of fabricated sheet metal components and subassemblies for industrial, construction and

agricultural original equipment manufacturers (“OEMs”) primarily in the midwestern and southeastern United States.

Morton’s common shares are publicly traded on the OTC Bulletin Board under the ticker symbol “MGRP.OB”.

The Committee and Board have requested that Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan Lokey”)

render to them a written opinion (“Opinion”) as to whether the consideration to be received by the Shareholders of the
Company (other than the Rollover Shareholders) in the Transaction is fair to them from a financial point of view.

Executive Summary Houlihan Lokey Howard & Zukin DUE DILIGENCE SUMMARY

In connection with this Opinion, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the

circumstances. Among other things, we have:

reviewed the Company’s annual reports to shareholders on Form 10-K for the fiscal years ended December 31, 2002, December 31, 2003 and

December 31, 2004 and quarterly reports on Form 10-Q for the quarters ended October 1, 2005 and September 25, 2004, and Companyprepared interim financial statements for the four-month period ended January 31, 2006 which the Company’s management has identified as being the most current financial statements available;

spoken with certain members of the management of the Company regarding the operations, financial condition, future prospects and projected

operations and performance of the Company and regarding the Transaction, and spoken with representatives of the Company’s independent
accounting firm and financial advisor, and legal counsel to the Committee regarding the Company, the Transaction, and related matters;

visited the Company’s headquarters and two manufacturing facilities located in Morton, IL;

reviewed drafts of the following agreements and documents (the “Agreements”):

Agreement and Plan of Merger, dated March 15, 2006; Voting and Support Agreement, dated March 13, 2006; Contribution Agreement, dated March 13, 2006;

reviewed the Confidential Information Memorandum dated August 2005 and the Management Presentation dated September 2005 prepared by

the Company’s financial advisor, Edgeview Capital Partners (“Edgeview”);

reviewed forecasts and projections prepared by the Company’s management with respect to the Company for the fiscal years ended December

31, 2006 through December 31, 2009;

reviewed the historical market prices and trading volume for the Company’s publicly traded securities for the past three years and those of

certain publicly traded companies which we deemed relevant;

reviewed certain other publicly available financial data for certain companies that we deemed relevant and publicly available transaction prices

and premiums paid in other change of control transactions that we deemed relevant; and

conducted such other financial studies, analyses and inquiries as we have deemed appropriate and took into account such other matters as we

deemed necessary, including an assessment of general economic, market and monetary conditions.

Executive Summary

Houlihan Lokey Howard & Zukin
TRANSACTION TERMS SUMMARY

Brazos, a financial sponsor, will purchase the outstanding shares of common stock owned by the shareholders of the Company, excluding the

rollover shares owned by the Rollover Shareholders, for $10.00 per share, resulting in an implied enterprise value of approximately $99.5 million.

Other key terms and provisions are summarized in the following table.

Working Capital Adjustment at Closing None Net Equity Adjustment at Closing None Indemnification Cap None Basket None Buyer and Seller Representations and Warranties Customary Survival Period for Representations and Warranties Expires at Transaction close Escrow None Termination Fee $2.6 million In certain circumstances, also expenses up to $250,000. Fiduciary Outs Customary Financing Contingency Funds contemplated in debt commitment letter to be available under terms pursuant thereof

Executive Summary

Houlihan Lokey Howard & Zukin
SALE PROCESS OVERVIEW

The Company engaged Edgeview in August 2005 to initiate a formal sale process.

On August 4, 2005, the Company released a Form 8-K indicating that they hired an investment bank to evaluate options for recapitalizing the

Company.

In August 2005, Edgeview contacted 94 potential financial and strategic buyers.

Edgeview prepared, negotiated and compiled executed confidentiality agreements with 47 potential buyers interested in reviewing the offering

memorandum.

Edgeview collaborated with management to review and compare first round bids from eight potential buyers.

After hosting seven management presentations and due diligence from certain top bidders in September 2005, the Company and Edgeview

subsequently received and compared second round bids from four buyers.

The table below summarizes the results of Edgeview’s efforts.

Activity # of Respondents Strategic Financial Total Buyers Contacted 6 88 94 Preliminary Bids Received 2 6 8 Management Presentations Conducted 2 5 7 Second Round Bids Received 1 3 4

Executive Summary

Houlihan Lokey Howard & Zukin
SALE PROCESS OVERVIEW (CONTINUED)

After negotiating bids with two second round bidders to improve both price and terms, Brazos had the best proposal.

After the initial second round bid of $10.49 per share (implied), Brazos’s final bid was increased to $11.00 per share, $0.50 per share above the

next highest bidder.

In addition to exceeding all other bid ranges of the other potential buyers, Brazos had completed the most due diligence and had proposed

financing commitment letters in place.

A summary of the competing second round bids by the four buyers is illustrated on the following two pages.

On November 3, 2005, the Company entered into a 30-day exclusivity period with Brazos based on the higher offer price and expected likelihood

of closing.

On January 9, 2006, Brazos revised its offer to $10.00 per share primarily based on the Company’s lower than expected 2005 EBITDA.

Brazos’s original bid of $11.00 per share was based on expectations that FY 2005 EBITDA would be $1.1 million higher than actual results (the

shortfall of $1.1 million equates to $0.95 per share at a 5x EBITDA multiple). Accordingly Brazos reduced its bid to $10.00 per share.

Executive Summary Houlihan Lokey Howard & Zukin 6 SUMMARY OF BIDS RECEIVED Summary of Bids by Round (figures in millions, except per share values) Initial Second Round Bid (2) Final Second Preliminary Bid Midpoint of Implied Round Bid Buyer TEV Range Preliminary Bid TEV per Share (3) per Share (4) Brazos $120.0 — $125.0 $122.5 $101.0 $10.49 $11.00 Buyer 2 (financial) $115.0 — $120.0 $117.5 $105.0 $9.57 $10.50 Buyer 3 (financial) $100.0 — $120.0 $110.0 $90.0 $7.29 NA Buyer 4 (strategic) (1) $115.0 — $115.0 $115.0 NA NA NA Footnotes: (1) Buyer 4’s initial second round bid did not conform with the bid letter and was not considered to be an “actionable” bid. Buyer 4 had completed little due diligence and declined to alter the form of their initial second round bid to conform with the Company’s request. As a result, Buyer 4 was excluded from consideration in the final round. (2) Initial second round bids were lower than the preliminary bids due to potential buyers’ stated concerns over the achievability of growth in the forecast, capital expenditure requirements in relation to the forecast, relative value multiples for a similar company being sold in an auction, and feedback from lenders. (3) Implied price per share provided by buyers and was based on their assumptions regarding the expected capital structure at close and transaction expenses. Differences in assumptions regarding capital structure and expenses resulted in share prices that are not directly comparable to the respective enterprise values. (4) First round and initial second round bids were placed on an enterprise value basis. However, the final second round bids were submitted on a per share basis. Based on preliminary FY 2005 EBITDA that was below expectations, Brazos lowered its final bid to $10.00 per share.

Executive Houlihan Lokey Howard & Zukin TRANSACTION VALUE SUMMARY

The consideration to be received by the common stockholders of Morton will be $10.00 per share, or approximately $58 million in aggregate. The

implied enterprise value of the Transaction is approximately $99.5 million.

Class A and Class B shareholders will receive the same consideration per share.

Mr. Morton will reinvest approximately 40% of his total Class A and Class B common shares.

Mr. Mealy will reinvest approximately 30% of his Class A common shares.

Certain other members of management will reinvest approximately 15% of their Class A common shares.

Calculation of Approximate Purchase Price (figures in millions, except per share amounts) Total Shares Outstanding 5.806 Price per Share $10.00 Equity Purchase Price $58.1 Plus: Book Value of Debt 41.2 Plus: Preferred Stock 0.4 Less: Cash from Warrants/Options (0.2) Implied Enterprise Value 99.5

Executive Summary Houlihan Lokey Howard & Zukin 8 INDICATED SHARE VALUE RANGE $11.89 $9.07 $9.07 $5.87 $10.79 $12.34 $15.19 $8.00 $5 $6 $7 $8 $9 $10 $11 $12 $13 $14 $15 $16 ($  per Share) Discounted Cash Flow Approach Market Multiple Approach M&A Transaction Multiple Approach Offer Price per Share 52-Week Range of Actual Trading Prices

Executive Summary Houlihan Lokey Howard & Zukin 9 IMPLIED SHARE PRICE PREMIUM

The following shows implied premiums at the current offer price of $10.00 per share.

Offer Price Closing Stock Price on August 3, 2005 (1) Closing Stock Price 5 Days Prior to Affected Date (2) Closing Stock Price 20 Days Prior to Affected Date (2) Stock Price $10.00 $7.80 $6.45 $6.25 Implied Premium 28.2% 55.0% 60.0% (2) Based on actual trading days prior to August 4, 2005. (1) On August 4, 2005, the Company announced that it had hired an investment bank to evaluate options for recapitalizing the Company. Current Offer Price Closing Stock Price on March 17, 2006 (1) Closing Stock Price 5 Days Prior to Affected Date (2) Closing Stock Price 20 Days Prior to Affected Date (2) Stock Price $10.00 $6.01 $6.15 $6.13 Implied Premium 66.4% 62.6% 63.3% (1) Current valuation date. (2) Based on actual trading days prior to March 17, 2006.

Fairness Analysis

Fairness Analysis

Houlihan Lokey Howard & Zukin VALUATION CONSIDERATIONS AND SUMMARY Q            UALITATIVE            C            ONSIDERATIONS

As discussed in the Transaction Overview section, Edgeview conducted a sale process, contacting 94 potential investors.

The Company also released a Form 8-K indicating they hired an investment bank to evaluate options for recapitalizing the Company.

The Company is satisfied with the $10.00 per share offer by Brazos, especially given the premium over the historical trading price and expected

likelihood of closing.

The last twelve months (“LTM”) and next fiscal year (“NFY”) EBITDA multiples implied by the Transaction price are lower than the median for the

comparable public companies. There are several factors, however, that indicate that the Company should trade at a discount to the comparable
public companies:

With revenues of $143.7 million, the Company is smaller than all of the comparable public companies except for Sun Hydraulics.

From a profitability standpoint, the Company’s adjusted EBITDA margins rank near the middle of the peer group.

Morton’s growth prospects are highly uncertain as the forecast includes significant new business from JLG Industries Inc. (“JLG”), and additional

business from Caterpillar Inc. (“CAT”), moving production from Ireland to its Newberry, S.C. facility.

The Company has greater customer concentration than the comparable public companies.

The Company’s top customer, Deere & Co. (“Deere”), accounted for approximately 53% of FY 2004 revenues, while its top two customers

(CAT and Deere) accounted for approximately 89% of FY 2004 revenues.

As a percent of revenue, the comparable public companies all have much less customer concentrations:

ArvinMeritor, Inc.: top customer — 21%, top two customers — 31%, top three customers — 41%.

Cascade Corporation: no customer greater than 10%. Sauer-Danfoss Inc.: not disclosed. Sun Hydraulics Corporation: “not material”.

Twin Disc, Incorporated: top ten customers — 34%, no customer accounted for more than 10%.

Fairness Analysis

Houlihan Lokey Howard & Zukin 12 V            ALUATION            C            ONSIDERATIONS AND            S            UMMARY (CONTINUED) Q            UALITATIVE            C            ONSIDERATIONS ( CONTINUED )

Edgeview represented that potential investors generally expressed concerns about the following (which led to lower final bids

compared to the initial indications of interest):

Inability to finance a transaction with desired level of debt.

Banks discounted certain EBITDA adjustments proposed by management and based debt levels on five-year average

EBITDA.

Buyers discounted a portion of the future growth due to lack of “firm” purchase orders for the JLG business and uncertainty

regarding new CAT business expected from CAT shifting production to the CAT facility in Newberry, S.C. from a CAT facility
in Ireland.

Buyers also discounted certain EBITDA adjustments proposed by management.
A similar company was being auctioned at the same time as Morton.

Based upon representations by Edgeview, valuation levels for this competing company were 5.0x to 5.5x EBITDA.

The competing company already did significant business with JLG and expected additional growth from JLG in the

future. This led to concerns regarding the amount of JLG business Morton could reasonably expect to gain since the
competing company was already an incumbent supplier to JLG.

The Company’s capital expenditures were thought to be too low to support the significant levels of growth included in the

forecast.

Fairness Analysis Houlihan Lokey Howard & Zukin 13 V            ALUATION            C            ONSIDERATIONS AND            S            UMMARY ( CONTINUED ) I            MPLIED            EBITDA M            ULTIPLE            A            NALYSIS ($ Millions, except per share amounts) Transaction Summary Offer Price per Share $10.00 Shares Outstanding (millions) 5.806 Implied Equity Value $58.1 Plus: Total Debt (1) $41.2 Plus: Preferred Stock $0.4 Less: Cash from Warrants/Options ($0.2) Implied Enterprise Value $99.5 Implied Multiple as a Percent of Representative Implied Range Comparable Public Companies: Level Multiple Low High Mean Median Low Median High LTM (1/31/2006) EBITDA $17.9 5.5 x 5.2 x 10.8 x 7.9 x 7.8 x 106.8% 70.9% 51.2% NFY (12/31/2006) EBITDA $22.7 4.4 x 5.3 x 8.3 x 6.8 x 6.7 x 81.9% 65.5% 52.7%

Fairness Analysis Houlihan Lokey Howard & Zukin 14 MARKET MULTIPLE APPROACH ($ Millions, except per share amounts) Representative Selected Indicated Level Multiple Range (1) Enterprise Value Range LTM (1/31/2006) EBITDA $17.908 5.0 x — 5.5 x $89.540 — $98.490 NFY (12/31/2006) EBITDA $22.714 4.5 x — 5.0 x $102.210 — $113.570 Median $95.875 — $106.030 Mean $95.875 — $106.030 Selected Enterprise Value Range, on a Controlling Interest Basis (2) $90.000 — $98.000 Plus: Estimated present value of NOLs (3) $4.000 — $6.000 Enterprise Value, Including NOLs $94.000 — $104.000 Plus: Cash from Warrants/Options 0.193 — 0.193 Less: Debt (41.164) — (41.164) Less: Preferred Stock (0.400) — (0.400) Indicated Total Equity Value $52.629 — $62.629 Fully Diluted Common Shares 5.806 — 5.806 Calculated Equity Value per Share (Fully Diluted) $9.07 — $10.79 Footnotes: (1) Multiples selected on a controlling interest basis. (2) Selected Enterprise Values based on LTM (1/31/2006) EBITDA multiples that were deemed more representative than NFY (12/31/2006) EBITDA. (3) Based on values implied by management’s expected net operating loss carryforward (“NOL”) utilization.

Fairness Analysis Houlihan Lokey Howard & Zukin 15 M            ARKET            M            ULTIPLE            A            PPROACH ( CONTINUED ) S            ELECTED            P            UBLIC            C            OMPANY            V            ALUATION            M            ULTIPLES ($ Millions, except per share amounts) Current Stock Price Fully Diluted Market EV / EBITDA Per Share as of Shares Value Enterprise 3/17/2006 Outstanding of Equity Value LTM NFY LTM NFY ArvinMeritor, Inc. $14.92 71.268 $1,063.3 $2,358.3 # 11.0 x # 10.1 x # 5.2 x # 5.5 x Cascade Corp. $52.50 13.011 $683.1 $664.2 # 16.5 x # 16.0 x # 8.1 x # 7.9 x Sauer-Danfoss Inc. $20.86 47.912 $999.4 $1,344.0 # 30.5 x # 13.5 x # 7.8 x # 5.3 x Sun Hydraulics Corp. $23.79 11.008 $261.9 $257.1 # 22.0 x # 16.4 x # 10.8 x # 8.3 x Twin Disc, Inc. $53.49 2.966 $158.7 $173.0 # 14.5 x # NA 7.7 x # NA Low 11.0 x 10.1 x 5.2 x 5.3 x High 30.5 x 16.4 x 10.8 x 8.3 x Median 16.5 x 14.8 x 7.8 x 6.7 x Mean 18.9 x 14.0 x 7.9 x 6.8 x Price / Earnings Footnotes: Source: Compustat. NA — Not Available. LTM — Latest Twelve Months. EV — Enterprise Value. EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization.

Fairness Analysis Houlihan Lokey Howard & Zukin 16 M            ARKET            M            ULTIPLE            A            PPROACH ( CONTINUED ) M            ORTON            R            EPRESENTATIVE            E            ARNINGS            L            EVELS ($ Millions) Fiscal Year Ended December 31, LTM Ended NFY 2002 2003 2004 2005 1/31/06 12/31/2006 Adjusted Revenue $116.567 $131.431 $167.230 $140.004 $143.686 $218.543 Revenue Growth % 12.8% 27.2% -16.3% 56.1% Less: Cost of Goods Sold 101.522 113.318 143.671 113.178 116.426 185.586 Gross Profit $15.045 $18.113 $23.559 $26.826 $27.260 $32.957 Less: Selling, General & Administrative 2.723 2.948 3.211 3.082 3.097 3.476 Less: Other Operating Expenses 9.447 10.414 11.586 12.457 12.473 13.088 Add: Depreciation and Amortization 5.344 5.694 5.804 5.663 5.593 5.650 Add: Adjustments (1) 0.400 0.400 0.917 0.736 0.625 0.671 Adjusted EBITDA $8.619 $10.845 $15.483 $17.686 $17.908 $22.714 EBITDA Margin % 7.4% 8.3% 9.3% 12.6% 12.5% 10.4% Less: Depreciation and Amortization 5.344 5.694 5.804 5.663 5.593 5.650 Adjusted EBIT $3.275 $5.151 $9.679 $12.023 $12.315 $17.064 EBIT Margin % 2.8% 3.9% 5.8% 8.6% 8.6% 7.8% Footnotes: (1) Adjustments: Leased Asset Buyback (a) 0.000 0.000 0.000 0.000 0.000 0.000 Public Company Accounting Fees (b) 0.400 0.400 0.485 0.625 0.625 0.671 Consulting Fees (c) 0.000 0.000 0.432 0.111 0.000 0.000 Total Adjustments $0.400 $0.400 $0.917 $0.736 $0.625 $0.671 (a) Represents forecast cost savings from the hypothetical buyout of certain equipment leases. We reversed the impact of this adjustment because the Company has not yet acted on this initiative. (b) Estimated incremental accounting fees for Morton to operate as a public company compared to operating as a private company. (c) Consulting fees related to a throughput maximization initiative and compliance with Section 404 of Sarbanes-Oxley.

Fairness Analysis Houlihan Lokey Howard & Zukin 17 M&A TRANSACTION MULTIPLE APPROACH ($ Millions, except per share amounts) Representative Selected Indicated Level Multiple Range Enterprise Value Range LTM (1/31/2006) EBITDA $17.908 5.0 x — 6.0 x $89.540 — $107.450 Selected Enterprise Value Range, on a Controlling Interest Basis $90.000 — $107.000 Plus: Estimated present value of NOLs (1) $4.000 — $6.000 Enterprise Value, Including NOLs $94.000 — $113.000 Plus: Cash from Warrants/Options 0.193 — 0.193 Less: Debt (41.164) — (41.164) Less: Preferred Stock (0.400) — (0.400) Indicated Total Equity Value $52.629 — $71.629 Fully Diluted Common Shares 5.806 — 5.806 Calculated Equity Value per Share (Fully Diluted) $9.07 — $12.34 Footnotes: (1) Based on values implied by management’s expected NOL utilization.

Fairness Analysis Houlihan Lokey Howard & Zukin 18 M&A T            RANSACTION            M            ULTIPLE            A            PPROACH (CONTINUED) C            OMPARABLE            T            RANSACTIONS ($ Millions) LTM Enterprise Value Multiple Announced Target Acquiror EV Revenue EBITDA EBIT 11-Oct-05 Titan International, Inc. One Equity Partners LLC $450.6 0.94 x 7.9 x 14.3 x 18-May-05 Metals USA Inc Apollo Management LP $566.3 0.34 x 4.8 x 4.9 x 7-Feb-05 Mayflower (N.A. commerical vehicle) Commercial Vehicle Group $107.5 0.52 x 4.3 x NA Low $107.5 0.34 x 4.3 x 4.9 x High $566.3 0.94 x 7.9 x 14.3 x Median $450.6 0.52 x 4.8 x 9.6 x Mean $374.8 0.60 x 5.7 x 9.6 x NOTE: We also considered two confidential Houlihan Lokey transactions in Morton’s industry that support our selected range of multiples.

Fairness Analysis Houlihan Lokey Howard & Zukin 19 DISCOUNTED CASH FLOW APPROACH ($ Millions, except per share amounts) Projected Fiscal Year Ending December 31, 2006 2007 2008 2009 DCF Assumptions EBIT (1) $14.220 $18.720 $20.796 $23.862 Discount Rate 17.0% Less: Taxes 5.688 7.488 8.318 9.545 Tax Rate 40.0% Debt-Free Earnings $8.532 $11.232 $12.478 $14.317 Less: Capital Expenditures ($4.855) ($6.351) ($6.717) ($7.172) Less: Working Capital Requirements ($0.733) ($3.708) ($1.930) ($0.932) Terminal Value Assumptions Add: Depreciation and Amortization $4.708 $6.760 $7.080 $7.435 Terminal EBITDA (2009) $31.297 Total Net Investment ($0.880) ($3.299) ($1.567) ($0.669) Terminal Multiple 5.0 x 5.00 Net Debt-Free Cash Flows: $7.652 $7.933 $10.911 $13.648 Terminal Value $156.485 Discount Period 0.42 1.33 2.33 3.33 Discount Period 3.83 Discount Factor @ 17.0% 0.94 0.81 0.69 0.59 Discount Factor @ 17.0% 0.55 Present Value of Net Debt-Free Cash Flows: $7.167 $6.435 $7.564 $8.087 PV of Terminal Value $85.722 Sensitivity Analysis: Enterprise Value 1 1.0% Terminal Multiple $114.98 4.0 x 4.5 x 5.0 x 5.5 x 6.0 x Implied Analyses 15.0% $103.507 $112.665 $121.822 $130.980 $140.138 LTM EBITDA Multiple 6.4x 16.0% $100.612 $109.471 $118.330 $127.189 $136.048 NFY EBITDA Multiple 5.1x 17.0% $97.831 $106.403 $114.975 $123.547 $132.120 18.0% $95.157 $103.454 $111.751 $120.048 $128.345 19.0% $92.585 $100.618 $108.651 $116.684 $124.717 Range of Selected Enterprise Values $106.403 — $123.547 Plus: Estimated present value of NOLs (2) $4.000 — $6.000 Enterprise Value, Including NOLs $110.403 — $129.547 Plus: Cash from Warrants/Options 0.193 — 0.193 Less: Debt (41.164) — (41.164) Less: Preferred Stock (0.400) — (0.400) Indicated Total Equity Value $69.032 — $88.176 Fully Diluted Common Shares 5.806 — 5.806 Calculated Equity Value per Share (Fully Diluted) $11.89 — $15.19 Footnote: (1) Represents 10-month stub period. (2) Based on values implied by management’s expected NOL utilization.

Appendices

Appendices Company Overview Public Market Trading Analysis Morton Historical Financial Statements Comparable Public Company Statistics Comparable Public Company Synopses Industry Overview

Company Overview

Houlihan Lokey Howard & Zukin
O            VERVIEW

The Company, headquartered in Morton, Illinois, is a manufacturer of engineered metal fabricated components and

subassemblies for global, industry-leading OEMs in the off-highway equipment industry.

Morton specializes in the design, production and assembly of light to medium gauge, cosmetically sensitive (class-A surfaces),

complex welded sheet metal fabrications for use in a diverse array of off-highway equipment.

The off-highway equipment industry is comprised of construction, commercial and agricultural markets, which involve “soft

tooled,” lower volume production runs.

Morton’s products include engine enclosures, panels, platforms, frames, tanks and other components used in backhoes,

excavators, tractors, wheel loaders, power generators, attachments and turf care equipment.

Morton’s service capabilities include: (i) engineering and design; (ii) prototype fabrication and tool design; (iii) purchasing,

logistics and project management; (iv) component production; (v) complex subassemblies; (vi) warehousing and shipping; and
(vii) just-in-time (“JIT”) delivery.

The Company has approximately 1,400 employees, none of whom are represented by a labor union.

Company Overview

Houlihan Lokey Howard & Zukin
CUSTOMERS

A fundamental element to Morton’s business strategy is the development of close,

interdependent working relationships with leading construction, commercial and agricultural OEMs. The Company’s strategy centers on Morton’s ability to provide a “beginning-to-end” solution in which the Company is integrally involved with customers throughout the entire product lifecycle, beginning with design engineering and concluding with JIT delivery.

Interdependent relationships of this nature enable the Company to manufacture

products designed to exact customer specifications, deliver products on a JIT basis, quickly respond to changes in customer needs, and provide an exceptional level of customer service.

Morton’s reputation for high-quality products and customer service has enabled the

Company to form alliances with world-class, industry-leading OEMs. Morton is the solesource supplier of essentially all of its products. Due to the design lead times and tooling expense necessary to create new products, it is rare for a competitor to replace an incumbent supplier during the production term of an equipment model. The product cycle for Morton’s current customers averages approximately three to five years.

Morton has a long history with its two largest customers, CAT and Deere, with the CAT

relationship beginning in 1976 and the Deere relationship beginning in 1989.

Company Overview

Houlihan Lokey Howard & Zukin
PRODUCTS

The charts below demonstrate revenue by end market for FY 2004 and FY 2009 (expected):

FY 2004 Revenue by End Market FY 2009E Revenue by End Market Construction 54% Agriculture 9% Commercial 37%

Construction products include metal components and subassemblies, such as engine enclosures, cabs,

platforms, frames and complex weldments used in backhoes, excavators, wheel loaders, skid-steer loaders,
lifts and similar construction equipment.

Major customers include CAT and Deere.

Commercial applications include components and subassemblies for store fixtures, generator sets, mowers,

all-terrain vehicles (“ATVs”), aerial lift and lift trucks.

Major customers include CAT and Deere, with new opportunities at manufacturers such as JLG,

Kubota Tractor Corporation and Woods Equipment Company.

Agricultural industry products include metal components and subassemblies such as steps, grills and

landing decks.

The major customer is Deere.

Construction 68% Agriculture 13% Commercial 19%

Company Overview

Houlihan Lokey Howard & Zukin
RAW MATERIALS, SUPPLIERS AND VENDORS

Morton’s principal raw material inputs for production include steel, fabrications, burned shapes, machined parts and tubing.

Steel purchases represent the largest component of Morton’s material cost and account for approximately 20% of cost of

sales.

According to management, the Company has favorable relationships with multiple suppliers of its production materials, resulting

in competitive material pricing.

During 2004, Morton purchased from approximately 200 suppliers, with the top 15 suppliers accounting for approximately

58% of direct material purchases.

Consolidation of suppliers, optimization of steel sheet sizes, utilization of available volume discounts, and use of nesting

software to improve material utilization have all helped Morton control material costs.

Morton’s participation in customer steel programs allows the Company to pass future steel price fluctuations through directly to

its customers.

In 2004, Morton purchased $11.7 million of steel, approximately 34% of its steel purchases, through customers’ steel

programs.

Morton was able to pass 100% of steel price increases on to its customers during the past several years, especially the

significant increases in 2004.

Company Overview

Houlihan Lokey Howard & Zukin 26 OWNERSHIP SUMMARY The Company’s equity consists of 5,805,556 common shares on a fully diluted basis. This common share count includes both Class A and Class B shares. Class A shares consist of 5,705,556 total shares, each with one vote per share. Class B shares consist of 100,000 shares, each with approximately 3.7 votes each. Mr. Morton controls all Class B shares. Via share ownership and certain proxies, Mr. Morton controls over 60% of the Company’s voting interest. Holder Basic Shares Percent of Basic Shares Fully Diluted Shares Percent of Fully Diluted Shares Bill Morton (1) (2) 1,353,990 27.18% 1,353,990 23.32% Mark Mealy (2) 1,162,584 23.34% 1,219,251 21.00% Fred Broling 179,778 3.61% 274,778 4.73% Brian Geiger (2) 142,197 2.85% 204,696 3.53% Brian Doolittle (2) 129,697 2.60% 169,698 2.92% Daryl Lindemann (2) 116,196 2.33% 168,697 2.91% Other Management and Insiders 308,598 6.20% 520,750 8.97% Subtotal Management and Other Insiders 3,393,040 68.12% 3,911,860 67.38% Tontine Associates 293,800 5.90% 293,800 5.06% Subtotal Institutional Investors 293,800 5.90% 293,800 5.06% Warrant Holders 0 0.00% 290,278 5.00% Other 1,294,038 25.98% 1,309,618 22.56% Total 4,980,878 100.00% 5,805,556 100.00% Source: “Stock Ownership” file provided by Edgeview. (1) Includes 100,000 Class B shares. (2) Will reinvest a portion of their Company common shares.

Appendices Company Overview Public Market Trading Analysis Morton Historical Financial Statements Comparable Public Company Statistics Comparable Public Company Synopses Industry Overview

Public Market Trading Analysis

Houlihan Lokey Howard & Zukin SUMMARY OF RECENT TRADING ACTIVITY AND STOCK PRICE The following table highlights the recent trading activity for Morton’s shares. Stock Price Trading Activity (March 17, 2005 – March 17, 2006) 52-Week High (November 14, 2005) $8.00 52-Week Low (February 8, 2006) $5.87 Current Stock Price (March 17, 2006) $6.01 Unaffected Stock Price (August 3, 2005) $7.80 Offer Price (November 2, 2005) $10.00 Due to the following factors, the public market price for Morton may not reflect fair market value: no analyst coverage; significant insider ownership; and low trading volume.

Public Market Trading Analysis Houlihan Lokey Howard & Zukin 29 TRADING STATISTICS ($ Millions, except per share amounts) ArvinMeritor, Inc. Cascade Corp. Sauer-Danfoss Inc. Sun Hydraulics Corp. Twin Disc, Inc. Median Mean Morton Industrial Group, Inc. Ticker Symbol ARM CAE SHS SNHY TDI MGRP Exchange NASDAQ NYSE NYSE NASDAQ NYSE OTC Analyst Coverage 7 3 2 2 0 3 4 0 Fully Diluted Shares 71.268 13.011 47.912 11.008 2.966 30.462 49.608 5.806 Closing Price as of Valuation Date $14.92 $52.50 $20.86 $23.79 $53.49 $22.33 $27.92 $6.01 Market Value of Equity (MVE) $1,063.3 $683.1 $999.4 $261.9 $158.7 $487.7 $576.5 $34.9 Public Float 66.073 9.895 10.226 7.188 2.250 10.061 40.849 1.271 Percent of Fully Diluted Shares Outstanding 92.7% 76.0% 21.3% 65.3% 75.9% 76.0% 71.7% 21.9% Institutional Holdings 55.170 9.097 7.909 4.602 0.981 8.503 33.648 0.294 Percent of Total Shares Outstanding 77.4% 69.9% 16.5% 41.8% 33.1% 55.9% 53.4% 5.1% Percent of Total Public Float 83.5% 91.9% 77.3% 64.0% 43.9% 80.2% 74.0% 23.1% Number of Institutional Holders 184 115 68 61 25 92 118 1 Average Daily Trading Volume (1) 0.702 0.058 0.027 0.130 0.007 0.094 0.485 0.002 Percent of Total Shares Outstanding 1.0% 0.4% 0.1% 1.2% 0.2% 0.7% 0.7% 0.0% Percent of Total Public Float 1.1% 0.6% 0.3% 1.8% 0.3% 0.8% 0.9% 0.2% Short Interest 4.324 0.427 0.284 0.793 0.003 0.610 3.111 0.000 Percent of Total Shares Outstanding 6.1% 3.3% 0.6% 7.2% 0.1% 4.7% 4.3% 0.0% Percent of Total Public Float 6.5% 4.3% 2.8% 11.0% 0.2% 5.4% 5.6% 0.0% Footnotes: (1) Average daily trading volume calculation is based on latest twelve months.

Public Market Trading Analysis Houlihan Lokey Howard & Zukin 30 MORTON PRICE / VOLUME GRAPH F E D C A B

Public Market Trading Analysis Houlihan Lokey Howard & Zukin 31 SIGNIFICANT EVENTS Date Press Release A March 29, 2005 Morton reports FY 2004 operating earnings of $8.8 million compared to $4.8 million in FY 2003. B May 17, 2005 Morton reports Q1 2005 operating earnings of $3.5 million compared to $2.1 million in Q1 2004. C June 2, 2005 13G filing by Bank of Montreal (i.e., BMO Nesbitt). D August 4, 2005 Morton announces they hired an investment bank to evaluate options for recapitalizing the Company. E August 15, 2005 Morton reports Q2 2005 operating earnings of $3.7 million compared to $2.7 million in Q2 2004. F November 15, 2005 Morton reports Q3 2005 operating earnings of $1.6 million compared to $1.8 million in Q3 2004. The stock price declined approximately 9%.

Public Market Trading Analysis Houlihan Lokey Howard & Zukin 32 HOULIHAN LOKEY GOING PRIVATE STUDY ANALYSIS 1-Day Prior to Valuation Date Morton Industrial Price (1) 1 — Day Premium (2) Implied Price Transactions Completed Since Jan. 1, 2001 (3) $6.01 22.3% $7.35 Transactions $10 — $100 Million in Value (4) $6.01 19.6% $7.19 Offer Price Over $10.00 per Share (5) $6.01 14.8% $6.90 5-Days Prior to Valuation Date Morton Industrial Price (1) 5 — Day Premium (2) Implied Price Transactions Completed Since Jan. 1, 2001 (3) $6.15 24.1% $7.63 Transactions $10 — $100 Million in Value (4) $6.15 20.9% $7.44 Offer Price Over $10.00 per Share (5) $6.15 15.3% $7.09 20-Days Prior to Valuation Date Morton Industrial Price (1) 20 — Day Premium (2) Implied Price Transactions Completed Since Jan. 1, 2001 (3) $6.13 24.8% $7.64 Transactions $10 — $100 Million in Value (4) $6.13 21.9% $7.47 Offer Price Over $10.00 per Share (5) $6.13 16.4% $7.13 (1) Based on the closing stock price as of March 17, 2006. (2) Source: Houlihan Lokey Howard & Zukin’s Going Private Study (13e-3 Filings), January 2001 through October 2005. (3) Represents 524 total transactions and 460 transactions with disclosed detail. (4) Represents 22 transactions with disclosed detail that occurred between January 2004 and October 2005. (5) Represents 69 transactions with disclosed detail that occurred between January 2004 and October 2005.

Appendices Company Overview Public Market Trading Analysis Morton Historical Financial Statements Comparable Public Company Statistics Comparable Public Company Synopses Industry Overview

Morton Historical Financial Statements Houlihan Lokey Howard & Zukin 34 INCOME STATEMENT ($ Millions) Fiscal Year Ended December 31, 2002 2003 2004 2005 Revenues, Net $116.567 $131.431 $185.469 $168.504 Cost of Sales (Goods Sold) 101.522 113.318 161.910 141.678 Gross Profit 15.045 18.113 23.559 26.826 Operating Expenses: Selling Expense 2.723 2.948 3.211 3.082 Administrative Expense 9.447 10.414 11.586 12.457 Total Operating Expenses 12.170 13.362 14.797 15.539 Operating Income 2.875 4.751 8.762 11.287 Interest Expense 4.228 3.084 4.526 5.401 Interest (Income) 0.000 0.000 0.000 0.000 Other Expenses (Income) (0.365) (0.015) 0.078 0.002 Nonrecurring Loss (Gain) 0.000 0.000 (2.833) 0.000 Pretax Income (Loss) (0.988) 1.682 6.991 5.884 Income Taxes (Credit) (0.288) 0.426 (5.775) 0.361 Net Income (Loss), Continuing Operations (0.700) 1.256 12.766 5.523 Extraordinary Gains (Loss) (2.593) (0.630) 0.000 0.000 Net Income (Loss) ($3.293) $0.626 $12.766 $5.523 Depreciation/Amortization $9.420 $5.694 $5.804 $5.663 Capital Expenditures $4.023 $4.119 $5.365 $4.049 EBITDA $12.295 $10.445 $14.566 $16.950 EBIT $2.875 $4.751 $8.762 $11.287

Morton Historical Financial Statements Houlihan Lokey Howard & Zukin 35 BALANCE SHEET ($ Millions) As of December 31, Assets 2002 2003 2004 2005 Current Assets: Cash & Equivalents $0.000 $0.000 $0.000 $0.000 Accounts Receivable 5.251 7.253 9.788 13.047 Other Receivables 0.000 0.100 2.741 1.653 Inventories 14.322 13.863 19.218 18.786 Prepaid Expenses and Other Current Assets 1.179 1.087 1.324 2.118 Deferred Income Taxes 0.400 1.600 2.700 2.700 Assets Held for Sale 8.990 0.000 0.000 0.000 Total Current Assets 30.142 23.903 35.771 38.304 Net Fixed Assets 23.364 22.432 22.390 22.409 Note Receivable $0.000 $1.183 $1.102 $0.000 Intangible Assets 1.336 1.100 2.148 0.600 Deferred Income Taxes 1.351 0.000 5.400 5.400 Other Assets 0.660 0.204 0.334 1.415 Total Assets $56.853 $48.822 $67.145 $68.128 Liabilities & Stockholders’ Equity Current Liabilities: Accounts Payable $14.731 $17.343 $17.860 $18.412 Current Maturities 6.620 7.153 6.096 8.537 Accrued Expenses 4.831 5.450 4.687 3.719 Redeemable Preferred Stock 0.000 0.500 0.500 0.500 Liabilities Held for Sale 6.254 0.000 0.000 0.000 Other Current Liabilities 0.000 0.275 0.200 0.188 Total Current Liabilities 32.436 30.721 29.343 31.356 Long-Term Debt $39.771 $32.331 $40.280 $35.004 Other Liabilities 0.262 0.118 0.368 0.368 Redeemable Preferred Stock 0.000 9.250 6.167 3.501 Warrants Payable 0.000 0.000 1.791 2.223 Total Liabilities 72.469 72.420 77.949 72.452 Stockholders’ Equity: Preferred Stock $8.608 $0.000 $0.000 $0.000 Common Stock 0.047 0.047 0.048 0.050 Paid-in Capital 20.895 20.895 20.922 20.947 Retained Earnings (45.166) (44.540) (31.774) (25.321) Net Stockholders’ Equity (15.616) (23.598) (10.804) (4.324) Total Liabilities & Stockholders’ Equity $56.853 $48.822 $67.145 $68.128

Appendices Company Overview Public Market Trading Analysis Morton Historical Financial Statements Comparable Public Company Statistics Comparable Public Company Synopses Industry Overview

Comparable Public Company Statistics Houlihan Lokey Howard & Zukin 37 PUBLIC COMPANY COMPARISON Size Size Historical Growth Historical Growth Projected Growth (Revenue, millions) (Enterprise Value, millions) (2-Year Revenue) (1-Year Revenue) (1-Year Revenue) Name Value Name Value Name Value Name Value Name Value ArvinMeritor, Inc. $8,922.0 ArvinMeritor, Inc. $2,358.3 Cascade Corp. 22.1% Sun Hydraulics Corp. 33.5% Sun Hydraulics Corp. 44.4% Sauer-Danfoss Inc. $1,542.0 Sauer-Danfoss Inc. $1,344.0 Sauer-Danfoss Inc. 21.4% Cascade Corp. 29.5% Cascade Corp. 17.3% Cascade Corp. $445.6 Cascade Corp. $664.2 Sun Hydraulics Corp. 21.0% Morton Industrial Group, Inc. 27.2% Sauer-Danfoss Inc. 23.3% Twin Disc, Inc. $225.0 Sun Hydraulics Corp. $257.1 Morton Industrial Group, Inc. 19.8% Sauer-Danfoss Inc. 24.6% Morton Industrial Group, Inc. 1.2% Morton Industrial Group, Inc. $143.7 Twin Disc, Inc. $173.0 ArvinMeritor, Inc. 15.1% Twin Disc, Inc. 17.4% ArvinMeritor, Inc. -2.7% Sun Hydraulics Corp. $112.2 Morton Industrial Group, Inc. $79.0 Twin Disc, Inc. 10.3% ArvinMeritor, Inc. 10.8% Twin Disc, Inc. NA Historical Growth Historical Growth Projected Growth Projected Growth Profitability (2-Year EBITDA) (1-Year EBITDA) (1-Year EBITDA) (5-Year EPS) (EBIT to Revenue) Name Value Name Value Name Value Name Value Name Value Twin Disc, Inc. 61.8% Sun Hydraulics Corp. 92.3% Sun Hydraulics Corp. 74.2% Sun Hydraulics Corp. 30.0% Sun Hydraulics Corp. 16.3% Sun Hydraulics Corp. 44.4% Morton Industrial Group, Inc. 42.8% Cascade Corp. 33.6% ArvinMeritor, Inc. 10.0% Cascade Corp. 14.8% Morton Industrial Group, Inc. 34.0% Cascade Corp. 41.0% Morton Industrial Group, Inc. 14.4% Cascade Corp. NA Morton Industrial Group, Inc. 8.6% Sauer-Danfoss Inc. 21.0% Sauer-Danfoss Inc. 32.9% Sauer-Danfoss Inc. 37.4% Sauer-Danfoss Inc. NA Twin Disc, Inc. 7.4% Cascade Corp. 20.9% Twin Disc, Inc. 8.1% ArvinMeritor, Inc. -8.5% Twin Disc, Inc. NA Sauer-Danfoss Inc. 5.4% ArvinMeritor, Inc. 2.9% ArvinMeritor, Inc. -2.9% Twin Disc, Inc. NA Morton Industrial Group, Inc. NA ArvinMeritor, Inc. 3.1% Profitability Relative Depreciation Internal Investment Liquidity Leverage (EBITDA to Revenue) (Depreciation to EBITDA) (Capital Expenditures to Revenue) (Current Ratio) (Debt to EV) Name Value Name Value Name Value Name Value Name Value Sun Hydraulics Corp. 21.3% Sauer-Danfoss Inc. 51.6% Sun Hydraulics Corp. 6.8% Cascade Corp. 3.1 Sun Hydraulics Corp. 1.0% Cascade Corp. 18.5% ArvinMeritor, Inc. 38.7% Sauer-Danfoss Inc. 6.1% Sun Hydraulics Corp. 2.7 Cascade Corp. 6.1% Sauer-Danfoss Inc. 11.2% Morton Industrial Group, Inc. 31.2% Twin Disc, Inc. 4.6% Twin Disc, Inc. 2.0 Twin Disc, Inc. 14.6% Morton Industrial Group, Inc. 12.5% Twin Disc, Inc. 25.9% Morton Industrial Group, Inc. 2.8% ArvinMeritor, Inc. 1.3 Sauer-Danfoss Inc. 23.0% Twin Disc, Inc. 10.0% Sun Hydraulics Corp. 23.3% Cascade Corp. 2.5% Morton Industrial Group, Inc. 1.2 Morton Industrial Group, Inc. 55.1% ArvinMeritor, Inc. 5.1% Cascade Corp. 19.6% ArvinMeritor, Inc. 1.7% Sauer-Danfoss Inc. 1.2 ArvinMeritor, Inc. 65.2%

Comparable Public Company Statistics Houlihan Lokey Howard & Zukin 38 OPERATING PERFORMANCE PARAMETERS ($ Millions) LTM Operating Indications LTM Margins 2-Year Compound Annual Growth Rates Gross Adjusted Adjusted Gross Adjusted Adjusted Adjusted Adjusted Revenue Profit EBITDA EBIT Profit EBITDA EBIT Revenue EBITDA EBIT ArvinMeritor, Inc. $8,922.0 # $631.0 # $457.0 # $280.0 #### 7.1% # 5.1% # 3.1% 1.1% 15.1% # 2.9% # 5.4% Cascade Corp. 445.6 # 138.6 # 82.3 # 66.2 #### 31.1% # 18.5% # 14.8% 9.3% 22.1% # 20.9% # 22.4% Sauer-Danfoss Inc. 1,542.0 # 359.0 # 172.9 # 83.8 #### 23.3% # 11.2% # 5.4% 2.1% 21.4% # 21.0% # 38.4% Sun Hydraulics Corp. 112.2 # 35.7 # 23.9 # 18.3 #### 31.8% # 21.3% # 16.3% #### 21.0% # 44.4% # 89.6% Twin Disc, Inc. 225.0 # 62.3 # 22.6 # 16.7 #### 27.7% # 10.0% # 7.4% 4.9% 10.3% # 61.8% # 205.1% Low $112.2 $35.7 $22.6 $16.7 7.1% 5.1% 3.1% 10.3% 2.9% 5.4% High $8,922.0 $631.0 $457.0 $280.0 31.8% 21.3% 16.3% 22.1% 61.8% 205.1% Median $445.6 $138.6 $82.3 $66.2 27.7% 11.2% 7.4% 21.0% 21.0% 38.4% Mean $2,249.4 $245.3 $151.7 $93.0 24.2% 13.2% 9.4% 18.0% 30.2% 72.2% Morton Industrial Group, Inc. $143.7 $27.3 $17.9 $12.3 19.0% 12.5% 8.6% 19.8% 34.0% 71.9% Footnotes: Source: Compustat. NA — Not Available. NMF — Not Meaningful Figure. LTM — Latest Twelve Months. EBIT — Earnings Before Interest and Taxes. EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization.

Comparable Public Company Statistics Houlihan Lokey Howard & Zukin 39 BALANCE SHEET STATISTICS ($ Millions) Net Leverage Total Net Income Net Income Current Quick Inventory A/R A/P Working Other Debt/ Debt/ Debt/ Interest Assets ROA ROE Ratio Ratio Turnover Days Days Capital LT Liab/EV EBITDA MVE (1) EV Coverage (2) ArvinMeritor, Inc. $5,729.000 # 1.7% # 2.7% # 1.3 # 0.7 # 14.2 61.6 # 62.1 $496.000 41.0% 3.4 x # 144.5% # 65.2% # 3.5 x ## Cascade Corp. 358.075 # 12.0% # 16.9% # 3.1 # 2.1 # 6.5 57.3 # 25.2 $86.560 3.5% 0.5 x # 5.9% # 6.1% # 27.5 x ## Sauer-Danfoss Inc. 1,146.747 # 2.9% # 6.3% # 1.2 # 0.5 # 5.3 54.3 # 30.7 $292.994 10.4% 1.8 x # 30.9% # 23.0% # 9.8 x ## Sun Hydraulics Corp. 73.243 # 16.9% # 24.3% # 2.7 # 1.8 # 10.4 31.1 # 14.2 $10.256 2.0% 0.1 x # 0.9% # 1.0% # 47.1 x ## Twin Disc, Inc. 184.343 # 5.9% # 14.0% # 2.0 # 0.8 # 2.8 55.1 # 38.3 $47.800 22.3% 1.1 x # 16.0% # 14.6% # 16.9 x ## Low $73.243 1.7% 2.7% 1.2 0.5 2.8 31.1 14.2 $10.256 2.0% 0.1 x 0.9% 1.0% 3.5 x High $5,729.000 16.9% 24.3% 3.1 2.1 14.2 61.6 62.1 $496.000 41.0% 3.4 x 144.5% 65.2% 47.1 x Median $358.075 5.9% 14.0% 2.0 0.8 6.5 55.1 30.7 $86.560 10.4% 1.1 x 16.0% 14.6% 16.9 x Mean $1,498.282 7.9% 12.9% 2.1 1.2 7.9 51.9 34.1 $186.722 15.9% 1.4 x 39.7% 22.0% 20.9 x Morton Industrial Group, Inc. $68.128 6.6% NMF 1.2 0.4 7.6 37.5 50.8 $15.985 NA 2.6 x 125.0% 55.1% 3.6 x Footnotes: Source: Compustat. NA — Not Available. NMF — Not Meaningful Figure. EV — Enterprise Value. MVE — Market Value of Equity. EBIT — Earnings Before Interest and Taxes. EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization. ROA — Return on Assets. ROE — Return on Equity. A/R — Accounts Receivable. A/P — Accounts Payable. (1) Represents Total Interest-Bearing Debt to Market Value of Equity. (2) Represents EBITDA to Interest Expense.

Comparable Public Company Statistics Houlihan Lokey Howard & Zukin 40 COMPARABLE PUBLIC COMPANY & MARKET STATISTICS ($ Millions) ArvinMeritor, Inc. Cascade Corp. Sauer-Danfoss Inc. Sun Hydraulics Corp. Twin Disc, Inc. General Market Information Ticker Symbol ARM CAE SHS SNHY TDI Exchange NYSE NYSE NYSE NASDAQ NASDAQ Fiscal Year End 09/2005 01/2005 12/2004 12/2004 06/2005 Latest Financial Information 12/2005 10/2005 09/2005 10/2005 12/2005 Market Valuation Information Fully Diluted Shares 71.268 13.011 47.912 11.008 2.966 Closing Price as of March 17, 2006 $14.92 $52.50 $20.86 $23.79 $53.49 Market Value of Equity (MVE) $1,063.324 $683.101 $999.447 $261.880 $158.654 plus: Total Debt (book) 1,537.000 40.542 308.846 2.475 25.316 less: Converted Debt 0.000 0.000 0.000 0.000 0.000 plus: Preferred Stock Redemption/Market/Liq. Value 0.000 0.000 0.000 0.000 0.000 less: Converted Preferred 0.000 0.000 0.000 0.000 0.000 less: Cash & Cash Equivalents (book) 302.000 59.468 13.312 7.232 11.493 plus: Minority Interest in Subsidiaries 60.000 0.000 49.039 0.000 0.527 Enterprise Value $2,358.324 $664.175 $1,344.020 $257.123 $173.004

Appendices Company Overview Public Market Trading Analysis Morton Historical Financial Statements Comparable Public Company Statistics Comparable Public Company Synopses Industry Overview

Comparable Public Company Synopses Houlihan Lokey Howard & Zukin 42 COMPARABLE PUBLIC COMPANY SYNOPSES ArvinMeritor, Inc. Cascade Corp. ArvinMeritor, Inc. (“ArvinMeritor”) engages in the design, development, manufacture, marketing and distribution of various products for use in commercial, specialty and light vehicles. The company also provides coilcoating applications to the transportation, appliance, construction, HVAC and doors industries. It supplies drivetrain systems and components, including axles and drivelines, braking systems, suspension systems and exhaust and ride control products for medium-and heavy-duty trucks, trailers and specialty vehicles to OEMs, and to the commercial vehicle aftermarket. ArvinMeritor currently has a joint venture with Dongwon Precision Industrial Co., Ltd. to supply diesel particulate filters to light vehicle manufacturers in Korea facing stringent diesel emissions reduction legislation, as well as to produce related exhaust system components. The company is headquartered in Troy, Michigan. Cascade Corp. (“Cascade”) engages in the manufacture of materials handling load engagement devices and related replacement parts primarily for the lift truck industry worldwide. It offers various lift truck attachments, forks and accessories used to handle loads, such as appliances, paper rolls, baled materials, textiles, beverage containers, drums, canned goods, bricks, masonry blocks, lumber, plywood, and boxed, packaged and containerized products. Cascade also offers other specialty products, such as load stabilizers, stationary load inverters, forward bin dumpers, block handlers, layer pickers, and load extenders. In addition, it provides hydraulic and electrical systems, remanufactured attachments and custom products. The company markets and distributes its products to original equipment manufacturers, original equipment designers and distributors. Cascade was organized in 1943 and is headquartered in Fairview, Oregon.

Comparable Public Company Synopses Houlihan Lokey Howard & Zukin 43 COMPARABLE PUBLIC COMPANY SYNOPSES (CONTINUED) Sauer-Danfoss Inc. Sun Hydraulics Corp. Sauer-Danfoss Inc. (“Sauer-Danfoss”) engages in the development, manufacture and marketing of advanced systems for the distribution and control of power in mobile equipment principally in the America, Europe and the Asia-Pacific regions. The company operates through three segments: Propel, Work Function and Controls. Sauer-Danfoss sells its products to original equipment manufacturers, as well as to the construction, road building, agriculture, turf care and specialty vehicle markets. The company was incorporated under the name Sundstrand Venture Company in 1986 and changed its name to Sauer, Inc. in 1990. Subsequently, it merged with Danfoss Fluid Power and changed its name to Sauer-Danfoss, Inc. in 2000. Sauer-Danfoss is based in Lincolnshire, Illinois. Sun Hydraulics Corp. (“Sun Hydraulics”) engages in the design and manufacture of high-performance screw-in hydraulic cartridge valves and manifolds worldwide. Its products are suitable for flows from one to 400 gallons per minute and continuous operating pressures up to 5,000 pounds per square inch. The company also manufactures manifolds, which are machined to create threaded cavities and channels into which screw-in cartridge valves can be installed and through which the hydraulic fluid flows. Sun Hydraulics sells its products through a network of independent fluid power distributors to various end users for use in a range of mobile applications, such as construction, agricultural and utility equipment; and an array of industrial applications, including machine tools and material handling equipment. Sun Hydraulics was founded in 1970 and is headquartered in Sarasota, Florida.

Comparable Public Company Synopses Houlihan Lokey Howard & Zukin 44 COMPARABLE PUBLIC COMPANY SYNOPSES (CONTINUED) Twin Disc, Inc. Twin Disc, Inc. (“Twin”) engages in the design, manufacture and sale of heavy-duty off-highway power transmission equipment primarily in the United States. Its products include hydraulic torque converters, power-shift transmissions, marine transmissions and surface drives, universal joints, gas turbine starting drives, power take-offs and reduction gears, industrial clutches, and fluid couplings and control systems. The company sells its products to customers primarily in the construction equipment, industrial equipment, government, marine, energy and natural resources, and agricultural markets through direct sales force and distributor network. Twin Disc was incorporated in 1918 and is headquartered in Racine, Wisconsin.

Appendices Company Overview Public Market Trading Analysis Morton Historical Financial Statements Comparable Public Company Statistics Comparable Public Company Synopses Industry Overview

Industry Overview

Houlihan Lokey Howard & Zukin OVERVIEW Demand for Morton’s products is driven by equipment needs within the North American off-highway industry. The off-highway industry is comprised of an array of markets such as the construction, commercial and agricultural markets, all of which utilize equipment that contain components or subassemblies similar to what Morton produces for its existing customers. The off-highway equipment industry serves various markets, which are directly affected by macroeconomic factors such as real GDP, interest rates, non-residential construction and housing starts. These economic indicators have been strong over the past three years, and industry experts and management anticipate that these economic indicators will exhibit positive fundamentals going forward that will drive industry growth in all segments of the off-highway equipment industry. The following pages provide an overview of the Company’s primary end markets and major customers, as well as emerging trends in the industry.

Industry Houlihan Lokey Howard & Zukin CONSTRUCTION EQUIPMENT The construction equipment market includes construction, earth moving, and forestry equipment, as well as some material handling equipment, offhighway trucks and a variety of machines for specialized industrial applications. According to Freedonia Group, Inc. (“Freedonia”), the U.S. market for construction equipment reached approximately $24.5 billion in 2004, representing a Compound Annual Growth Rate (“CAGR”) of 3.8% in market size since 1999. The Association of Equipment Manufacturers’ (“AEM”) 2004-2005 Construction Equipment Outlook Survey forecasts an 8.4% increase in unit sales in 2005. Freedonia estimates the U.S. construction equipment market will reach $31.6 billion in 2009, representing a CAGR of almost 5.2%. ($ in Billions)

Industry Overview Houlihan Lokey Howard & Zukin CONSTRUCTION EQUIPMENT (CONTINUED) The Company operates primarily within three subcategories of the construction equipment market: Construction Loaders: Construction loaders consist of wheel loaders, crawler loaders, backhoe loaders and skid steer loaders. Freedonia estimates the U.S. market for construction loaders was $4.9 billion in 2004 and expects this market to grow to $6.4 billion by 2009, representing a CAGR of 5.3%. Off-Highway Trucks and Tractors: Off-highway trucks and tractors are dominated by excavators and track-type tractors (or bulldozers), which are primarily used to move large quantities of materials for applications in building and nonbuilding construction, mining operations, landfills, and also to tow other equipment. Two basic types of off-road construction tractors include crawlers, which are designed to operate in rough terrain, and wheel tractors, which are more mobile and are used for towing and compaction applications. Freedonia estimates the U.S. market for off-highway trucks and tractors was $3.9 billion in 2004 and expects demand will grow at a CAGR of approximately 3.9%, reaching $4.5 billion in 2009. Graders and Other Parts and Attachments: This market consists of graders and earthmoving machines that are used to smooth out, level, or improve the slope of a surface, and other parts and attachments. Freedonia estimates the U.S. market for graders and other parts and attachments was $3.6 billion in 2004, and expects that demand will grow at a CAGR of approximately 5.0%, reaching $4.8 billion in 2009.

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Industry Overview

Houlihan Lokey Howard & Zukin COMMERCIAL EQUIPMENT The commercial equipment market includes a range of components and subassemblies used in a variety of industrial applications, including turf and grounds equipment, electric power generation systems, work platforms and lift trucks, attachments and recreational vehicles. The Company operates primarily within three subcategories of the commercial equipment market: Turf and Grounds Equipment: Turf and grounds equipment includes mowers, tractors and other related turf equipment. According to Freedonia, the U.S. market for turf and grounds equipment reached $1.9 billion in 2004, representing a CAGR of 11.0% from 1999. Demand for turf and grounds equipment is expected to exhibit a CAGR of 4.0% through 2009, benefiting from the rising number of landscaping firms and golf course market growth. Power Generation Systems: Power generation systems provide electrical power for prime, standby and distributed generation in all types of applications, from healthcare, manufacturing and pharmaceutical to commercial, construction, mining and telecommunications. Freedonia estimates that the market for power generation systems will reach $4.5 billion in 2005, representing a 9.1% CAGR from 1995 and predicts that, from 2005 to 2010, demand will grow at a CAGR of 7.1%, reaching $6.4 billion in 2010. Recreational Vehicles: Recreation vehicles (“RVs”) represent a family of vehicles combining transportation and temporary living quarters for recreation, camping and travel. According to the Recreation Vehicle Industry Association, the RV industry reached record levels of RV unit shipments totaling 370,100 units and $14 billion in retail value in 2004. This industry has exhibited significant cyclicality in the past.

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Industry Overview

Houlihan Lokey Howard & Zukin AGRICULTURAL EQUIPMENT The $15 billion North American agricultural market includes large, relatively expensive products such as tractors, combines and other farming equipment. Sales of agricultural equipment are strongly influenced by the many interrelated factors that affect farmers’ confidence, including worldwide demand for agricultural products, grain stocks, prices realized for commodities and livestock, weather and soil conditions, real estate values, the level of government farm programs, animal diseases, crop pests and harvest yields. Factors that are particularly important include the prices realized by farmers for their crops and livestock, weather and soil conditions, and the level of farm product exports, as well as the level of payments under the U.S. government farm programs. From 1999 through 2002, the agricultural equipment market softened as a result of lower farm commodity prices and weaker farm economic conditions, but rebounded in 2003 after U.S. farm income hit a record level as a result of continuing high crop and livestock prices, as well as favorable levels of carryover stocks in farm commodities. AEM’s outlook for future sales of agricultural equipment remains optimistic based on survey results from equipment member companies. According to Freedonia, the North American market for agricultural equipment is expected to total approximately $16.1 billion in 2006 and grow to $19.3 billion in 2010, representing a CAGR of 3.7%.

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Industry Overview

Houlihan Lokey Howard & Zukin 51 SELECTED END CUSTOMER FORECASTS CAT is expected to increase machinery sales by a CAGR of 10.1% between 2004 and 2007. CAT Total Sales(1) ($ in millions) CAT Sales by Segment $10,000 $14,000 $18,000 $22,000 $26,000 $30,000 $34,000 $38,000 2002 2003 2004 2005E 2006E 2007E 62% 32% 6% Machinery Engines Other CAT Machinery Sales(1) ($ in millions) CAT Sales by Product $10,000 $14,000 $18,000 $22,000 $26,000 2002 2003 2004 2005E 2006E 2007E 39% 16% 14% 9% 8% 7% 4% 3% Parts Wheel Loaders Other Equipment Crawler dozers Excavators Haulers Backhoes Motor Graders (1) Morgan Stanley, October 27, 2005

Industry Houlihan Lokey Howard & Zukin SELECTED END CUSTOMER FORECASTS (CONTINUED) Industry analysts expect strong growth in Deere construction equipment (5.6% CAGR 2004-2007) and lower growth in agricultural equipment (3.8% CAGR 2004-2007). Deere Construction Equipment Sales(1) ($ in millions) Deere Construction Sales By Product $2,000 $3,000 $4,000 $5,000 $6,000 2002 2003 2004 2005E 2006E 2007E 44% 20% 16% 11% 6% 3% Excavators Backhoe/Loaders Wheel Loaders Other Equipment/Parts Crawler T ractors/ Loaders Skid Steers Deere Agricultural Equipment Sales(1) ($ in millions) Deere Agricultural Equipment Sales By Product $6,000 $8,000 $10,000 $12,000 2002 2003 2004 2005E 2006E 2007E 27% 21% 15% 11% 5% 21% Row Crop T ractors Compact T ractors Utility T ractors Combines 4 Wheel Drive Tractors Parts & Implements (1) Morgan Stanley, August 31, 2005

Industry Houlihan Lokey Howard & Zukin 53 TRENDS According to management, the Company benefits from a number of favorable trends in the off-highway equipment industry that impact its business. Continued Outsourcing Strategy by Both Large and Mid-Sized OEMs: As both large and mid-sized OEMs further evolve from a turnkey manufacturer to a “systems integrator,” they will continue to outsource their component and subassembly manufacturing to suppliers in order to focus on their core competencies, reduce costs and increase return on assets. Additionally, OEMs will continue to consolidate their supplier base to increase efficiencies, presenting substantial opportunities for capable suppliers. For example, CAT and Deere have reduced their supplier base by 30% over the past five years resulting in an increase in part numbers awarded for Morton production. Greater Dependence on Supplier Resources: OEMs have historically been supplied by a large number of local suppliers that would each produce a small number of products. As these OEMs have increased the complexity of their equipment and become more dependent on component and subassembly suppliers, they have reduced the size of their supplier base and have established close relationships with a smaller number of sophisticated suppliers who can provide a range of services, including design engineering, prototyping, sophisticated quality systems and JIT delivery. The high levels of service necessary to serve these customers, coupled with significant tooling investments, have resulted in sole-sourcing rather than dual or multi-sourcing of nearly all of the components and subassemblies to its customers. As these customers continue to reduce the size of their supplier base and outsource a growing percentage of their product needs, the Company expects to become even more aligned with its customers. Aggressive Product Expansion and Diversification Programs by Customers: OEMs will continue to rapidly expand their internal product lines and diversify into complementary segments in order to improve financial performance and mitigate cyclicality and seasonality. Robust Commercial Market Growth: Management believes that the commercial market will grow at robust rates as leading midsized OEMs rapidly expand product lines, accelerate decisions to outsource increasing levels of their own manufacturing needs, and dramatically improve their distribution methodology.

EX-99.(D)(3)

Exhibit (d)(3)

Exhibit B to Contribution Agreement

STOCKHOLDERS AGREEMENT TERM SHEET — MMC PRECISION HOLDINGS CORP.

Stockholder Parties:	•	Brazos Private Equity Partners, LLC, or one or more of its affiliates (“Brazos” and collectively with its affiliates and each of their respective directors, managers, stockholders, partners and members (and members of the respective immediate families and trusts for the primary benefit of such family members), the “Brazos Group”)
	•	MassMutual Corporate Investors, MassMutual Participation Investors, Tower Square Capital Partners II, L.P., Tower Square Capital Partners II-A, L.P., Tower Square Capital Partners II-B, L.P., their respective affiliates and any Person for whom any of the foregoing acts as an investment advisor (the “MassMutual Group”)
	•	William D. Morton (“Morton”)
	•	Mark W. Mealy and/or Eastover Group LLC, an entity solely controlled by Mark W. Mealy and in which Mark W. Mealy and members of his immediate family are the sole investors (“Mealy”)
	•	Any officers or employees of the Company (as defined below) or any of its subsidiaries holding any Common Stock (as defined below) of Holdings (as defined below), including Morton (the “Management Stockholders”)
	Brazos, the Mass Mutual Group, Morton, Mealy and the Management Stockholders are referred to collectively as the “Holders”.
Ownership Structure:	•	MMC Precision Holdings Corp., a Delaware corporation (“Holdings”)
	•	Morton Industrial Group, Inc., a Georgia corporation and wholly-owned subsidiary of Holdings (the “Company”)
	•	Morton Metalcraft Co., an Illinois corporation and wholly-owned subsidiary of the Company
	•	Morton Metalcraft Co. of North Carolina, a North Carolina corporation and wholly-owned subsidiary of the Company
	•	B&W Metal Fabricators, Inc., a North Carolina corporation and wholly-owned subsidiary of the Company
	•	Mid-Central Plastics, Inc., an Iowa corporation and wholly-owned subsidiary of the Company
	•	Morton Metalcraft Co. of South Carolina, a South Carolina corporation and wholly-owned subsidiary of the Company

Company Capitalization:	The securities of Holdings subject to this Agreement shall consist solely of (i) common stock, par value $0.01 per share, of Holdings (“Common Stock”) and (ii) warrants to purchase up to 3.75% of the fully-diluted Common Stock of Holdings (taking into account the Common Stock issuable upon exercise of the Options (as defined below)) to be issued to the Mass Mutual Group (the “Warrants” and collectively with the Common Stock, the “Securities”).
	Additionally, the Company shall, pursuant to an option plan to be entered into in connection with the transactions, be entitled to issue options to purchase up to 10% of the fully-diluted Common Stock of Holdings (not taking into account the Common Stock issuable upon exercise of the Warrants) to members of management of the Company and its subsidiaries (the “Options”). The Options shall not be subject to the Stockholders Agreement and no holder of any Options shall have any rights or obligations under the Stockholders Agreement with respect thereto until such time as such Options are exercised in accordance with their terms and Common Stock is issued in consideration therefor. On the closing date of the transactions contemplated by the Merger Agreement, Holdings shall issue the options set forth on Schedule A attached hereto.
	Except as contemplated by the preceding two paragraphs, there will be no other securities of Holdings outstanding or reserved for issuance at the closing of the transaction.
Board Rights:	The Board of Directors of Holdings and the Company (the “Company Board”) shall be identical and shall initially consist of 6 directors, each of whom shall be appointed by Brazos; provided, however, that (i) one such director shall be Morton for so long as he either (x) remains Chairman and Chief Executive Officer of the Company or (y) retains 50% of the Common Stock held by him as of the date of the Stockholders Agreement and (ii) one such director shall be Mealy for so long as he retains 50% of the Common Stock held by him as of the date of the Stockholders Agreement. In the event that Morton or Mealy or should die or resign from the Company Board or lose their right to a seat on the Company Board as set forth above, then in all such cases such individual shall lose his right to a seat on the Company Board, and the director to fill such seat shall be appointed by Brazos in its sole discretion. Initially, Brazos’ other four appointments to the Company Board (in addition to Morton and Mealy) shall be Patrick K. McGee, Randall S. Fojtasek, Lucas T. Cutler and F. Russell Beard, Jr.
	So long as the Mass Mutual Group holds any Securities, or any note evidencing subordinated indebtedness in Holdings issued to the MassMutual Group, the MassMutual Group may designate one representative who shall have the right to attend all meetings of the Company Board in a non-voting observer capacity. In the event that each of Jeff Fronterhouse, Randall Fojtasek and Patrick McGee ceases to be a principal of Brazos Private Equity Partners, LLC (including its successors), the MassMutual Group shall be entitled to appoint such designee as its designee to serve on the Company Board and the size of the Company Board shall be increased by one.
	Each Holder shall, at any time it is then entitled to vote for the election of directors to the Company Board, vote all of its Common Stock, by proxy, written consent or at a meeting of stockholders, as the case may be, and take all other necessary action

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	(including causing Holdings to call a special meeting of stockholders if necessary) in order to give effect to the representation entitlements set forth herein.
	A director elected to office as set forth above may only be removed from office by the party or parties entitled to nominate such directors. In the case of any vacancy in the office of a director, by death, resignation, removal or otherwise, only the party or parties entitled to nominate such director shall be entitled to nominate a successor to hold office for the unexpired term of the director whose place shall be vacant.
	Holdings shall pay all reasonable out-of-pocket expenses incurred by each director or observer in connection with attending regular and special meetings of the Company Board and any committees thereof.
Board Actions; Quorum:	All decisions of the Company Board shall require the affirmative vote of a majority of the directors thereof. The presence of a majority of the directors, including a majority of the directors nominated by Brazos, shall be required to constitute a quorum at any meeting.
Restrictions On Transfer:	Prior to a Qualified IPO and except for Permitted Transfers, the Securities shall not be transferred by any Management Stockholder while employed by the Company or any of its affiliates. In addition to the foregoing, but subject to the next two sentences, all Securities owned by the MassMutual Group, the Brazos Group or Mealy will be freely transferable. All transfers shall be made only after compliance with the rights of first refusal, tag-along rights, and drag-along rights as set forth below, to the extent applicable, and such other restrictions as are necessary to ensure compliance with the Securities Act of 1933, as amended (the “Securities Act”). Other than (i) transfers made pursuant to a sale of the Company or transfers made in compliance with the rights of first refusal, tag-along rights or drag-along rights set forth below or (ii) transfers to the public pursuant to an effective registration statement or sales to the public pursuant to Rule 144 under the Securities Act otherwise permitted hereunder, but only after the Company has a class of securities registered under the Securities Act, each Holder will cause any proposed transferee of any Security or any interest therein held by it to agree in writing, in an instrument in form and substance reasonably satisfactory to Holdings, to take and hold such Securities subject to the provisions and upon the conditions specified in the Stockholders Agreement.
	A “Permitted Transfer” shall mean any transfer (a) with respect to a Holder who is an individual, to a member of the immediate family of such Holder, to a trust whose sole beneficiaries are such Holder and/or members of the immediate family of such Holder or to a person the outstanding equity interests of which are owned entirely by such Holder and/or members of the immediate family of such Holder, (b) with respect to a Holder that is a trust, to any beneficiary of the trust or any member of the immediate family of a beneficiary of the trust, (c) with respect to the Brazos Group or the MassMutual Group, to any affiliate of a Holder or in the case of the MassMutual Group, to any institutional investor for which any affiliate of the MassMutual Group acts as an investment advisor, (d) upon the death of a Holder to such Holder’s executors, administrators, testamentary trustees, legatees or beneficiaries, (e) that is a distribution to any of such Holder’s partners who are

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Accredited Investors, (f) by a Holder pursuant to a sale of the Company or transfers made in compliance with the rights of first refusal, tag-along rights or drag-along rights set forth below, (g) pursuant to a merger, consolidation, share exchange, scheme of arrangement or other similar transaction by Holdings or pursuant to an agreement to which Holdings is a party, and (h) by a Holder pursuant to a public offering registered under the Securities Act or pursuant to Rule 144 promulgated under the Securities Act, but as to any transfer under Rule 144 under the Securities Act only if the Company has a class of securities registered under the Securities Act; provided that, in the case described in each of clause of (a) through (e) above, the proposed transferee (x) shall execute and deliver to Holdings and Brazos a joinder agreement to the Stockholders Agreement, and (y) in the case of clause (a), (b), (c) or (e) above, certifies to the reasonable satisfaction of Holdings that such transferee is an Accredited Investor.

Sale Rights:

At any time after the date of the Stockholders Agreement and prior to a Qualified IPO, Brazos may give written notice to Holdings and the Holders requiring a sale of the Company. Each Holder hereby agrees to vote all of its or his Securities in favor of such sale upon the request of Brazos. Notwithstanding anything to the contrary contained herein, except as provided in the immediately following sentence, each of the Holders shall receive the same consideration for each of the Securities it then owns as Brazos receives for its Securities in such sale. If such sale is to be consummated pursuant to a stock purchase, the Securities of all Holders shall be sold at the same price and otherwise treated identically with the Securities being sold by Brazos in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by Brazos shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, that no Holder which is a member of the MassMutual Group shall be required to vote in favor of, or to accept consideration pursuant to, such a sale unless (i) the consideration to be received in such sale consists of not less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the drag-along rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions).

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Preemptive Rights:	Prior to a Qualified IPO, in the event that Holdings or any of its subsidiaries proposes to issue or sell any shares of Common Stock, common stock equivalents or other equity securities, Holdings shall, no later than five (5) days prior to the consummation of such transaction, give written notice of such transaction to each Holder and offer to sell to each Holder (provided that such Holder is an Accredited Investor) all or any part of such Holder’s pro rata portion of such securities (which shall be based on the ratio that the fully-diluted Common Stock then held by such Holder bears to the amount of the then outstanding fully-diluted Common Stock, excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options). Such preemptive rights may not be transferred to any person, other than to (i) any member of the Brazos Group, (ii) any member of the MassMutual Group, (iii) Morton or (iv) Mealy; provided, that the foregoing restriction shall not apply to the transferee of twenty-five percent (25%) or more of the Securities beneficially owned by the MassMutual Group on the date of execution of the Stockholders Agreement.
	The preemptive rights set forth in the Stockholders Agreement shall not apply to (i) issuances or sales of shares of Common Stock, common stock equivalents or other equity securities of Holdings upon exercise, conversion or exchange of an Option or Warrant, (ii) shares of Common Stock, common stock equivalents or other equity securities of Holdings distributed or set aside ratably to all holders of Common Stock, common stock equivalents or other equity securities of Holdings (or any class or series thereof) on a per share equivalent basis, (iii) issuances or sales of shares of Common Stock, common stock equivalents or other equity securities of Holdings pursuant to a registered underwritten public offering, pursuant to a merger of Holdings or any of its subsidiaries into or with another entity or pursuant to an acquisition by Holdings or any of its subsidiaries of the capital stock or assets of another business entity or business segment of any such entity, (iv) issuances or sales of shares of Common Stock, common stock equivalents or other equity securities of the Company to employees, officers, consultants, and/or directors of Holdings and/or any of its subsidiaries pursuant to employee benefit or similar plans or arrangements of Holdings and/or its subsidiaries, including the option plan to be entered into in connection with the transactions, (v) issuances of shares of Common Stock, common stock equivalents or other equity securities of the Company in payment of all or any portion of the principal of, or interest or premium on, any indebtedness of Holdings or any of its subsidiaries, (vi) the issuance of the Warrants, and (vii) issuances of shares of Common Stock, common stock equivalents or other equity securities of Holdings in connection with the issuance of debt securities of Holdings or any or any of its subsidiaries, provided that the exception set forth in clause (vii) shall only apply to the MassMutual Group to the extent that the MassMutual Group first has been given the opportunity to offer to provide the financing with respect to such debt securities on substantially the same terms and such terms are at the then market rate.
Drag-Along Rights:	Prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the

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right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions).

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Tag-Along Rights: Prior to a Qualified IPO, if Brazos proposes to effect a transfer (other than a Permitted Transfer) by one or more members of the Brazos Group of Securities representing more than twenty-five percent (25%) of the total voting power of Securities entitled to vote for the election of directors of Holdings and it does not, or cannot, exercise its drag-along rights, each Holder may elect to include in the proposed transfer that portion of such Holder’s Securities which represents the same percentage of such Holder’s total fully-diluted Common Stock as the Securities being sold by the Brazos Group represents of its total fully-diluted Common Stock (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options); provided, that a Holder’s tag-along rights shall first be applied to Securities of such Holder that are the same as the Securities being transferred by the Brazos Group and then, to the extent that like Securities are insufficient to satisfy such Holder’s rights hereunder, to the other Securities of such Holder; provided further, that, if the purchaser of the Securities refuses to purchase Securities of such Holder that are not the same as the Securities being transferred by the Brazos Group, a Holder’s tag-along rights shall be limited to the transfer of Securities of such Holder that are the same as the Securities being sold by the Brazos Group (it being understood that the MassMutual Group common stock underlying the warrants and purchased at the closing will be considered the “same” as the Brazos Group common stock); provided further, that, if the consideration to be received by the Brazos Group includes any securities, then, unless Brazos and the transferee both reasonably determine that an exemption is otherwise available under the Securities Act and all applicable state securities laws for such transaction, only Holders who have certified to the reasonable satisfaction of the Brazos Group that they are Accredited Investors shall be entitled to participate in such transfer, unless the transferee consents otherwise. In connection any exercise of tag-along rights under the Stockholders Agreement, no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to compliance with securities laws as the purchaser may reasonably require. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions). The purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities.

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Right of First Refusal:

If any Holder that is not a member of the Brazos Group receives any bona fide offer or offers to purchase or otherwise acquire any or all of its Securities that if consummated would not be a Permitted Transfer, Holdings shall have the option for (i) in the event that the proposed transferor is a member of the MassMutual Group, five (5) business days, and (ii) in the event that the proposed transferor is not a member of the MassMutual Group, fifteen (15) business days (from the later to occur of (a) the date of receipt of notice of such offer or (b) the date of determination of the fair market value for any non-cash consideration included in the purchase price for such Securities) to elect to purchase all, but not less than all, of such Securities upon the same terms and conditions as contained in such offer. If Holdings elects not to purchase all such Securities or fails to make a timely election, then Brazos (or any of its assignees in the Brazos Group) shall have the option for (i) in the event that the proposed transferor is a member of the MassMutual Group, five (5) business days, and (ii) in the event that the proposed transferor is not a member of the MassMutual Group, fifteen (15) business days (from the first to occur of (a) the date Holdings notifies Brazos that it has elected not to purchase all such Securities or (b) the end of the five (5) or fifteen (15), as applicable, business day period in which Holdings is entitled to make such election) to elect to purchase all, but not less than all, of such Securities upon the same terms and conditions as contained in such offer. If Brazos (or any of its assignees in the Brazos Group) has not elected to purchase all of such securities or has failed to make a timely election, the applicable Holder may transfer all, but not less than all, of such Securities to the prospective transferee(s) making the original offer, at a price and on terms no more favorable to such prospective transferee(s) than as specified in such original offer, during the following 90-day period. If such Securities are not so transferred within such 90-day period, such Securities must be reoffered to Holdings and Brazos if such Holder still desires to transfer such Securities.

Call Right on Management Shares:

In the event that Holdings or any of its subsidiaries terminates the employment of any Management Stockholder for Cause (to be defined) or such Management Stockholder terminates his employment with Holdings or any of its subsidiaries for any reason other than Good Reason (to be defined), within 60 days of such termination date Holdings shall have the right, but shall in no event be required, to require such Management Stockholder to sell to Holdings all of the Securities held by such Management Stockholder; provided, however, that Holdings shall not have such right in the event that the applicable Management Stockholder (i) terminates his employment after reaching 65 years of age and (ii) either has in place as of such termination a non-competition agreement with the Company and Holdings or concurrently with such termination enters into such a non-competition agreement in form and substance reasonably satisfactory to the Company and Holdings . The purchase price for such Securities shall be: (A) in the event such Management Stockholder (i) has his or her employment terminated for Cause at any time after the date of the Stockholders Agreement or (ii) terminates his or her employment for any reason other than Good Reason during the first three (3) years following the date of the Stockholders Agreement, a cash amount equal to the lower of (x) the price initially paid by such Management Stockholder for the Securities or (y) the fair market value of such Securities, as determined in good faith by the Company Board; and (B) in the event such Management Stockholder terminates his or her employment for any reason other than Good Reason after the first three (3) years following the date of the Stockholders Agreement, the fair market value of such Securities, as determined in good faith by the Company Board.

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Registration Rights:	At any time after one hundred twenty (120) days following the consummation of a Qualified IPO, Brazos shall be entitled to make four (4) customary demand requests. At any time after one hundred twenty (120) days following the consummation of a Qualified IPO, each of Morton and Mealy shall be entitled to make one (1) customary demand request. At any time after the earlier to occur of the sixth anniversary of the date of the Stockholders Agreement or the first anniversary of the consummation of a Qualified IPO, the MassMutual Group shall be entitled to make one (1) customary demand request; provided, however, that the rights of the MassMutual Group to make such a demand request shall terminate upon a transfer of more than fifty percent (50%) of the Securities held by the MassMutual Group on the date of the Stockholders Agreement to any person not in the MassMutual Group.
	In addition, the Holders shall have unlimited S-3 registration rights, provided (i) that, in the case of all Holders making such requests except for Holders in the Mass Mutual Group, such requests are made for an aggregate minimum amount of at least $5,000,000 and (ii) that in the event Holdings has effected three (3) or more registrations on Form S-3 during any twelve (12) month period, any additional registrations on Form S-3 during such twelve (12) month period shall be at the expense of the requesting Holders. In addition, following a Qualified IPO Holders shall be entitled to (or shall be entitled to cause Holdings to exercise) customary piggyback registration rights should Holdings (or any of its subsidiaries) propose to register any of its (or their) equity securities. The registration rights agreement shall contain customary lockup provisions, not to exceed 10 days prior to, and 180 days following, any underwritten registration.
	A “Qualified IPO” means a firm commitment underwritten public offering of Common Stock for cash pursuant to an effective registration statement under the Securities Act in respect of which (i) the aggregate proceeds to Holdings (prior to deducting any underwriters’ discounts and commissions) from such offering and any similar prior public offerings equal or exceed Twenty-Five Million Dollars ($25,000,000) and (ii) results in a total market capitalization of the Company of at least Seventy-Five Million Dollars ($75,000,000).
Certain Covenants:	Each Holder shall receive monthly, quarterly and annual financial statements and shall be entitled to inspect the books and records of the Company.
	All transactions between the Company and any member of the Brazos Group shall be on an arms-length basis and disclosed to each other Holder.
	Company Board meetings are required to be held on a quarterly basis.
	If the Company Board establishes an Executive Committee or Compensation Committee (or other committees performing similar functions), Morton (except with respect to the compensation of Morton) and Mealy will serve on each such committee.

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Brazos Fees:	At closing, Brazos (or one of its affiliates) shall be entitled to receive a financial advisory fee of $2,250,000. Additionally, Brazos (or one of its affiliates) shall be entitled act as the exclusive financial advisor for Holdings and the Company and to receive financial advisory fees at a rate of (i) 2.25% of the aggregate value of any future transaction, acquisition or recapitalization and (ii) 4.00% of any capital infusion or other investment made by Brazos or any one or more of its affiliates in the Company for any purpose (including working capital, debt reduction, etc.). Such arrangements shall be incorporated into a Financial Advisory Agreement to be entered into among Brazos (or one of its affiliates), Holdings and the Company.
	Additionally, Brazos (or one of its affiliates) shall be entitled to receive an annual monitoring and oversight fee, payable quarterly in advance, equal to (A) for the remainder of the first fiscal year following the closing, $600,000 (on a prorated basis for any partial fiscal year following the closing) and (B) for each fiscal year thereafter, the greater of (x) $600,000 and (y) 0.3% of the budgeted net revenue of the Company and its subsidiaries on a consolidated basis. Additionally, for any fiscal year, in the event that the actual net revenue of the Company and its subsidiaries on a consolidated basis is greater than 105% the budgeted net revenue of the Company and it subsidiaries on a consolidated basis, Brazos (or one of its affiliates) shall be entitled to an additional payment equal to 0.3% of the actual net revenue of the Company and its subsidiaries on a consolidated basis, less all other monitoring and oversight fees previously paid to Brazos (or one of its affiliates) for such fiscal year. In the event that the actual net revenue of the Company and its subsidiaries on a consolidated basis for any fiscal year is less than 95% of the budgeted net revenue of the Company and its subsidiaries on a consolidated basis, then the Company shall offset against the next payment of monitoring and oversight fees to Brazos (or one of its affiliates) an amount equal to the total amount of all monitoring and oversight fees paid to Brazos (or one of its affiliates) for such fiscal year, less 0.3% of the actual annual net revenue of the Company and its subsidiaries on a consolidated basis for such fiscal year. Such arrangements shall be incorporated into a Monitoring and Oversight Agreement to be entered into among Brazos (or one of its affiliates), Holdings and the Company.
Morton Fees:	At closing, Morton shall receive 400,000 options in Holdings with an exercise price of $1.00 per share. Morton shall receive no additional fees for his service as a member of the Company Board.
Mealy Fees:	At closing, Mealy shall receive 200,000 options in Holdings with an exercise price of $1.00 per share. Additionally, Mealy shall be entitled to receive an annual fee for each year in which Mealy serves as a member of the Company Board of $100,000, payable quarterly in advance (subject to proration for any partial year). Such fee shall be subject to such discretionary increases (but not decreases) as shall be determined by the Company Board in its sole discretion; provided, however, that no such increases shall be effected without the consent of the MassMutual Group.
Termination:	The Stockholders Agreement shall terminate on the tenth anniversary of the effective date. The provisions in the Stockholders Agreement providing for board rights, sale rights, restrictions on transfer, preemptive rights, drag along rights, tag along rights, rights of first refusal, and management call rights shall terminate upon a Qualified IPO.

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Schedule A

Employee	Options
		Time Vest And
	Time Vest Only	Performance Vest1
William D. Morton	400,000		—
Daryl R. Lindemann	200,000		100,000
Brian L. Geiger	200,000		100,000
Brian R. Doolittle	200,000		100,000
Mark W. Mealy	200,000		—
Other Employees	900,000		650,000
Total:	2,100,000		950,000

¹ Note that the performance vesting options, in addition to vesting 20% per year for each of the first five years following the date of grant consistent with all other options, will only vest in the event that the Company and its subsidiaries achieve EBITDA of at least $22,000,000 for the 2006 fiscal year.

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EX-99.(D)(8)

Exhibit No. (d)(8)

[EXECUTION COPY]

VOTING AND SUPPORT AGREEMENT

     This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and Brian R. Doolittle, an individual (“Shareholder”).

     WHEREAS, concurrently with the execution of this Agreement, Morton Industrial Group, Inc., a Georgia corporation (the “Company”), Parent and Sub are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”; capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement);

     WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 129,697 shares of Class A common stock (“Class A Common Stock”), $0.01 par value, of the Company (the shares of Class A Common Stock owned by Shareholder are referred to herein as the “Shareholder Shares”); and

     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Sub have required that Shareholder enter into this Agreement and, in order to induce Parent and Sub to enter into the Merger Agreement, Shareholder is willing to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Agreements of Shareholder.

               (a) Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the shareholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Shareholder shall vote all Shareholder Shares (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the Merger Agreement and the approval of the Transactions, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Company Takeover Proposal and (iv) against any agreement, amendment of the Company Charter or Company Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent).

               (b) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall

not, except as contemplated by that certain Contribution Agreement, dated as of even date herewith, by and among Shareholder, Parent, and the other shareholders of the Company signatory thereto (the “Contribution Agreement”), directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares, (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), or (iii) of this Section 1(b). As used herein, the term “Constructive Disposition” means, with respect to any Shareholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

               (c) No Solicitation. Shareholder shall, and shall cause his affiliates and his and his affiliates’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Shareholder Representatives”) to, concurrently with the execution and delivery of this Agreement, immediately cease any discussions or negotiations with any other person regarding a Company Takeover Proposal. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall not, and shall cause the Shareholder Representatives not to (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal, or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal. In addition, Shareholder promptly shall advise Parent orally and, within one business day, in writing if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Shareholder in respect of any Company Takeover Proposal. Shareholder shall (i) keep Parent fully informed of the status and details (including any change to the terms thereof) of any such proposals, offers, inquiries, or requests concerning any Company Takeover Proposal and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Shareholder by any third party in connection with any Company Takeover Proposal or sent or provided by Shareholder to any third party in connection with any Company Takeover Proposal.

               (d) Publication. Shareholder consents to the publishing and disclosing in the Proxy Statement of Shareholder’s identity and ownership of Class A Common Stock and

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the nature of Shareholder’s commitments, arrangements and understandings under this Agreement. Shareholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement or the Transactions without the prior written consent of Parent, except as may be required by applicable Law.

          2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent and Sub as follows:

               (a) Authority. Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly executed and delivered by Shareholder and, assuming due and valid authorization, execution and delivery hereof by Parent and Sub, constitutes a valid and binding obligation of Shareholder, except to the extent that the enforceability of such obligation may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

               (b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of his obligations hereunder, other than such consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of his obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby, nor compliance by Shareholder with any of the terms or provisions hereof, will (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of his properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which any of his properties or assets may be bound or affected, except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of his obligations under this Agreement.

               (c) Ownership of Shares. Shareholder has record and beneficial ownership of all of the Shareholder Shares. Shareholder owns all of the Shareholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) as set forth in that certain Voting Agreement, dated as of January 20, 1998, by and between Shareholder and the other shareholders of the Company party thereto (the “Voting Agreement”) (provided that Shareholder hereby represents that Shareholder has been released from all proxies granted by Shareholder pursuant to the Voting Agreement with respect to all shareholder votes with respect to the Merger and the Transactions), (ii) for restrictions in favor of Parent and Sub

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pursuant to this Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States). Without limiting the foregoing, except (i) as set forth in the Voting Agreement (provided that Shareholder hereby represents that Shareholder has been released from all proxies granted by Shareholder pursuant to the Voting Agreement with respect to all shareholder votes with respect to the Merger and the Transactions), (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, Shareholder has sole voting power and sole power of disposition with respect to all Shareholder Shares, with no restrictions on Shareholder’s rights of voting or disposition pertaining thereto and no person other than Shareholder has any right to direct or approve the voting or disposition of any Shareholder Shares. As of the date hereof, Shareholder does not own, beneficially or of record and except for any options held by the Shareholder to acquire any shares of Class A Common Stock of the Company (it being understood that the Class A Common Stock issued to Shareholder upon the exercise of such options would constitute additional Shareholder Shares hereunder), any securities of the Company other than 129,697 shares of Class A Common Stock, which are owned beneficially and of record by Shareholder and collectively constitute the Shareholder Shares.

               (d) Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Parent or any of their respective subsidiaries in connection with the Transactions based upon arrangements made by or on behalf of Shareholder.

          3. Termination. This Agreement shall terminate on the first to occur of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for fraud or any willful breach of this Agreement and (ii) the provisions of this Section 3 and Section 4 shall survive any termination of this Agreement.

          4. Miscellaneous.

               (a) Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by Shareholder solely in his capacity as owner of the Shareholder Shares and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.02 of the Merger Agreement. Further, nothing herein shall limit or affect the Company’s rights in connection with the Merger Agreement.

               (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

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               (c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Parent of the number of shares of Company Common Stock, if any, as to which Shareholder acquires record or beneficial ownership after the date hereof. Any shares of Company Common Stock as to which Shareholder acquires record or beneficial ownership after the date hereof and prior to termination of this Agreement shall be Shareholder Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Company Common Stock, the number of Shares constituting Shareholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock or other voting securities of the Company issued to Shareholder in connection therewith.

               (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

               (e) Further Assurances. From time to time, at the request of Parent and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

               (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights hereunder.

               (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Sub may assign its rights and interests hereunder to Parent or to any wholly-owned subsidiary of Parent if such assignment would not cause a delay in the consummation of any of the Transactions, provided that no such assignment shall relieve Sub of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No past, present or future director, officer, employee, incorporator, member, affiliate, partner or stockholder of Parent or Sub shall have any liability for any obligations of Parent or Sub under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions. Any purported assignment not permitted under this Section shall be null and void.

               (h) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may (A) waive any inaccuracies in the representations and warranties of any other party hereto or extend the time for the performance of any of the obligations or acts of any

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other party hereto or (B) waive compliance by the other party with any of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by Parent or Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

               (i) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

               (j) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto.

               (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

               (l) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Parent or Sub, to:
	c/o Brazos Private Equity Partners LLC
	100 Crescent Court, Suite 1777
	Dallas, Texas 75201
	Attention:	Patrick K. McGee
		Michael D. Salim
	Facsimile:	(214) 756-6505
	Email:	pmcgee@brazosinv.com
		msalim@brazosinv.com

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with a copy to:
	Weil, Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attention:	Jeffrey B. Hitt
	Facsimile:	(214) 746-7777
	Email:	jeffrey.hitt@weil.com
	if to Shareholder, to:
	Brian R. Doolittle
	86 Maple Ridge Drive
	Morton, Illinois 61550
	with a copy (which shall not constitute notice to Shareholder) to:
	Kennedy Covington Lobdell & Hickman LLP
	Hearst Tower, 47th Floor
	214 N. Tryon Street
	Charlotte, North Carolina 28202
	Attention:	Sean M. Jones
	Fax:	(704) 353-3106

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

               (m) Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

               (n) GOVERNING LAW; ENFORCEMENT; JURISDICTION; WAIVER OF JURY TRIAL.

                    (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT TO THE EXTENT THE PROVISIONS OF THE GBCC ARE APPLICABLE.

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                    (ii) THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY TRANSACTION, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

MMC PRECISION HOLDINGS CORP.
By:		/s/ Patrick K. McGee
Name:	Patrick K. McGee
Title:	President
MMC PRECISION MERGER CORP.
By:		/s/ Patrick K. McGee
Name:	Patrick K. McGee
Title:	President
/s/ Brian R. Doolittle Brian R. Doolittle

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.(D)(9)

Exhibit No. (d)(9)

[EXECUTION COPY]

VOTING AND SUPPORT AGREEMENT

     This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and Brian L. Geiger, an individual (“Shareholder”).

     WHEREAS, concurrently with the execution of this Agreement, Morton Industrial Group, Inc., a Georgia corporation (the “Company”), Parent and Sub are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”; capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement);

     WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 142,197 shares of Class A common stock (“Class A Common Stock”), $0.01 par value, of the Company (the shares of Class A Common Stock owned by Shareholder are referred to herein as the “Shareholder Shares”); and

     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Sub have required that Shareholder enter into this Agreement and, in order to induce Parent and Sub to enter into the Merger Agreement, Shareholder is willing to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Agreements of Shareholder.

               (a) Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the shareholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Shareholder shall vote all Shareholder Shares (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the Merger Agreement and the approval of the Transactions, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Company Takeover Proposal and (iv) against any agreement, amendment of the Company Charter or Company Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent).

               (b) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall

not, except as contemplated by that certain Contribution Agreement, dated as of even date herewith, by and among Shareholder, Parent, and the other shareholders of the Company signatory thereto (the “Contribution Agreement”), directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares, (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), or (iii) of this Section 1(b). As used herein, the term “Constructive Disposition” means, with respect to any Shareholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

               (c) No Solicitation. Shareholder shall, and shall cause his affiliates and his and his affiliates’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Shareholder Representatives”) to, concurrently with the execution and delivery of this Agreement, immediately cease any discussions or negotiations with any other person regarding a Company Takeover Proposal. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall not, and shall cause the Shareholder Representatives not to (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal, or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal. In addition, Shareholder promptly shall advise Parent orally and, within one business day, in writing if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Shareholder in respect of any Company Takeover Proposal. Shareholder shall (i) keep Parent fully informed of the status and details (including any change to the terms thereof) of any such proposals, offers, inquiries, or requests concerning any Company Takeover Proposal and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Shareholder by any third party in connection with any Company Takeover Proposal or sent or provided by Shareholder to any third party in connection with any Company Takeover Proposal.

               (d) Publication. Shareholder consents to the publishing and disclosing in the Proxy Statement of Shareholder’s identity and ownership of Class A Common Stock and

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the nature of Shareholder’s commitments, arrangements and understandings under this Agreement. Shareholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement or the Transactions without the prior written consent of Parent, except as may be required by applicable Law.

          2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent and Sub as follows:

               (a) Authority. Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly executed and delivered by Shareholder and, assuming due and valid authorization, execution and delivery hereof by Parent and Sub, constitutes a valid and binding obligation of Shareholder, except to the extent that the enforceability of such obligation may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

               (b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of his obligations hereunder, other than such consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of his obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby, nor compliance by Shareholder with any of the terms or provisions hereof, will (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of his properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which any of his properties or assets may be bound or affected, except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of his obligations under this Agreement.

               (c) Ownership of Shares. Shareholder has record and beneficial ownership of all of the Shareholder Shares. Shareholder owns all of the Shareholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) as set forth in that certain Voting Agreement, dated as of January 20, 1998, by and between Shareholder and the other shareholders of the Company party thereto (the “Voting Agreement”) (provided that Shareholder hereby represents that Shareholder has been released from all proxies granted by Shareholder pursuant to the Voting Agreement with respect to all shareholder votes with respect to the Merger and the Transactions), (ii) for restrictions in favor of Parent and Sub

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pursuant to this Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States). Without limiting the foregoing, except (i) as set forth in the Voting Agreement (provided that Shareholder hereby represents that Shareholder has been released from all proxies granted by Shareholder pursuant to the Voting Agreement with respect to all shareholder votes with respect to the Merger and the Transactions), (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, (iii) as set forth in the Contribution Agreement, and (iv) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, Shareholder has sole voting power and sole power of disposition with respect to all Shareholder Shares, with no restrictions on Shareholder’s rights of voting or disposition pertaining thereto and no person other than Shareholder has any right to direct or approve the voting or disposition of any Shareholder Shares. As of the date hereof, Shareholder does not own, beneficially or of record and except for any options held by the Shareholder to acquire any shares of Class A Common Stock of the Company (it being understood that the Class A Common Stock issued to Shareholder upon the exercise of such options would constitute additional Shareholder Shares hereunder), any securities of the Company other than 142,197 shares of Class A Common Stock, which are owned beneficially and of record by Shareholder and collectively constitute the Shareholder Shares.

               (d) Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Parent or any of their respective subsidiaries in connection with the Transactions based upon arrangements made by or on behalf of Shareholder.

          3. Termination. This Agreement shall terminate on the first to occur of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for fraud or any willful breach of this Agreement and (ii) the provisions of this Section 3 and Section 4 shall survive any termination of this Agreement.

          4. Miscellaneous.

               (a) Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by Shareholder solely in his capacity as owner of the Shareholder Shares and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.02 of the Merger Agreement. Further, nothing herein shall limit or affect the Company’s rights in connection with the Merger Agreement.

               (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

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               (c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Parent of the number of shares of Company Common Stock, if any, as to which Shareholder acquires record or beneficial ownership after the date hereof. Any shares of Company Common Stock as to which Shareholder acquires record or beneficial ownership after the date hereof and prior to termination of this Agreement shall be Shareholder Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Company Common Stock, the number of Shares constituting Shareholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock or other voting securities of the Company issued to Shareholder in connection therewith.

               (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

               (e) Further Assurances. From time to time, at the request of Parent and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

               (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights hereunder.

               (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Sub may assign its rights and interests hereunder to Parent or to any wholly-owned subsidiary of Parent if such assignment would not cause a delay in the consummation of any of the Transactions, provided that no such assignment shall relieve Sub of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No past, present or future director, officer, employee, incorporator, member, affiliate, partner or stockholder of Parent or Sub shall have any liability for any obligations of Parent or Sub under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions. Any purported assignment not permitted under this Section shall be null and void.

               (h) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may (A) waive any inaccuracies in the representations and warranties of any other party hereto or extend the time for the performance of any of the obligations or acts of any

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other party hereto or (B) waive compliance by the other party with any of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by Parent or Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

               (i) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

               (j) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto.

               (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

               (l) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Parent or Sub, to:
	c/o Brazos Private Equity Partners LLC
	100 Crescent Court, Suite 1777
	Dallas, Texas 75201
	Attention:	Patrick K. McGee
		Michael D. Salim
	Facsimile:	(214) 756-6505
	Email:	pmcgee@brazosinv.com
		msalim@brazosinv.com

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with a copy to:
	Weil, Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attention:	Jeffrey B. Hitt
	Facsimile:	(214) 746-7777
	Email:	jeffrey.hitt@weil.com
if to Shareholder, to:
	Brian L. Geiger
	29501 Allentown Road
	Mackinaw, Illinois 61755
	with a copy (which shall not constitute notice to Shareholder) to:
	Kennedy Covington Lobdell & Hickman LLP
	Hearst Tower, 47th Floor
	214 N. Tryon Street
	Charlotte, North Carolina 28202
	Attention:	Sean M. Jones
	Fax:	(704) 353-3106

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

               (m) Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

               (n) GOVERNING LAW; ENFORCEMENT; JURISDICTION; WAIVER OF JURY TRIAL.

                    (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT TO THE EXTENT THE PROVISIONS OF THE GBCC ARE APPLICABLE.

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                    (ii) THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY TRANSACTION, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

MMC PRECISION HOLDINGS CORP.
By:		/s/ Patrick K. McGee
Name:	Patrick K. McGee
Title:	President
MMC PRECISION MERGER CORP.
By:		/s/ Patrick K. McGee
Name:	Patrick K. McGee
Title:	President
/s/ Brian L. Geiger Brian L. Geiger

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.(D)(10)

Exhibit No.(d)(10)
[EXECUTION COPY]

VOTING AND SUPPORT AGREEMENT

     This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and David A. Nicholson, an individual (“Shareholder”).

     WHEREAS, concurrently with the execution of this Agreement, Morton Industrial Group, Inc., a Georgia corporation (the “Company”), Parent and Sub are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”; capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement);

     WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 13,333 shares of Class A common stock (“Class A Common Stock”), $0.01 par value, of the Company (the shares of Class A Common Stock owned by Shareholder are referred to herein as the “Shareholder Shares”); and

     WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Sub have required that Shareholder enter into this Agreement and, in order to induce Parent and Sub to enter into the Merger Agreement, Shareholder is willing to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Agreements of Shareholder.

          (a) Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the shareholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Shareholder shall vote all Shareholder Shares (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the Merger Agreement and the approval of the Transactions, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Company Takeover Proposal and (iv) against any agreement, amendment of the Company Charter or Company Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent).

          (b) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall

not, directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares, (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), or (iii) of this Section 1(b). As used herein, the term “Constructive Disposition” means, with respect to any Shareholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

          (c) No Solicitation. Shareholder shall, and shall cause his affiliates and his and his affiliates’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Shareholder Representatives”) to, concurrently with the execution and delivery of this Agreement, immediately cease any discussions or negotiations with any other person regarding a Company Takeover Proposal. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall not, and shall cause the Shareholder Representatives not to (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal, or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal. In addition, Shareholder promptly shall advise Parent orally and, within one business day, in writing if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Shareholder in respect of any Company Takeover Proposal. Shareholder shall (i) keep Parent fully informed of the status and details (including any change to the terms thereof) of any such proposals, offers, inquiries, or requests concerning any Company Takeover Proposal and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Shareholder by any third party in connection with any Company Takeover Proposal or sent or provided by Shareholder to any third party in connection with any Company Takeover Proposal.

          (d) Publication. Shareholder consents to the publishing and disclosing in the Proxy Statement of Shareholder’s identity and ownership of Class A Common Stock and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement. Shareholder shall not issue any press release or make any other public statement

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with respect to this Agreement, the Merger Agreement or the Transactions without the prior written consent of Parent, except as may be required by applicable Law.

     2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent and Sub as follows:

          (a) Authority. Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly executed and delivered by Shareholder and, assuming due and valid authorization, execution and delivery hereof by Parent and Sub, constitutes a valid and binding obligation of Shareholder, except to the extent that the enforceability of such obligation may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

          (b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of his obligations hereunder, other than such consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of his obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby, nor compliance by Shareholder with any of the terms or provisions hereof, will (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of his properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which any of his properties or assets may be bound or affected, except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of his obligations under this Agreement.

          (c) Ownership of Shares. Shareholder has record and beneficial ownership of all of the Shareholder Shares. Shareholder owns all of the Shareholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) as set forth in that certain Voting Agreement, dated as of January 20, 1998, by and between Shareholder and the other shareholders of the Company party thereto (the “Voting Agreement”) (provided that Shareholder hereby represents that Shareholder has been released from all proxies granted by Shareholder pursuant to the Voting Agreement with respect to all shareholder votes with respect to the Merger and the Transactions), (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, and (iii) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the

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United States). Without limiting the foregoing, except (i) as set forth in the Voting Agreement (provided that Shareholder hereby represents that Shareholder has been released from all proxies granted by Shareholder pursuant to the Voting Agreement with respect to all shareholder votes with respect to the Merger and the Transactions), (ii) for restrictions in favor of Parent and Sub pursuant to this Agreement, and (iii) for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, Shareholder has sole voting power and sole power of disposition with respect to all Shareholder Shares, with no restrictions on Shareholder’s rights of voting or disposition pertaining thereto and no person other than Shareholder has any right to direct or approve the voting or disposition of any Shareholder Shares. As of the date hereof, Shareholder does not own, beneficially or of record and except for any options held by the Shareholder to acquire any shares of Class A Common Stock of the Company (it being understood that the Class A Common Stock issued to Shareholder upon the exercise of such options would constitute additional Shareholder Shares hereunder), any securities of the Company other than 13,333 shares of Class A Common Stock, which are owned beneficially and of record by Shareholder and collectively constitute the Shareholder Shares.

          (d) Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Parent or any of their respective subsidiaries in connection with the Transactions based upon arrangements made by or on behalf of Shareholder.

     3. Termination. This Agreement shall terminate on the first to occur of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for fraud or any willful breach of this Agreement and (ii) the provisions of this Section 3 and Section 4 shall survive any termination of this Agreement.

     4. Miscellaneous.

          (a) Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by Shareholder solely in his capacity as owner of the Shareholder Shares and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.02 of the Merger Agreement. Further, nothing herein shall limit or affect the Company’s rights in connection with the Merger Agreement.

          (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

          (c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Parent of the number of shares of Company Common Stock, if any, as to which Shareholder acquires record or beneficial ownership after

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the date hereof. Any shares of Company Common Stock as to which Shareholder acquires record or beneficial ownership after the date hereof and prior to termination of this Agreement shall be Shareholder Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Company Common Stock, the number of Shares constituting Shareholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock or other voting securities of the Company issued to Shareholder in connection therewith.

          (d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

          (e) Further Assurances. From time to time, at the request of Parent and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

          (f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights hereunder.

          (g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Sub may assign its rights and interests hereunder to Parent or to any wholly-owned subsidiary of Parent if such assignment would not cause a delay in the consummation of any of the Transactions, provided that no such assignment shall relieve Sub of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No past, present or future director, officer, employee, incorporator, member, affiliate, partner or stockholder of Parent or Sub shall have any liability for any obligations of Parent or Sub under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions. Any purported assignment not permitted under this Section shall be null and void.

          (h) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may (A) waive any inaccuracies in the representations and warranties of any other party hereto or extend the time for the performance of any of the obligations or acts of any other party hereto or (B) waive compliance by the other party with any of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by Parent or Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial

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exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

          (i) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

          (j) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto.

          (k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

          (l) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

          if to Parent or Sub, to:

c/o Brazos Private Equity Partners LLC
100 Crescent Court, Suite 1777
Dallas, Texas 75201
Attention:   Patrick K. McGee
                    Michael D. Salim
Facsimile:   (214) 756-6505
Email:         pmcgee@brazosinv.com
                    msalim@brazosinv.com

          with a copy to:

Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Attention:   Jeffrey B. Hitt
Facsimile:   (214) 746-7777
Email:         jeffrey.hitt@weil.com

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if to Shareholder, to:

David A. Nicholson

with a copy (which shall not constitute notice to Shareholder) to:

Kennedy Covington Lobdell & Hickman LLP
Hearst Tower, 47th Floor
214 N. Tryon Street
Charlotte, North Carolina 28202
Attention:   Sean M. Jones
Fax:             (704) 353-3106

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

          (m) Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

          (n) GOVERNING LAW; ENFORCEMENT; JURISDICTION; WAIVER OF JURY TRIAL.

                 (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT TO THE EXTENT THE PROVISIONS OF THE GBCC ARE APPLICABLE.

                 (ii) THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED

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AT LAW OR IN EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY NEW YORK STATE COURT OR ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY TRANSACTION, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

MMC PRECISION HOLDINGS CORP.
By:	/s/ Patrick K. McGee
Name:		Patrick K. McGee
Title:		President
MMC PRECISION MERGER CORP.
By:	/s/ Patrick K. McGee
Name:		Patrick K. McGee
Title:		President
/s/ David A. Nicholson
David A. Nicholson

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

  EX-99.(D)(16) 7 c04376exv99wxdyx16y.htm EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

Exhibit No. (d)(16)

[EXECUTION COPY]

EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

          This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 22, 2006, is entered into by and between Morton Industrial Group, Inc., a Georgia corporation (the “Company”), and William D. Morton (the “Executive”).

WITNESSETH:

     WHEREAS, effective as of even date herewith, MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Sub will merge with and into the Company and Parent shall acquire all of the outstanding capital stock of the Company, as the surviving corporation in such merger (the “Merger”);

     WHEREAS, effective as of even date herewith, the Executive and Parent have entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which, immediately prior to the Merger, the Executive shall contribute a portion of his shares in the Company to Parent in exchange for common stock of Parent (the “Contribution” and collectively with the Merger, the “Transactions”);

     WHEREAS, as a result of the Merger and the Contribution, the Executive shall become a stockholder of Parent, which shall be the sole owner of all of the issued and outstanding stock of the Company; and

     WHEREAS, in connection with the Transactions, the Company desires to employ the Executive in an executive capacity, and the Executive desires to be employed by the Company in such capacity.

AGREEMENT:

          NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1.	Employment. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the period set forth in Section 2, in the position and with the duties and responsibilities set forth in Section 3, and upon the other terms and conditions provided herein.
2.	Employment Term. The term of employment (the “Employment Term”) under this Agreement shall commence on the closing date of the transactions contemplated by the Merger Agreement (such date, the “Effective Date”) and shall conclude on the third

	anniversary of the Effective Date, unless earlier terminated pursuant to the provisions of Section 5 hereof. Notwithstanding anything herein to the contrary, this Agreement shall be of no force or effect until the Effective Date and shall automatically terminate upon termination of the Merger Agreement prior to the Effective Date.
3.	Position and Duties.

(a)

During the Employment Term, the Executive’s position shall be President, Chief Executive Officer and Chairman of the Board. The Executive’s responsibilities shall be carried out with the advice and counsel of the Board of Directors of the Company (the “Board”).

(b)

During the Employment Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall utilize the Executive’s best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive, except for usual, ordinary, and customary periods of vacation and absence due to illness; provided, however, that the Executive may serve on non-profit industry-related, civic or charitable boards or committees (or any other corporate boards or committees to which the Board consents in writing) or manage personal investments, so long as such activities do not materially interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement.

4. Compensation and Related Matters.

(a)

Base Salary. During the Employment Term, the Executive shall receive an annual base salary of $420,000 (the “Base Salary”). The Base Salary shall be payable in installments in accordance with the Company’s general payroll practices for executives in effect at the time such payment is made, and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions. During the Employment Term, the Executive’s Base Salary shall be subject to such increases (but not decreases) as may be determined from time to time by the Board in its sole discretion. Any increased Base Salary shall become the new “Base Salary” for purposes of this Agreement. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs, or arrangements of the Company in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive’s Base Salary hereunder.

(b)

Annual Bonus. During the Employment Term, the Company from time to time in accordance with its standard payroll practices shall pay the Executive an annual bonus (the “Annual Bonus”) based upon the Company’s attainment of certain targets with respect to the EBITDA of the Company for any fiscal year of the Company ending during the Employment Term. The Annual Bonus shall be

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	calculated and payable in accordance with and based on the Actual EBITDA of the Company by reference to the EBITDA Target for any fiscal year. In the event that (i) the EBITDA Target for any fiscal year of the Company is greater than the Actual EBITDA for the prior fiscal year of the Company and (ii) the EBITDA Target for such fiscal year is equal to or greater than the Actual EBITDA projected for such fiscal year on the four year projections for the Company attached hereto as Exhibit A, then the Annual Bonus shall reflect a target of seventy-five percent (75%) of the Executive’s Base Salary and shall be calculated and payable as described in Schedule 1 hereto. In the event that (i) the EBITDA Target for any fiscal year of the Company is equal to or less than than the Actual EBITDA for the prior fiscal year of the Company or (ii) the EBITDA Target for such fiscal year is less than the Actual EBITDA projected for such fiscal year on the four year projections for the Company attached hereto as Exhibit A, then the Annual Bonus shall reflect a target of fifty percent (50%) of the Executive’s Base Salary and shall be calculated and payable as described in Schedule 2 hereto.
	For purposes of this Agreement, “EBITDA” shall mean the earnings of the Company and its subsidiaries before interest, taxes, depreciation, amortization and non-recurring expenses, derived from financial statements of the Company prepared in accordance with generally accepted accounting principles and to the extent consistent therewith, consistent with the Company’s past practices. For purposes of this Agreement, “Actual EBITDA” shall mean, for any fiscal year of the Company, the EBITDA of the Company and its subsidiaries for such fiscal year as derived from the Company’s financial statements for such fiscal year; provided, however, that all amounts (i) paid to Brazos Equity Advisors II, L.P. (or an affiliate thereof) pursuant to the terms of the Monitoring and Oversight Agreement to be entered into by and among Parent, the Company and Brazos Equity Advisors II, L.P. (or an affiliate thereof) and (ii) paid to Mark W. Mealy as a director fee, shall be added back to Actual EBITDA. For purposes of this Agreement, the “EBITDA Target” shall mean, (i) for the fiscal year 2006, $22,000,000, and (ii) for any fiscal year of the Company thereafter, such EBITDA target as is determined by the Board after consultation with the Company’s management.
(c)	Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 400,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”).

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(d) Employee Benefits.

(i)

Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements applicable generally to other senior executives at the Company; provided, however, that it is specifically acknowledged and agreed that the Executive shall not be entitled to participate in the Company’s Variable Incentive Plan.

(ii)

Welfare Benefit Plans. During the Employment Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in and shall receive all benefits under all welfare benefits plans, programs and arrangements provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements) to the extent applicable generally to other senior executives at the Company.

(e)	Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time.
(f)	Automobile. During the Employment Term, the Company shall provide the Executive with an automobile leased in the Company’s name; provided, however, that the total lease cost for the automobile provided to the Executive hereunder shall not exceed $1,250 per month.
(g)	Country Club. During the Employment Term, the Executive shall be entitled to reimbursement of the monthly dues of the following country clubs of which the Executive is currently a member: (i) the Country Club of Peoria and (ii) the Creve Coeur Club; provided, however, that Company shall not be obligated to reimburse the Executive for any dues in excess of $1,200 per month in the aggregate.
(h)	Additional Perquisites. During the Employment Term, the Company shall, to the extent reasonable and customary and consistent with the Company’s past practice, reimburse the executive for (i) an annual physical inspection by a physician reasonably acceptable to the Company, (ii) a life insurance policy for the Executive with a coverage amount of at least $1,000,000, (iii) airline club cards, and (iv) WPO/YPO membership dues and expenses.
(i)	Vacation. During the Employment Term, the Executive shall be entitled to four (4) weeks paid vacation per calendar year, which shall be taken at such times as are consistent with Executive’s responsibilities hereunder.

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(j) Compensation for Partial Periods. Except as otherwise noted herein, any payments payable to the Executive pursuant to this Agreement shall be pro-rated for any partial period of service applicable to such payment.

5. Termination of Employment.

(a)	Death. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Term.
(b)	Disability. In the event of any physical or mental disability of the Executive rendering the Executive unable to perform his duties hereunder for a period of at least one hundred twenty (120) days out of any twelve (12) month period (“Permanent Disability”), this Agreement shall terminate automatically.
(c)	Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time during the Employment Term for Cause (as defined below).
	For purposes of this Agreement, “Cause” shall mean any of the following:

(i)	the conviction or the indictment of the Executive of, or the plea by the Executive of nolo contendere to, any felony or any crime involving moral turpitude or misrepresentation;
(ii)	gross neglect by the Executive of, or gross or willful misconduct by the Executive in connection with the performance of, the Executive’s material duties hereunder that is not cured within thirty (30) days after a written notice of such gross neglect, or gross or willful misconduct, specifically identifying the gross neglect or misconduct, is delivered by the Board to the Executive;
(iii)	the commitment by the Executive of any act of fraud, embezzlement or misappropriation of funds against the Company;
(iv)	the Executive shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Board (other than as a result of illness or disability) concerning duties or actions consistent with the Executive’s office and such failure or refusal shall have continued for a period of thirty (30) days following written notice from the Board; or
(v)	any material breach by the Executive of this Agreement that is not cured by the Executive within thirty (30) days of written notice of such breach by the Board.

(d) Termination by the Company without Cause. Upon 30 days prior written notice, the Company may terminate the Executive’s employment hereunder at any time during the Employment Term without Cause.

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(e) Termination by the Executive for Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company for Good Reason (subject to the cure period set forth below). Such notice must provide a detailed explanation of the Good Reason. For this purpose, the term “Good Reason” shall mean any of the following:

(i)	a material breach of this Agreement by the Company;
(ii)	a material reduction in the Executive’s total compensation and benefits package other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder;
(iii)	a material diminution of the Executive’s responsibilities other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder; or
(iv)	a relocation of the Executive’s principal place of business to a location more than twenty-five miles from the Company’s current office, located at 1021 W. Birchwood, Morton, Illinois.

	Notwithstanding the foregoing, in the event the Executive provides notice of his intention to terminate for Good Reason as outlined in the preceding sentence, the Company shall have the opportunity to cure such Good Reason within thirty (30) days of receiving such notice.
(f)	Termination by the Executive Voluntarily. Upon thirty (30) days prior written notice, the Executive may terminate the Executive’s employment hereunder at any time during the Employment Term for any reason other than Good Reason, or for no reason.

6. Obligations of the Company Upon Termination.

(a) Termination by the Company Without Cause or by the Executive for Good Reason. If, during the Employment Term, the Company shall terminate the Executive’s employment hereunder without Cause, or the Executive shall terminate the Executive’s employment for Good Reason, the Executive shall be entitled to receive: (i) the payment of (A) all Accrued Obligations, plus (B) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus, plus (C) provided the Executive is not in violation of Section 7 or Section 8 hereof, severance pay equal to one-twelfth ( ¹/₁₂ ) of the Executive’s annual Base Salary as of the date the Executive’s employment is terminated for each of the first eighteen (18) months from and following the date the Executive’s employment is terminated (the “Continuation Period”), payable in accordance with the Company’s regular pay schedule and policies, (ii) the provision of the Welfare Benefit Continuation, and (iii) the payment, in a lump sum, of the Termination Payment.

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For purposes of this Agreement, “Accrued Obligations” shall mean (1) all Base Salary earned by the Executive but unpaid as of the date the Executive’s employment is terminated, (2) reimbursement for any and all monies advanced by the Executive in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive through the date the Executive’s employment is terminated and (3) all other payments and benefits to which the Executive may be entitled through the date of termination under the terms of any applicable compensation arrangement or benefit plan or program of the Company. For purposes of this Agreement, “Pro Rata Bonus” shall mean, as to any fiscal year of the Company in which the Executive’s employment with the Company is terminated, an amount equal to (i) the number of days which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by (ii) the Executive’s Annual Bonus which, but for the Executive’s termination of employment, would have been earned by the Executive during such year. For purposes of this Agreement, “Welfare Benefit Continuation” shall mean provision of welfare benefits such that the Executive and the Executive’s spouse shall continue to be covered by the same or equivalent medical coverage as in effect for the Executive and the Executive’s spouse immediately prior to the date the Executive’s employment is terminated until the earlier of (x) the date that each of the Executive and the Executive’s spouse reach 65 years of age (it being understood that coverage shall terminate as to each of the Executive and the Executive’s spouse individually at such time as each of them individually reach 65 years of age) and (y) the date the Executive or the Executive’s spouse has commenced new employment and has thereby become eligible for other benefits coverage, subject to the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (COBRA); provided, however, that in the event that the Executive obtains a divorce from the Executive’s spouse as of the date of this Agreement, then in such event (i) such spouse shall no longer be entitled to the provision of the Welfare Benefit Continuation and (ii) in the event the Executive remarries following such divorce, the Executive’s spouse as a result of such remarriage shall not be entitled to the provision of the Welfare Benefit Continuation. For purposes of this Agreement, the “Termination Payment” shall be an amount equal to the sum of (i) 18 times the then current monthly lease payment for the automobile provided to the Executive pursuant to Section 4(f) (such amount not to exceed $22,500 in the aggregate), plus (ii) 18 times the monthly dues for the country clubs for which the Executive is receiving reimbursement pursuant to Section 4(g) (such amount not to exceed $21,600 in the aggregate).

(b)

Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further obligations to the Executive’s heirs, executors, administrators or other legal representatives under this Agreement, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.

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(c)	Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(d)	Termination by the Company for Cause. If the Executive’s employment is terminated for Cause during the Employment Term, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.
(e)	Termination by the Executive. If the Executive voluntarily terminates the Executive’s employment during the Employment Term, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.
(f)	Accrued Benefits. Except as otherwise specifically provided herein or under the terms of any applicable policy, plan or program, all Accrued Obligations to which the Executive (or his estate or beneficiary) is entitled shall be payable in cash promptly upon termination of his employment.
(g)	Complete Payment. The payments and other benefits to be made or to be extended to the Executive under the provisions of this Section 6 upon termination of the Executive’s employment shall be in complete satisfaction of any and all payments that would otherwise be due the Executive had he remained employed by the Company during the remainder of the Employment Term and the Company shall have no further obligation to make any payment or extend any benefit to the Executive pursuant to this Agreement or otherwise upon or after such termination. Except as specifically provided in this Section 6, the Executive shall not be entitled to any compensation, severance or other benefits from the Company or any of its subsidiaries or affiliates upon the termination of this Agreement for any reason whatsoever. The Executive shall not be entitled to any severance or other payments upon termination of employment except pursuant to this Agreement.
(h)	Survival of Certain Provisions. Provisions of this Agreement shall survive any termination of employment if so provided herein or if necessary or desirable fully to accomplish the purposes of such provision, including, without limitation, the obligations of the Executive under Section 7 and Section 8 hereof. The obligation of the Company to make payments to or on behalf of the Executive under this Section 6 is expressly conditioned upon the Executive’s continued full performance of obligations under Section 7 and Section 8 hereof. The Executive recognizes that, except as expressly provided in this Section 6, no compensation is earned after termination of employment.

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7. Proprietary Information; Inventions in the Field.

(a)	Proprietary Information. In the course of service to the Company, the Executive has had and will continue to have access to confidential information regarding the organization, business and finances of the Company and its affiliated companies, including products, services, designs, methods, techniques, systems, specifications, know-how, strategic or technical data, marketing research data, product research and development data, sales techniques, confidential customer lists and information, sources of supply and trade secrets, all of which are confidential and may be proprietary and are owned or used by the Company or any of its affiliates. Such information shall hereinafter be called “Proprietary Information” and shall include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its affiliated companies as to which the Executive may have or have had access, whether conceived or developed by others or by the Executive alone or with others during the period of service to the Company (including the Executive’s service with the Company prior to the Effective Date). Proprietary Information shall not include any records, data or information which are (i) in the public domain during or after the Employment Term provided the same are not in the public domain as a consequence of disclosure directly or indirectly by the Executive in violation of this Agreement, (ii) independently developed or acquired by the Executive after the Employment Term without violating any of his obligations hereunder, (iii) required to be disclosed by law, or (iv) reasonably required to be disclosed in defending any suit, proceeding or investigation to which the Executive is a party.
(b)	Non-Use and Non-Disclosure. The Executive shall not during the Employment Term and for a period of three (3) years thereafter: (i) disclose, directly or indirectly, any Proprietary Information to any person, other than the Company or executives thereof or any person who, in the reasonable judgment of the Executive, needs to know such Proprietary Information or such other persons to whom the Executive has been specifically instructed to make disclosure by the Board and in all such cases only to the extent required in the course of the Executive’s service to the Company; or (ii) use any Proprietary Information, directly or indirectly, for the Executive’s own benefit or for the benefit of any person or entity other than the Company.
(c)	Assignment of Inventions. The Executive agrees to assign and transfer to the Company or its designee, without any separate remuneration or compensation, his entire right, title and interest in and to all Inventions in the Field (as defined below), together with all United States and foreign rights with respect thereto, and, at the Company’s expense, to execute and deliver all appropriate patent and copyright applications for securing United States and foreign patents and copyrights on Inventions in the Field and to perform all lawful acts, including giving testimony, and to execute and deliver all such instruments that may be necessary or proper to vest all such Inventions in the Field and patents and copyrights with respect thereto in the Company, and to assist the Company in the

9

prosecution or defense of any interference which may be declared involving any of said patent applications, patents, copyright applications or copyrights. For the purposes of this Agreement, the words “Inventions in the Field” shall include any discovery, process, design, development, improvement, application, technique or invention, whether patentable or copyrightable or not and whether reduced to practice or not, conceived, created, discovered, invented or made by the Executive, individually or jointly with others, while in the employ of the Company or any of its affiliated companies, and which is related to the business of the Company or any of its affiliated companies, or which resulted or results from the use of any Proprietary Information of the Company.

8. Restrictions on Activities of the Executive.

(a)

Acknowledgments. The Executive and the Company acknowledge and agree that the Executive is being employed hereunder in a key capacity with the Company and that the Company is engaged in a highly competitive business and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive and the Company further acknowledge and agree that reasonable limits may be placed on the Executive’s ability to compete against the Company and its affiliated companies engaged in the Business (as defined below) to the extent that they protect and preserve the legitimate business interests and goodwill of the Company and/or its affiliated companies engaged in the Business, and that the limits contained herein are in consideration for and as an inducement for, among other things, the consummation of the Merger, the Executive’s ability to receive common stock of Parent pursuant to the Contribution, and the Option Grant.

(b)

Non-Competition Restrictions. During the Non-Competition Period (as defined below), the Executive will not, anywhere in the Territory (as defined below), directly or indirectly, alone or as principal, agent, employee, officer, director, trustee, employer, consultant, investor or partner, enter the employ of, or render services to, or own any stock or any other ownership interest in, or make any financial investment in, any person, business or entity which is Competitive with the Company (as defined below); provided, however, that the ownership of not more than five percent (5%) of the outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation of this Section 8(b). For purposes of this Agreement, a business or entity shall be considered “Competitive with the Company” as of any point in time during the Non-Competition Period if it engages in the manufacture and supply of fabricated metal components and subassemblies or any other business conducted or engaged in, or which the Company is considering whether to engage in, as of the date of termination of the Executive’s employment with the Company (the “Business”). For purposes of this Agreement, the “Non-Competition Period” shall mean the period commencing on the Effective Date and ending three (3) years after the date the Executive’s employment is terminated, whether such termination is pursuant to this Agreement or otherwise. For purposes of this Agreement, “Territory” means anywhere in North America and Europe or any

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other location where the Company maintains employees, engages in sales transactions, or otherwise conducts business as of the date the Executive’s employment with the Company is terminated.

(c)

Non-Solicitation Restrictions. During the Non-Competition Period, the Executive will not, directly or indirectly, (i) solicit the employment or services of any individual who upon termination of the Executive’s employment with the Company or within twelve (12) months prior thereto, was known by Executive to be employed by the Company (each such individual, a “Company Affiliate”), (ii) hire any Company Affiliate or (iii) solicit any customer or supplier of the Company to terminate its arrangement with the Company, otherwise change its relationship with the Company, or establish any relationship, directly or indirectly, with the Executive for any business purpose that is Competitive with the Company.

9. Representations and Warranties.

(a)

The Company represents and warrants to the Executive that the execution, delivery, and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and do not and will not conflict with or result in a violation of any provision of, or constitute a default under, any material contract, agreement, instrument, or obligation to which the Company is a party or by which it is bound.

(b)

The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not and will not conflict with or result in a violation of any provision of, or constitute a default under, any material contract, agreement, instrument or obligation to which the Executive is a party or by which the Executive is bound.

10.

Injunctive Relief. It is specifically understood and agreed that any breach of the provisions of Section 7 or Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Executive and to obtain both temporary and permanent injunctive relief without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive or preclude the Company from any other remedy.

11.

Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Illinois. Each of parties hereto consents to the exclusive personal jurisdiction of the state or federal courts located in the State of Illinois over any action arising out of or relating to this Agreement and waives any objection such party may now or hereafter have to venue or to convenience of forum.

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12. Notices. All notices, requests and demands to or upon the parties hereto to be effective shall be in writing, by facsimile, by overnight courier or by registered or certified mail, postage prepaid and return receipt requested, and shall be deemed to have been duly given or made upon: (a) delivery by hand, (b) one business day after being sent by nationally recognized overnight courier; or (c) in the case of transmission by facsimile, when confirmation of receipt is obtained. Such communications shall be addressed and directed to the parties as follows (or to such other address as either party shall designate by giving like notice of such change to the other party):

(i)	if to the Company:
	Morton Industrial Group, Inc.
	1021 W. Birchwood
	Morton, Illinois 61550
	Attention:	Daryl R. Lindemann
	Fax:	(309) 263-1866
	with a copy (which shall not constitute notice to the Company) to:
	Brazos Private Equity Partners, LLC
	100 Crescent Court, Suite 1777
	Dallas, Texas 75201
	Attention:	Patrick K. McGee
		Michael D. Salim
	Fax:	(214) 756-6505
	and:
	Weil, Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attention:	Jeffrey B. Hitt, Esq.
	Fax:	(214) 746-7777
(ii)	if to the Executive:
	William D. Morton
	2660 N. Morton Avenue
	Morton, Illinois 61550

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with a copy (which shall not constitute notice to the Executive) to:
Kennedy Covington Lobdell & Hickman LLP
Hearst Tower, 47th Floor
214 N. Tryon Street
Charlotte, North Carolina 28202
Attention:	Sean M. Jones
Fax:	(704) 353-3106

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

13. Binding Effect; No Third Party Benefit.

(a)	This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and shall be enforceable by the Executive and the Executive’s legal representatives.
(b)	This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c)	The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the business and/or assets of the Company, by agreement in writing, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinabove defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers this Agreement provided for in this Section 13(c) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.
(d)	Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

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14.

Welfare Benefit Continuation Upon Termination Following Employment Term. Following termination of the Employment Term, provided that such termination of the Employment Term occurs on the third anniversary of the Effective Date and is not due to the earlier termination of the Employment Term pursuant to Section 5 (a “Natural Expiration of Employment Term”), in the event that the Executive terminates his employment with the Company for any reason following such date, then the Executive shall be entitled to the provision of the Welfare Benefit Continuation. It is expressly understood and agreed (i) that the Executive shall be entitled to no other payments or benefits, whether pursuant to this Agreement or otherwise, with respect to a termination of the Executive’s employment following a Natural Expiration of Employment Term, expect as set forth in this Section 14 and (ii) that the provisions of this Section 14 shall be of no further force and effect at such time as the Executive and the Company enter into a new agreement pertaining to the Executive’s employment with the Company.

15.

Miscellaneous.

(a)	Amendment. This Agreement may not be modified or amended in any respect except by an instrument in writing signed by each of an authorized officer of the Company and the Executive.
(b)	Waiver. Any term or condition of this Agreement may be waived at any time by the party hereto which is entitled to have the benefit thereof, but such waiver shall only be effective if evidenced by a writing signed by such party, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion. No failure or delay by a party hereto in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or power.
(c)	Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(d)	Attorneys’ Fees. The Executive and the Company agree that in any court, arbitration or other dispute resolution proceedings arising out of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs incurred by it or him in connection with resolution of the dispute in question in addition to any other relief granted thereby.
(e)	Severability. The parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses of this Agreement. If any one or more provisions of this Agreement is held to be invalid or unenforceable for any reason, including due to being overbroad in scope, activity, subject or otherwise: (i) this Agreement shall be considered divisible; (ii) such provision shall be deemed inoperative to the extent it is deemed invalid or unenforceable; and (iii) in all other respects this Agreement shall remain full force and effect; provided, however, that if any such provision may be made valid or enforceable

14

	by limitation thereof, then such provision shall be deemed to be so limited and shall be valid and/or enforceable to the maximum extent permitted by applicable law.
(f)	Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the Executive’s employment with the Company and from and after the Effective Date, this Agreement shall supersede any other prior negotiations, discussions, writings, agreements or understandings, both written and oral, between the parties with respect to such subject matter.
(g)	Prior Employment Arrangements. The Executive agrees, by his execution and delivery of this Agreement, that, as of the Effective Time, all prior employment or severance arrangements between the Company and any of its affiliates, on the one hand, and the Executive, on the other hand, are hereby terminated and of no further force and effect, including, without limitation, (i) that certain Employment Agreement, dated as of January 20, 1998, by and between the Company and the Executive, (ii) that certain Salary Continuation Agreement, dated as of February 26, 1996, by and between the Executive and Morton Metalcraft Co., and (iii) that certain Death Benefit Agreement, dated as of ___, 1993, by and between the Executive and Morton Metalcraft Co.
(h)	Captions. The captions herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.
(i)	Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted and operated in compliance with this intent. In the event any payment or benefit provided in this Agreement would violate Section 409A of the Code, the Executive and the Company agree that this Agreement will be amended to comply with Section 409A of the Code in such a way that the total payments and benefits provided hereunder in the aggregate are not reduced.
(j)	Parachute Payment. Notwithstanding anything herein to the contrary, if any of the payments or benefits received or to be received by the Executive in connection with the Transactions or the Executive’s termination of employment, whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement (such payments or benefits being hereinafter referred to as the “Total Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the payments and benefits under this Agreement hereof shall be reduced (by the minimal amount necessary and at the discretion of the Company) so that no portion of the Total Payments is subject to the Excise Tax. Determination of whether any of the Total Payments will be subject to the Excise Tax and the amount of reduction, if any, shall be determined by tax counsel selected by the Company.

15

(k) References. All references in this Agreement to Sections, subsections and other subdivisions refer to the Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include,” “includes,” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation.” Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Executive has executed this Agreement, as of the date first above set forth.

EXECUTIVE	MORTON INDUSTRIAL GROUP, INC.
	By:	/s/ William D. Morton
	Name:	William D. Morton
	Title:	Chairman and CEO
/s/ William D. Morton William D. Morton

SIGNATURE PAGE TO
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

Schedule 1

Annual Bonus — Case 1

No Annual Bonus shall be payable if Actual EBITDA for a fiscal year is less than 95% of the EBITDA Target for such year. An Annual Bonus equal to 37.5% of the Base Salary shall be payable if Actual EBITDA for a fiscal year is at least 95% of the EBITDA Target for such year. If Actual EBITDA is between 95% and 100% of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of the Base Salary between 37.5% and 75%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. If Actual EBITDA is between 100% and 110% (or greater) of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of Base Salary between 75% and 100%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. The following chart illustrates potential Annual Bonus payments:

Percentage That Actual EBITDA
For a Fiscal Year Represents of the
EBITDA Target For Such Fiscal	Percentage of Base Salary Payable as
Year	Annual Bonus
95%	37.5%
96%	45%
97%	52.5%
98%	60%
99%	67.5%
100%	75%
105%	87.5%
110% (or greater)	100%

Schedule 2

Annual Bonus — Case 2

No Annual Bonus shall be payable if Actual EBITDA for a fiscal year is less than 95% of the EBITDA Target for such year. An Annual Bonus equal to 25% of the Base Salary shall be payable if Actual EBITDA for a fiscal year is at least 95% of the EBITDA Target for such year. If Actual EBITDA is between 95% and 100% of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of the Base Salary between 25% and 50%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. If Actual EBITDA is between 100% and 110% (or greater) of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of Base Salary between 50% and 75%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. The following chart illustrates potential Annual Bonus payments:

Percentage That Actual EBITDA
For a Fiscal Year Represents of the
EBITDA Target For Such Fiscal	Percentage of Base Salary Payable as
Year	Annual Bonus
95%	25%
96%	30%
97%	35%
98%	40%
99%	45%
100%	50%
105%	62.5%
110% (or greater)	75%

Exhibit A

Morton Industrial Group, Inc.

Management Case
US$ Thousands

	Fiscal Year
	2002A			2003A			2004A			2005A			2006B			2007P			2008P			2009P
Net Revenue	$	116,567		$	131,431		$	171,243		$	168,504		$	197,258		$	211,632		$	223,877		$	239,090
Adjusted EBITDA(1)(2)(3)	$	8,147		$	8,778		$	13,726		$	16,948		$	22,060		$	25,480		$	27,876		$	31,297
% of Net Revenue		7.0	%		6.7	%		8.0	%		10.1	%		11.2	%		12.0	%		12.5	%		13.1	%

(1)	2006 through 2009 adjusted for management fees only.
(2)	Assumes no acquisition of leased equipment; EBITDA targets will be adjusted to the extent the leased asset buy-back program is implemented.
(3)	Assumes tooling repair and maintenance expense continues to be capitalized consistently with the Company’s current practices.

EX-99.(D)(16)

exv99wxdyx16y

EX-99.(D)(17)

Exhibit No. (d)(17)

[EXECUTION COPY]

EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

          This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 22, 2006, is entered into by and between Morton Industrial Group, Inc., a Georgia corporation (the “Company”), and Brian L Geiger (the “Executive”).

WITNESSETH:

     WHEREAS, effective as of even date herewith, MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Sub will merge with and into the Company and Parent shall acquire all of the outstanding capital stock of the Company, as the surviving corporation in such merger (the “Merger”);

     WHEREAS, effective as of even date herewith, the Executive and Parent have entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which, immediately prior to the Merger, the Executive shall contribute a portion of his shares in the Company to Parent in exchange for common stock of Parent (the “Contribution” and collectively with the Merger, the “Transactions”);

     WHEREAS, as a result of the Merger and the Contribution, the Executive shall become a stockholder of Parent, which shall be the sole owner of all of the issued and outstanding stock of the Company; and

     WHEREAS, in connection with the Transactions, the Company desires to employ the Executive in an executive capacity, and the Executive desires to be employed by the Company in such capacity.

AGREEMENT:

          NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1.	Employment. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the period set forth in Section 2, in the position and with the duties and responsibilities set forth in Section 3, and upon the other terms and conditions provided herein.
2.	Employment Term. The term of employment (the “Employment Term”) under this Agreement shall commence on the closing date of the transactions contemplated by the Merger Agreement (such date, the “Effective Date”) and shall conclude on the third

	anniversary of the Effective Date, unless earlier terminated pursuant to the provisions of Section 5 hereof. Notwithstanding anything herein to the contrary, this Agreement shall be of no force or effect until the Effective Date and shall automatically terminate upon termination of the Merger Agreement prior to the Effective Date.
3.	Position and Duties.

(a)

During the Employment Term, the Executive’s position shall be Vice President-Operations (or such other position as assigned by the Board of Directors of the Company (the “Board’), after consultation with the Chief Executive Officer of the Company). The Executive’s responsibilities shall be carried out with the advice and counsel of the Board and the Chief Executive Officer of the Company.

(b)

During the Employment Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall utilize the Executive’s best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive, except for usual, ordinary, and customary periods of vacation and absence due to illness; provided, however, that the Executive may serve on non-profit industry-related, civic or charitable boards or committees (or any other corporate boards or committees to which the Board consents in writing) or manage personal investments, so long as such activities do not materially interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement.

4. Compensation and Related Matters.

(a)

Base Salary. During the Employment Term, the Executive shall receive an annual base salary of $170,000 (the “Base Salary”). The Base Salary shall be payable in installments in accordance with the Company’s general payroll practices for executives in effect at the time such payment is made, and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions. During the Employment Term, the Executive’s Base Salary shall be subject to such increases (but not decreases) as may be determined from time to time by the Board in its sole discretion. Any increased Base Salary shall become the new “Base Salary” for purposes of this Agreement. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs, or arrangements of the Company in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive’s Base Salary hereunder.

(b)

Annual Bonus. During the Employment Term, the Company from time to time in accordance with its standard payroll practices shall pay the Executive an annual bonus (the “Annual Bonus”) based upon the Company’s attainment of certain targets with respect to the EBITDA of the Company for any fiscal year of the

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	Company ending during the Employment Term. The Annual Bonus shall reflect a target of forty-five percent (45%) of the Executive’s Base Salary. The Annual Bonus shall be calculated and payable in accordance with and based on the Actual EBITDA of the Company by reference to the EBITDA Target for any fiscal year. The Annual Bonus shall be calculated and payable as described in Schedule 1 hereto.
	For purposes of this Agreement, “EBITDA” shall mean the earnings of the Company and its subsidiaries before interest, taxes, depreciation, amortization and non-recurring expenses, derived from financial statements of the Company prepared in accordance with generally accepted accounting principles and to the extent consistent therewith, consistent with the Company’s past practices. For purposes of this Agreement, “Actual EBITDA” shall mean, for any fiscal year of the Company, the EBITDA of the Company and its subsidiaries for such fiscal year as derived from the Company’s financial statements for such fiscal year; provided, however, that all amounts (i) paid to Brazos Equity Advisors II, L.P. (or an affiliate thereof) pursuant to the terms of the Monitoring and Oversight Agreement to be entered into by and among Parent, the Company and Brazos Equity Advisors II, L.P. (or an affiliate thereof) and (ii) paid to Mark W. Mealy as a director fee, shall be added back to Actual EBITDA. For purposes of this Agreement, the “EBITDA Target” shall mean, (i) for the fiscal year 2006, $22,000,000, and (ii) for any fiscal year of the Company thereafter, such EBITDA target as is determined by the Board after consultation with the Company’s management and based on the Company’s historical performance and projected growth based on the projections prepared by the Company and attached hereto as Exhibit A.
(c)	Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 300,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”), of which (i) all 300,000 options shall be subject to time-based vesting at a rate of 20% per year, and (ii) 100,000 options, in addition to the time-based vesting set forth above, shall vest only in the event that the Actual EBITDA of the Company for fiscal year 2006 exceeds $22,000,000.

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(d) Employee Benefits.

(i)

Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements applicable generally to other senior executives at the Company, including, without limitation, the Company’s Variable Incentive Plan.

(ii)

Welfare Benefit Plans. During the Employment Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in and shall receive all benefits under all welfare benefits plans, programs and arrangements provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements) to the extent applicable generally to other senior executives at the Company.

(e)	Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time.
(f)	Additional Perquisites. During the Employment Term, the Company shall, to the extent reasonable and customary and consistent with the Company’s past practice, reimburse the executive for (i) an annual physical inspection by a physician reasonably acceptable to the Company, (ii) a life insurance policy for the Executive with a coverage amount of at least $300,000 and (iii) airline club cards.
(g)	Vacation. During the Employment Term, the Executive shall be entitled to four (4) weeks paid vacation per calendar year, which shall be taken at such times as are consistent with Executive’s responsibilities hereunder.
(h)	Compensation for Partial Periods. Except as otherwise noted herein, any payments payable to the Executive pursuant to this Agreement shall be pro-rated for any partial period of service applicable to such payment.

5. Termination of Employment.

(a)	Death. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Term.
(b)	Disability. In the event of any physical or mental disability of the Executive rendering the Executive unable to perform his duties hereunder for a period of at least one hundred twenty (120) days out of any twelve (12) month period (“Permanent Disability”), this Agreement shall terminate automatically.

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(c)	Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time during the Employment Term for Cause (as defined below).
	For purposes of this Agreement, “Cause” shall mean any of the following:

(i)	the conviction or the indictment of the Executive of, or the plea by the Executive of nolo contendere to, any felony or any crime involving moral turpitude or misrepresentation;
(ii)	gross neglect by the Executive of, or gross or willful misconduct by the Executive in connection with the performance of, the Executive’s material duties hereunder that is not cured within thirty (30) days after a written notice of such gross neglect, or gross or willful misconduct, specifically identifying the gross neglect or misconduct, is delivered by the Board to the Executive;
(iii)	the commitment by the Executive of any act of fraud, embezzlement or misappropriation of funds against the Company;
(iv)	the Executive shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Board or the Chief Executive Officer (other than as a result of illness or disability) concerning duties or actions consistent with the Executive’s office and such failure or refusal shall have continued for a period of thirty (30) days following written notice from the Board; or
(v)	any material breach by the Executive of this Agreement that is not cured by the Executive within thirty (30) days of written notice of such breach by the Board.

(d)	Termination by the Company without Cause. Upon 30 days prior written notice, the Company may terminate the Executive’s employment hereunder at any time during the Employment Term without Cause.
(e)	Termination by the Executive for Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company for Good Reason (subject to the cure period set forth below). Such notice must provide a detailed explanation of the Good Reason. For this purpose, the term “Good Reason” shall mean any of the following:

(i)	a material breach of this Agreement by the Company;
(ii)	a material reduction in the Executive’s total compensation and benefits package other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder;

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(iii)	a material diminution of the Executive’s responsibilities other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder; or
(iv)	a relocation of the Executive’s principal place of business to a location more than twenty-five miles from the Company’s current office, located at 1021 W. Birchwood, Morton, Illinois.

	Notwithstanding the foregoing, in the event the Executive provides notice of his intention to terminate for Good Reason as outlined in the preceding sentence, the Company shall have the opportunity to cure such Good Reason within thirty (30) days of receiving such notice.
(f)	Termination by the Executive Voluntarily. Upon thirty (30) days prior written notice, the Executive may terminate the Executive’s employment hereunder at any time during the Employment Term for any reason other than Good Reason, or for no reason.

6. Obligations of the Company Upon Termination.

(a)

Termination by the Company Without Cause or by the Executive for Good Reason. If, during the Employment Term, the Company shall terminate the Executive’s employment hereunder without Cause, or the Executive shall terminate the Executive’s employment for Good Reason, the Executive shall be entitled to receive: (i) the payment of (A) all Accrued Obligations, plus (B) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus, plus (C) provided the Executive is not in violation of Section 7 or Section 8 hereof, severance pay equal to one-twelfth ( 1/12 ) of the Executive’s annual Base Salary as of the date the Executive’s employment is terminated for each of the first eighteen (18) months from and following the date the Executive’s employment is terminated (the “Continuation Period”), payable in accordance with the Company’s regular pay schedule and policies and (ii) the provision of the Welfare Benefit Continuation.

For purposes of this Agreement, “Accrued Obligations” shall mean (1) all Base Salary earned by the Executive but unpaid as of the date the Executive’s employment is terminated, (2) reimbursement for any and all monies advanced by the Executive in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive through the date the Executive’s employment is terminated and (3) all other payments and benefits to which the Executive may be entitled through the date of termination under the terms of any applicable compensation arrangement or benefit plan or program of the Company. For purposes of this Agreement, “Pro Rata Bonus” shall mean, as to any fiscal year of the Company in which the Executive’s employment with the Company is terminated, an amount equal to (i) the number of days which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by (ii) the Executive’s Annual Bonus which, but for the Executive’s termination of

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	employment, would have been earned by the Executive during such year. For purposes of this Agreement, “Welfare Benefit Continuation” shall mean provision of welfare benefits such that the Executive and the Executive’s spouse shall continue to be covered by the same or equivalent medical coverage as in effect for the Executive and the Executive’s spouse immediately prior to the date the Executive’s employment is terminated until the earlier of (x) the date that each of the Executive and the Executive’s spouse reach 65 years of age (it being understood that coverage shall terminate as to each of the Executive and the Executive’s spouse individually at such time as each of them individually reach 65 years of age) and (y) the date the Executive or the Executive’s spouse has commenced new employment and has thereby become eligible for other benefits coverage, subject to the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (COBRA); provided, however, that in the event that the Executive obtains a divorce from the Executive’s spouse as of the date of this Agreement, then in such event (i) such spouse shall no longer be entitled to the provision of the Welfare Benefit Continuation and (ii) in the event the Executive remarries following such divorce, the Executive’s spouse as a result of such remarriage shall not be entitled to the provision of the Welfare Benefit Continuation.
(b)	Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further obligations to the Executive’s heirs, executors, administrators or other legal representatives under this Agreement, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(c)	Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(d)	Termination by the Company for Cause. If the Executive’s employment is terminated for Cause during the Employment Term, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.
(e)	Termination by the Executive. If the Executive voluntarily terminates the Executive’s employment during the Employment Term, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.

7

(f)	Accrued Benefits. Except as otherwise specifically provided herein or under the terms of any applicable policy, plan or program, all Accrued Obligations to which the Executive (or his estate or beneficiary) is entitled shall be payable in cash promptly upon termination of his employment.
(g)	Complete Payment. The payments and other benefits to be made or to be extended to the Executive under the provisions of this Section 6 upon termination of the Executive’s employment shall be in complete satisfaction of any and all payments that would otherwise be due the Executive had he remained employed by the Company during the remainder of the Employment Term and the Company shall have no further obligation to make any payment or extend any benefit to the Executive pursuant to this Agreement or otherwise upon or after such termination. Except as specifically provided in this Section 6, the Executive shall not be entitled to any compensation, severance or other benefits from the Company or any of its subsidiaries or affiliates upon the termination of this Agreement for any reason whatsoever. The Executive shall not be entitled to any severance or other payments upon termination of employment except pursuant to this Agreement.
(h)	Survival of Certain Provisions. Provisions of this Agreement shall survive any termination of employment if so provided herein or if necessary or desirable fully to accomplish the purposes of such provision, including, without limitation, the obligations of the Executive under Section 7 and Section 8 hereof. The obligation of the Company to make payments to or on behalf of the Executive under this Section 6 is expressly conditioned upon the Executive’s continued full performance of obligations under Section 7 and Section 8 hereof. The Executive recognizes that, except as expressly provided in this Section 6, no compensation is earned after termination of employment.

7. Proprietary Information; Inventions in the Field.

(a) Proprietary Information. In the course of service to the Company, the Executive has had and will continue to have access to confidential information regarding the organization, business and finances of the Company and its affiliated companies, including products, services, designs, methods, techniques, systems, specifications, know-how, strategic or technical data, marketing research data, product research and development data, sales techniques, confidential customer lists and information, sources of supply and trade secrets, all of which are confidential and may be proprietary and are owned or used by the Company or any of its affiliates. Such information shall hereinafter be called “Proprietary Information” and shall include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its affiliated companies as to which the Executive may have or have had access, whether conceived or developed by others or by the Executive alone or with others during the period of service to the Company (including the Executive’s service with the Company prior to the Effective Date). Proprietary Information shall not include any records, data or information which are (i) in the public domain during or after the Employment Term provided the same are not in the public domain as a consequence of disclosure directly or indirectly by the

8

	Executive in violation of this Agreement, (ii) independently developed or acquired by the Executive after the Employment Term without violating any of his obligations hereunder, (iii) required to be disclosed by law, or (iv) reasonably required to be disclosed in defending any suit, proceeding or investigation to which the Executive is a party.
(b)	Non-Use and Non-Disclosure. The Executive shall not during the Employment Term and for a period of three (3) years thereafter: (i) disclose, directly or indirectly, any Proprietary Information to any person, other than the Company or executives thereof or any person who, in the reasonable judgment of the Executive, needs to know such Proprietary Information or such other persons to whom the Executive has been specifically instructed to make disclosure by the Board and in all such cases only to the extent required in the course of the Executive’s service to the Company; or (ii) use any Proprietary Information, directly or indirectly, for the Executive’s own benefit or for the benefit of any person or entity other than the Company.
(c)	Assignment of Inventions. The Executive agrees to assign and transfer to the Company or its designee, without any separate remuneration or compensation, his entire right, title and interest in and to all Inventions in the Field (as defined below), together with all United States and foreign rights with respect thereto, and, at the Company’s expense, to execute and deliver all appropriate patent and copyright applications for securing United States and foreign patents and copyrights on Inventions in the Field and to perform all lawful acts, including giving testimony, and to execute and deliver all such instruments that may be necessary or proper to vest all such Inventions in the Field and patents and copyrights with respect thereto in the Company, and to assist the Company in the prosecution or defense of any interference which may be declared involving any of said patent applications, patents, copyright applications or copyrights. For the purposes of this Agreement, the words “Inventions in the Field” shall include any discovery, process, design, development, improvement, application, technique or invention, whether patentable or copyrightable or not and whether reduced to practice or not, conceived, created, discovered, invented or made by the Executive, individually or jointly with others, while in the employ of the Company or any of its affiliated companies, and which is related to the business of the Company or any of its affiliated companies, or which resulted or results from the use of any Proprietary Information of the Company.

8. Restrictions on Activities of the Executive.

(a) Acknowledgments. The Executive and the Company acknowledge and agree that the Executive is being employed hereunder in a key capacity with the Company and that the Company is engaged in a highly competitive business and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive and the Company further acknowledge and agree that reasonable limits may be placed on the Executive’s ability to compete against the Company and its affiliated companies engaged in the Business (as defined below) to the extent that they protect and

9

	preserve the legitimate business interests and goodwill of the Company and/or its affiliated companies engaged in the Business, and that the limits contained herein are in consideration for and as an inducement for, among other things, the consummation of the Merger, the Executive’s ability to receive common stock of Parent pursuant to the Contribution, and the Option Grant.
(b)	Non-Competition Restrictions. During the Non-Competition Period (as defined below), the Executive will not, anywhere in the Territory (as defined below), directly or indirectly, alone or as principal, agent, employee, officer, director, trustee, employer, consultant, investor or partner, enter the employ of, or render services to, or own any stock or any other ownership interest in, or make any financial investment in, any person, business or entity which is Competitive with the Company (as defined below); provided, however, that the ownership of not more than five percent (5%) of the outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation of this Section 8(b). For purposes of this Agreement, a business or entity shall be considered “Competitive with the Company” as of any point in time during the Non-Competition Period if it engages in the manufacture and supply of fabricated metal components and subassemblies or any other business conducted or engaged in, or which the Company is considering whether to engage in, as of the date of termination of the Executive’s employment with the Company (the “Business”). For purposes of this Agreement, the “Non-Competition Period” shall mean the period commencing on the Effective Date and ending three (3) years after the date the Executive’s employment is terminated, whether such termination is pursuant to this Agreement or otherwise. For purposes of this Agreement, “Territory” means anywhere in North America and Europe or any other location where the Company maintains employees, engages in sales transactions, or otherwise conducts business as of the date the Executive’s employment with the Company is terminated.
(c)	Non-Solicitation Restrictions. During the Non-Competition Period, the Executive will not, directly or indirectly, (i) solicit the employment or services of any individual who upon termination of the Executive’s employment with the Company or within twelve (12) months prior thereto, was known by Executive to be employed by the Company (each such individual, a “Company Affiliate”), (ii) hire any Company Affiliate or (iii) solicit any customer or supplier of the Company to terminate its arrangement with the Company, otherwise change its relationship with the Company, or establish any relationship, directly or indirectly, with the Executive for any business purpose that is Competitive with the Company.

9. Representations and Warranties.

(a) The Company represents and warrants to the Executive that the execution, delivery, and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and do not and will not conflict with or result in a violation of any provision of, or

10

	constitute a default under, any material contract, agreement, instrument, or obligation to which the Company is a party or by which it is bound.
(b)	The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not and will not conflict with or result in a violation of any provision of, or constitute a default under, any material contract, agreement, instrument or obligation to which the Executive is a party or by which the Executive is bound.

10. Injunctive Relief. It is specifically understood and agreed that any breach of the provisions of Section 7 or Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Executive and to obtain both temporary and permanent injunctive relief without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive or preclude the Company from any other remedy.

11. Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Illinois. Each of parties hereto consents to the exclusive personal jurisdiction of the state or federal courts located in the State of Illinois over any action arising out of or relating to this Agreement and waives any objection such party may now or hereafter have to venue or to convenience of forum.

12. Notices. All notices, requests and demands to or upon the parties hereto to be effective shall be in writing, by facsimile, by overnight courier or by registered or certified mail, postage prepaid and return receipt requested, and shall be deemed to have been duly given or made upon: (a) delivery by hand, (b) one business day after being sent by nationally recognized overnight courier; or (c) in the case of transmission by facsimile, when confirmation of receipt is obtained. Such communications shall be addressed and directed to the parties as follows (or to such other address as either party shall designate by giving like notice of such change to the other party):

(i)	if to the Company:
	Morton Industrial Group, Inc.
	1021 W. Birchwood
	Morton, Illinois 61550
	Attention:	William D. Morton
	Fax:	(309) 263-1866

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	with a copy (which shall not constitute notice to the Company) to:
	Brazos Private Equity Partners, LLC
	100 Crescent Court, Suite 1777
	Dallas, Texas 75201
	Attention:	Patrick K. McGee
		Michael D. Salim
	Fax:	(214) 756-6505
	and:
	Weil, Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attention:	Jeffrey B. Hitt, Esq.
	Fax:	(214) 746-7777
(ii)	if to the Executive:
	Brian L. Geiger
	29501 Allentown Road
	Mackinaw, Illinois 61755
	with a copy (which shall not constitute notice to the Executive) to:
	Kennedy Covington Lobdell & Hickman LLP
	Hearst Tower, 47th Floor
	214 N. Tryon Street
	Charlotte, North Carolina 28202
	Attention:	Sean M. Jones
	Fax:	(704) 353-3106

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

13. Binding Effect; No Third Party Benefit.

(a)	This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and shall be enforceable by the Executive and the Executive’s legal representatives.
(b)	This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

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(c)

The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the business and/or assets of the Company, by agreement in writing, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinabove defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers this Agreement provided for in this Section 13(c) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(d)

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

14.

Welfare Benefit Continuation Upon Termination Following Employment Term. Following termination of the Employment Term, provided that such termination of the Employment Term occurs on the third anniversary of the Effective Date and is not due to the earlier termination of the Employment Term pursuant to Section 5 (a “Natural Expiration of Employment Term”), in the event that the Executive terminates his employment with the Company for any reason following such date, then the Executive shall be entitled to the provision of the Welfare Benefit Continuation. It is expressly understood and agreed (i) that the Executive shall be entitled to no other payments or benefits, whether pursuant to this Agreement or otherwise, with respect to a termination of the Executive’s employment following a Natural Expiration of Employment Term, expect as set forth in this Section 14 and (ii) that the provisions of this Section 14 shall be of no further force and effect at such time as the Executive and the Company enter into a new agreement pertaining to the Executive’s employment with the Company.

15.

Miscellaneous.

(a)	Amendment. This Agreement may not be modified or amended in any respect except by an instrument in writing signed by each of an authorized officer of the Company and the Executive.
(b)	Waiver. Any term or condition of this Agreement may be waived at any time by the party hereto which is entitled to have the benefit thereof, but such waiver shall only be effective if evidenced by a writing signed by such party, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion. No failure or delay by a party hereto in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or power.
(c)	Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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(d)	Attorneys’ Fees. The Executive and the Company agree that in any court, arbitration or other dispute resolution proceedings arising out of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs incurred by it or him in connection with resolution of the dispute in question in addition to any other relief granted thereby.
(e)	Severability. The parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses of this Agreement. If any one or more provisions of this Agreement is held to be invalid or unenforceable for any reason, including due to being overbroad in scope, activity, subject or otherwise: (i) this Agreement shall be considered divisible; (ii) such provision shall be deemed inoperative to the extent it is deemed invalid or unenforceable; and (iii) in all other respects this Agreement shall remain full force and effect; provided, however, that if any such provision may be made valid or enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be valid and/or enforceable to the maximum extent permitted by applicable law.
(f)	Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the Executive’s employment with the Company and from and after the Effective Date, this Agreement shall supersede any other prior negotiations, discussions, writings, agreements or understandings, both written and oral, between the parties with respect to such subject matter.
(g)	Prior Employment Arrangements. The Executive agrees, by his execution and delivery of this Agreement, that, as of the Effective Time, all prior employment or severance arrangements between the Company and any of its affiliates, on the one hand, and the Executive, on the other hand, are hereby terminated and of no further force and effect, including, without limitation, that certain Employment Agreement, dated as of January 20, 1998, by and between the Company and the Executive.
(h)	Captions. The captions herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.
(i)	Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted and operated in compliance with this intent. In the event any payment or benefit provided in this Agreement would violate Section 409A of the Code, the Executive and the Company agree that this Agreement will be amended to comply with Section 409A of the Code in such a way that the total payments and benefits provided hereunder in the aggregate are not reduced.
(j)	Parachute Payment. Notwithstanding anything herein to the contrary, if any of the payments or benefits received or to be received by the Executive in

14

connection with the Transactions or the Executive’s termination of employment, whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement (such payments or benefits being hereinafter referred to as the “Total Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the payments and benefits under this Agreement hereof shall be reduced (by the minimal amount necessary and at the discretion of the Company) so that no portion of the Total Payments is subject to the Excise Tax. Determination of whether any of the Total Payments will be subject to the Excise Tax and the amount of reduction, if any, shall be determined by tax counsel selected by the Company.

(k)

References. All references in this Agreement to Sections, subsections and other subdivisions refer to the Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include,” “includes,” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation.” Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Executive has executed this Agreement, as of the date first above set forth.

EXECUTIVE	MORTON INDUSTRIAL GROUP, INC.
	By:	/s/ William D. Morton
	Name:	William D. Morton
/s/ Brian L. Geiger Brian L. Geiger	Title:	Chairman and CEO

SIGNATURE PAGE TO
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

Schedule 1

Annual Bonus

No Annual Bonus shall be payable if Actual EBITDA for a fiscal year is less than 95% of the EBITDA Target for such year. An Annual Bonus equal to 22.5% of the Base Salary shall be payable if Actual EBITDA for a fiscal year is at least 95% of the EBITDA Target for such year. If Actual EBITDA is between 95% and 100% of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of the Base Salary between 22.5% and 45%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. If Actual EBITDA is between 100% and 110% (or greater) of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of Base Salary between 45% and 60%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. The following chart illustrates potential Annual Bonus payments:

Percentage That Actual EBITDA
For a Fiscal Year Represents of the
EBITDA Target For Such Fiscal	Percentage of Base Salary Payable as
Year	Annual Bonus
95%	22.5%
96%	27%
97%	31.5%
98%	36%
99%	40.5%
100%	45%
105%	56.25%
110% (or greater)	67.5%

Exhibit A

Morton Industrial Group, Inc.

Management Case
US$ Thousands

	Fiscal Year
	2002A			2003A			2004A			2005A			2006B			2007P			2008P			2009P
Net Revenue	$	116,567		$	131,431		$	171,243		$	168,504		$	197,258		$	211,632		$	223,877		$	239,090
Adjusted EBITDA(1)(2)(3)	$	8,147		$	8,778		$	13,726		$	16,948		$	22,060		$	25,480		$	27,876		$	31,297
% of Net Revenue		7.0	%		6.7	%		8.0	%		10.1	%		11.2	%		12.0	%		12.5	%		13.1	%

(1)	2006 through 2009 adjusted for management fees only.
(2)	Assumes no acquisition of leased equipment; EBITDA targets will be adjusted to the extent the leased asset buy-back program is implemented.
(3)	Assumes tooling repair and maintenance expense continues to be capitalized consistently with the Company’s current practices.

EX-99.(D)(18)

Exhibit No. (d)(18)

[EXECUTION COPY]

EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

          This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 22, 2006, is entered into by and between Morton Industrial Group, Inc., a Georgia corporation (the “Company”), and Daryl R. Lindemann (the “Executive”).

WITNESSETH:

     WHEREAS, effective as of even date herewith, MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Sub will merge with and into the Company and Parent shall acquire all of the outstanding capital stock of the Company, as the surviving corporation in such merger (the “Merger”);

     WHEREAS, effective as of even date herewith, the Executive and Parent have entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which, immediately prior to the Merger, the Executive shall contribute a portion of his shares in the Company to Parent in exchange for common stock of Parent (the “Contribution” and collectively with the Merger, the “Transactions”);

     WHEREAS, as a result of the Merger and the Contribution, the Executive shall become a stockholder of Parent, which shall be the sole owner of all of the issued and outstanding stock of the Company; and

     WHEREAS, in connection with the Transactions, the Company desires to employ the Executive in an executive capacity, and the Executive desires to be employed by the Company in such capacity.

AGREEMENT:

          NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1.	Employment. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the period set forth in Section 2, in the position and with the duties and responsibilities set forth in Section 3, and upon the other terms and conditions provided herein.
2.	Employment Term. The term of employment (the “Employment Term”) under this Agreement shall commence on the closing date of the transactions contemplated by the Merger Agreement (such date, the “Effective Date”) and shall conclude on the third

	anniversary of the Effective Date, unless earlier terminated pursuant to the provisions of Section 5 hereof. Notwithstanding anything herein to the contrary, this Agreement shall be of no force or effect until the Effective Date and shall automatically terminate upon termination of the Merger Agreement prior to the Effective Date.
3.	Position and Duties.

(a)

During the Employment Term, the Executive’s position shall be Vice President-Finance, Secretary and Treasurer (or such other position as assigned by the Board of Directors of the Company (the “Board’), after consultation with the Chief Executive Officer of the Company). The Executive’s responsibilities shall be carried out with the advice and counsel of the Board and the Chief Executive Officer of the Company.

(b)

During the Employment Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall utilize the Executive’s best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive, except for usual, ordinary, and customary periods of vacation and absence due to illness; provided, however, that the Executive may serve on non-profit industry-related, civic or charitable boards or committees (or any other corporate boards or committees to which the Board consents in writing) or manage personal investments, so long as such activities do not materially interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement.

4. Compensation and Related Matters.

(a)

Base Salary. During the Employment Term, the Executive shall receive an annual base salary of $170,000 (the “Base Salary”). The Base Salary shall be payable in installments in accordance with the Company’s general payroll practices for executives in effect at the time such payment is made, and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions. During the Employment Term, the Executive’s Base Salary shall be subject to such increases (but not decreases) as may be determined from time to time by the Board in its sole discretion. Any increased Base Salary shall become the new “Base Salary” for purposes of this Agreement. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs, or arrangements of the Company in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive’s Base Salary hereunder.

(b)

Annual Bonus. During the Employment Term, the Company from time to time in accordance with its standard payroll practices shall pay the Executive an annual bonus (the “Annual Bonus”) based upon the Company’s attainment of certain

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	targets with respect to the EBITDA of the Company for any fiscal year of the Company ending during the Employment Term. The Annual Bonus shall reflect a target of forty-five percent (45%) of the Executive’s Base Salary. The Annual Bonus shall be calculated and payable in accordance with and based on the Actual EBITDA of the Company by reference to the EBITDA Target for any fiscal year. The Annual Bonus shall be calculated and payable as described in Schedule 1 hereto.
	For purposes of this Agreement, “EBITDA” shall mean the earnings of the Company and its subsidiaries before interest, taxes, depreciation, amortization and non-recurring expenses, derived from financial statements of the Company prepared in accordance with generally accepted accounting principles and to the extent consistent therewith, consistent with the Company’s past practices. For purposes of this Agreement, “Actual EBITDA” shall mean, for any fiscal year of the Company, the EBITDA of the Company and its subsidiaries for such fiscal year as derived from the Company’s financial statements for such fiscal year; provided, however, that all amounts (i) paid to Brazos Equity Advisors II, L.P. (or an affiliate thereof) pursuant to the terms of the Monitoring and Oversight Agreement to be entered into by and among Parent, the Company and Brazos Equity Advisors II, L.P. (or an affiliate thereof) and (ii) paid to Mark W. Mealy as a director fee, shall be added back to Actual EBITDA. For purposes of this Agreement, the “EBITDA Target” shall mean, (i) for the fiscal year 2006, $22,000,000, and (ii) for any fiscal year of the Company thereafter, such EBITDA target as is determined by the Board after consultation with the Company’s management and based on the Company’s historical performance and projected growth based on the projections prepared by the Company and attached hereto as Exhibit A.
(c)	Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 300,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”), of which (i) all 300,000 options shall be subject to time-based vesting at a rate of 20% per year, and (ii) 100,000 options, in addition to the time-based vesting set forth above, shall vest only in the event that the Actual EBITDA of the Company for fiscal year 2006 exceeds $22,000,000.

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(d) Employee Benefits.

(i)

Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements applicable generally to other senior executives at the Company, including, without limitation, the Company’s Variable Incentive Plan.

(ii)

Welfare Benefit Plans. During the Employment Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in and shall receive all benefits under all welfare benefits plans, programs and arrangements provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements) to the extent applicable generally to other senior executives at the Company.

(e)	Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time.
(f)	Additional Perquisites. During the Employment Term, the Company shall, to the extent reasonable and customary and consistent with the Company’s past practice, reimburse the executive for (i) an annual physical inspection by a physician reasonably acceptable to the Company, (ii) a life insurance policy for the Executive with a coverage amount of at least $300,000 and (iii) airline club cards.
(g)	Vacation. During the Employment Term, the Executive shall be entitled to four (4) weeks paid vacation per calendar year, which shall be taken at such times as are consistent with Executive’s responsibilities hereunder.
(h)	Compensation for Partial Periods. Except as otherwise noted herein, any payments payable to the Executive pursuant to this Agreement shall be pro-rated for any partial period of service applicable to such payment.

5. Termination of Employment.

(a)	Death. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Term.
(b)	Disability. In the event of any physical or mental disability of the Executive rendering the Executive unable to perform his duties hereunder for a period of at least one hundred twenty (120) days out of any twelve (12) month period (“Permanent Disability”), this Agreement shall terminate automatically.

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(c)	Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time during the Employment Term for Cause (as defined below).
	For purposes of this Agreement, “Cause” shall mean any of the following:

(i)	the conviction or the indictment of the Executive of, or the plea by the Executive of nolo contendere to, any felony or any crime involving moral turpitude or misrepresentation;
(ii)	gross neglect by the Executive of, or gross or willful misconduct by the Executive in connection with the performance of, the Executive’s material duties hereunder that is not cured within thirty (30) days after a written notice of such gross neglect, or gross or willful misconduct, specifically identifying the gross neglect or misconduct, is delivered by the Board to the Executive;
(iii)	the commitment by the Executive of any act of fraud, embezzlement or misappropriation of funds against the Company;
(iv)	the Executive shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Board or the Chief Executive Officer (other than as a result of illness or disability) concerning duties or actions consistent with the Executive’s office and such failure or refusal shall have continued for a period of thirty (30) days following written notice from the Board; or
(v)	any material breach by the Executive of this Agreement that is not cured by the Executive within thirty (30) days of written notice of such breach by the Board.

(d)	Termination by the Company without Cause. Upon 30 days prior written notice, the Company may terminate the Executive’s employment hereunder at any time during the Employment Term without Cause.
(e)	Termination by the Executive for Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company for Good Reason (subject to the cure period set forth below). Such notice must provide a detailed explanation of the Good Reason. For this purpose, the term “Good Reason” shall mean any of the following:

(i)	a material breach of this Agreement by the Company;
(ii)	a material reduction in the Executive’s total compensation and benefits package other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder;

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(iii)	a material diminution of the Executive’s responsibilities other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder; or
(iv)	a relocation of the Executive’s principal place of business to a location more than twenty-five miles from the Company’s current office, located at 1021 W. Birchwood, Morton, Illinois.

	Notwithstanding the foregoing, in the event the Executive provides notice of his intention to terminate for Good Reason as outlined in the preceding sentence, the Company shall have the opportunity to cure such Good Reason within thirty (30) days of receiving such notice.
(f)	Termination by the Executive Voluntarily. Upon thirty (30) days prior written notice, the Executive may terminate the Executive’s employment hereunder at any time during the Employment Term for any reason other than Good Reason, or for no reason.

6. Obligations of the Company Upon Termination.

(a)

Termination by the Company Without Cause or by the Executive for Good Reason. If, during the Employment Term, the Company shall terminate the Executive’s employment hereunder without Cause, or the Executive shall terminate the Executive’s employment for Good Reason, the Executive shall be entitled to receive: (i) the payment of (A) all Accrued Obligations, plus (B) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus, plus (C) provided the Executive is not in violation of Section 7 or Section 8 hereof, severance pay equal to one-twelfth (1/12) of the Executive’s annual Base Salary as of the date the Executive’s employment is terminated for each of the first eighteen (18) months from and following the date the Executive’s employment is terminated (the “Continuation Period”), payable in accordance with the Company’s regular pay schedule and policies and (ii) the provision of the Welfare Benefit Continuation.

For purposes of this Agreement, “Accrued Obligations” shall mean (1) all Base Salary earned by the Executive but unpaid as of the date the Executive’s employment is terminated, (2) reimbursement for any and all monies advanced by the Executive in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive through the date the Executive’s employment is terminated and (3) all other payments and benefits to which the Executive may be entitled through the date of termination under the terms of any applicable compensation arrangement or benefit plan or program of the Company. For purposes of this Agreement, “Pro Rata Bonus” shall mean, as to any fiscal year of the Company in which the Executive’s employment with the Company is terminated, an amount equal to (i) the number of days which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by (ii) the Executive’s Annual Bonus which, but for the Executive’s termination of

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	employment, would have been earned by the Executive during such year. For purposes of this Agreement, “Welfare Benefit Continuation” shall mean provision of welfare benefits such that the Executive and the Executive’s spouse shall continue to be covered by the same or equivalent medical coverage as in effect for the Executive and the Executive’s spouse immediately prior to the date the Executive’s employment is terminated until the earlier of (x) four (4) years from the date the Executive’s employment is terminated and (y) the date the Executive or the Executive’s spouse has commenced new employment and has thereby become eligible for other benefits coverage, subject to the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (COBRA); provided, however, that in the event that the Executive obtains a divorce from the Executive’s spouse as of the date of this Agreement, then in such event (i) such spouse shall no longer be entitled to the provision of the Welfare Benefit Continuation and (ii) in the event the Executive remarries following such divorce, the Executive’s spouse as a result of such remarriage shall not be entitled to the provision of the Welfare Benefit Continuation.
(b)	Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further obligations to the Executive’s heirs, executors, administrators or other legal representatives under this Agreement, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(c)	Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(d)	Termination by the Company for Cause. If the Executive’s employment is terminated for Cause during the Employment Term, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.
(e)	Termination by the Executive. If the Executive voluntarily terminates the Executive’s employment during the Employment Term, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.
(f)	Accrued Benefits. Except as otherwise specifically provided herein or under the terms of any applicable policy, plan or program, all Accrued Obligations to which

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	the Executive (or his estate or beneficiary) is entitled shall be payable in cash promptly upon termination of his employment.
(g)	Complete Payment. The payments and other benefits to be made or to be extended to the Executive under the provisions of this Section 6 upon termination of the Executive’s employment shall be in complete satisfaction of any and all payments that would otherwise be due the Executive had he remained employed by the Company during the remainder of the Employment Term and the Company shall have no further obligation to make any payment or extend any benefit to the Executive pursuant to this Agreement or otherwise upon or after such termination. Except as specifically provided in this Section 6, the Executive shall not be entitled to any compensation, severance or other benefits from the Company or any of its subsidiaries or affiliates upon the termination of this Agreement for any reason whatsoever. The Executive shall not be entitled to any severance or other payments upon termination of employment except pursuant to this Agreement.
(h)	Survival of Certain Provisions. Provisions of this Agreement shall survive any termination of employment if so provided herein or if necessary or desirable fully to accomplish the purposes of such provision, including, without limitation, the obligations of the Executive under Section 7 and Section 8 hereof. The obligation of the Company to make payments to or on behalf of the Executive under this Section 6 is expressly conditioned upon the Executive’s continued full performance of obligations under Section 7 and Section 8 hereof. The Executive recognizes that, except as expressly provided in this Section 6, no compensation is earned after termination of employment.

7. Proprietary Information; Inventions in the Field.

(a) Proprietary Information. In the course of service to the Company, the Executive has had and will continue to have access to confidential information regarding the organization, business and finances of the Company and its affiliated companies, including products, services, designs, methods, techniques, systems, specifications, know-how, strategic or technical data, marketing research data, product research and development data, sales techniques, confidential customer lists and information, sources of supply and trade secrets, all of which are confidential and may be proprietary and are owned or used by the Company or any of its affiliates. Such information shall hereinafter be called “Proprietary Information” and shall include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its affiliated companies as to which the Executive may have or have had access, whether conceived or developed by others or by the Executive alone or with others during the period of service to the Company (including the Executive’s service with the Company prior to the Effective Date). Proprietary Information shall not include any records, data or information which are (i) in the public domain during or after the Employment Term provided the same are not in the public domain as a consequence of disclosure directly or indirectly by the Executive in violation of this Agreement, (ii) independently developed or acquired by the Executive after the Employment Term without violating any of

8

	his obligations hereunder, (iii) required to be disclosed by law, or (iv) reasonably required to be disclosed in defending any suit, proceeding or investigation to which the Executive is a party.
(b)	Non-Use and Non-Disclosure. The Executive shall not during the Employment Term and for a period of three (3) years thereafter: (i) disclose, directly or indirectly, any Proprietary Information to any person, other than the Company or executives thereof or any person who, in the reasonable judgment of the Executive, needs to know such Proprietary Information or such other persons to whom the Executive has been specifically instructed to make disclosure by the Board and in all such cases only to the extent required in the course of the Executive’s service to the Company; or (ii) use any Proprietary Information, directly or indirectly, for the Executive’s own benefit or for the benefit of any person or entity other than the Company.
(c)	Assignment of Inventions. The Executive agrees to assign and transfer to the Company or its designee, without any separate remuneration or compensation, his entire right, title and interest in and to all Inventions in the Field (as defined below), together with all United States and foreign rights with respect thereto, and, at the Company’s expense, to execute and deliver all appropriate patent and copyright applications for securing United States and foreign patents and copyrights on Inventions in the Field and to perform all lawful acts, including giving testimony, and to execute and deliver all such instruments that may be necessary or proper to vest all such Inventions in the Field and patents and copyrights with respect thereto in the Company, and to assist the Company in the prosecution or defense of any interference which may be declared involving any of said patent applications, patents, copyright applications or copyrights. For the purposes of this Agreement, the words “Inventions in the Field” shall include any discovery, process, design, development, improvement, application, technique or invention, whether patentable or copyrightable or not and whether reduced to practice or not, conceived, created, discovered, invented or made by the Executive, individually or jointly with others, while in the employ of the Company or any of its affiliated companies, and which is related to the business of the Company or any of its affiliated companies, or which resulted or results from the use of any Proprietary Information of the Company.

8. Restrictions on Activities of the Executive.

(a) Acknowledgments. The Executive and the Company acknowledge and agree that the Executive is being employed hereunder in a key capacity with the Company and that the Company is engaged in a highly competitive business and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive and the Company further acknowledge and agree that reasonable limits may be placed on the Executive’s ability to compete against the Company and its affiliated companies engaged in the Business (as defined below) to the extent that they protect and preserve the legitimate business interests and goodwill of the Company and/or its affiliated companies engaged in the Business, and that the limits contained herein

9

	are in consideration for and as an inducement for, among other things, the consummation of the Merger, the Executive’s ability to receive common stock of Parent pursuant to the Contribution, and the Option Grant.
(b)	Non-Competition Restrictions. During the Non-Competition Period (as defined below), the Executive will not, anywhere in the Territory (as defined below), directly or indirectly, alone or as principal, agent, employee, officer, director, trustee, employer, consultant, investor or partner, enter the employ of, or render services to, or own any stock or any other ownership interest in, or make any financial investment in, any person, business or entity which is Competitive with the Company (as defined below); provided, however, that the ownership of not more than five percent (5%) of the outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation of this Section 8(b). For purposes of this Agreement, a business or entity shall be considered “Competitive with the Company” as of any point in time during the Non-Competition Period if it engages in the manufacture and supply of fabricated metal components and subassemblies or any other business conducted or engaged in, or which the Company is considering whether to engage in, as of the date of termination of the Executive’s employment with the Company (the “Business”). For purposes of this Agreement, the “Non-Competition Period” shall mean the period commencing on the Effective Date and ending three (3) years after the date the Executive’s employment is terminated, whether such termination is pursuant to this Agreement or otherwise. For purposes of this Agreement, “Territory” means anywhere in North America and Europe or any other location where the Company maintains employees, engages in sales transactions, or otherwise conducts business as of the date the Executive’s employment with the Company is terminated.
(c)	Non-Solicitation Restrictions. During the Non-Competition Period, the Executive will not, directly or indirectly, (i) solicit the employment or services of any individual who upon termination of the Executive’s employment with the Company or within twelve (12) months prior thereto, was known by Executive to be employed by the Company (each such individual, a “Company Affiliate”), (ii) hire any Company Affiliate or (iii) solicit any customer or supplier of the Company to terminate its arrangement with the Company, otherwise change its relationship with the Company, or establish any relationship, directly or indirectly, with the Executive for any business purpose that is Competitive with the Company.

9. Representations and Warranties.

(a) The Company represents and warrants to the Executive that the execution, delivery, and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and do not and will not conflict with or result in a violation of any provision of, or constitute a default under, any material contract, agreement, instrument, or obligation to which the Company is a party or by which it is bound.

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(b) The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not and will not conflict with or result in a violation of any provision of, or constitute a default under, any material contract, agreement, instrument or obligation to which the Executive is a party or by which the Executive is bound.

10. Injunctive Relief. It is specifically understood and agreed that any breach of the provisions of Section 7 or Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Executive and to obtain both temporary and permanent injunctive relief without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive or preclude the Company from any other remedy.

11. Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Illinois. Each of parties hereto consents to the exclusive personal jurisdiction of the state or federal courts located in the State of Illinois over any action arising out of or relating to this Agreement and waives any objection such party may now or hereafter have to venue or to convenience of forum.

12. Notices. All notices, requests and demands to or upon the parties hereto to be effective shall be in writing, by facsimile, by overnight courier or by registered or certified mail, postage prepaid and return receipt requested, and shall be deemed to have been duly given or made upon: (a) delivery by hand, (b) one business day after being sent by nationally recognized overnight courier; or (c) in the case of transmission by facsimile, when confirmation of receipt is obtained. Such communications shall be addressed and directed to the parties as follows (or to such other address as either party shall designate by giving like notice of such change to the other party):

(i)	if to the Company:
	Morton Industrial Group, Inc.
	1021 W. Birchwood
	Morton, Illinois 61550
	Attention:	William D. Morton
	Fax:	(309) 263-1866

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	with a copy (which shall not constitute notice to the Company) to:
	Brazos Private Equity Partners, LLC
	100 Crescent Court, Suite 1777
	Dallas, Texas 75201
	Attention:	Patrick K. McGee
		Michael D. Salim
	Fax:	(214) 756-6505
	and:
	Weil, Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attention:	Jeffrey B. Hitt, Esq.
	Fax:	(214) 746-7777
(ii)	if to the Executive:
	Daryl R. Lindemann
	52 Maple Ridge Drive
	Morton, Illinois 61550
	with a copy (which shall not constitute notice to the Executive) to:
	Kennedy Covington Lobdell & Hickman LLP
	Hearst Tower, 47th Floor
	214 N. Tryon Street
	Charlotte, North Carolina 28202
	Attention:	Sean M. Jones
	Fax:	(704) 353-3106

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

13. Binding Effect; No Third Party Benefit.

(a)	This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and shall be enforceable by the Executive and the Executive’s legal representatives.
(b)	This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

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(c)

The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the business and/or assets of the Company, by agreement in writing, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinabove defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers this Agreement provided for in this Section 13(c) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(d)

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

14.

Welfare Benefit Continuation Upon Termination Following Employment Term. Following termination of the Employment Term, provided that such termination of the Employment Term occurs on the third anniversary of the Effective Date and is not due to the earlier termination of the Employment Term pursuant to Section 5 (a “Natural Expiration of Employment Term”), in the event that the Executive terminates his employment with the Company for any reason following such date, then the Executive shall be entitled to the provision of the Welfare Benefit Continuation. It is expressly understood and agreed (i) that the Executive shall be entitled to no other payments or benefits, whether pursuant to this Agreement or otherwise, with respect to a termination of the Executive’s employment following a Natural Expiration of Employment Term, expect as set forth in this Section 14 and (ii) that the provisions of this Section 14 shall be of no further force and effect at such time as the Executive and the Company enter into a new agreement pertaining to the Executive’s employment with the Company.

15.

Miscellaneous.

(a)	Amendment. This Agreement may not be modified or amended in any respect except by an instrument in writing signed by each of an authorized officer of the Company and the Executive.
(b)	Waiver. Any term or condition of this Agreement may be waived at any time by the party hereto which is entitled to have the benefit thereof, but such waiver shall only be effective if evidenced by a writing signed by such party, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion. No failure or delay by a party hereto in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or power.
(c)	Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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(d)	Attorneys’ Fees. The Executive and the Company agree that in any court, arbitration or other dispute resolution proceedings arising out of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs incurred by it or him in connection with resolution of the dispute in question in addition to any other relief granted thereby.
(e)	Severability. The parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses of this Agreement. If any one or more provisions of this Agreement is held to be invalid or unenforceable for any reason, including due to being overbroad in scope, activity, subject or otherwise: (i) this Agreement shall be considered divisible; (ii) such provision shall be deemed inoperative to the extent it is deemed invalid or unenforceable; and (iii) in all other respects this Agreement shall remain full force and effect; provided, however, that if any such provision may be made valid or enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be valid and/or enforceable to the maximum extent permitted by applicable law.
(f)	Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the Executive’s employment with the Company and from and after the Effective Date, this Agreement shall supersede any other prior negotiations, discussions, writings, agreements or understandings, both written and oral, between the parties with respect to such subject matter.
(g)	Prior Employment Arrangements. The Executive agrees, by his execution and delivery of this Agreement, that, as of the Effective Time, all prior employment or severance arrangements between the Company and any of its affiliates, on the one hand, and the Executive, on the other hand, are hereby terminated and of no further force and effect, including, without limitation, that certain Employment Agreement, dated as of January 20, 1998, by and between the Company and the Executive.
(h)	Captions. The captions herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.
(i)	Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted and operated in compliance with this intent. In the event any payment or benefit provided in this Agreement would violate Section 409A of the Code, the Executive and the Company agree that this Agreement will be amended to comply with Section 409A of the Code in such a way that the total payments and benefits provided hereunder in the aggregate are not reduced.
(j)	Parachute Payment. Notwithstanding anything herein to the contrary, if any of the payments or benefits received or to be received by the Executive in

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connection with the Transactions or the Executive’s termination of employment, whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement (such payments or benefits being hereinafter referred to as the “Total Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the payments and benefits under this Agreement hereof shall be reduced (by the minimal amount necessary and at the discretion of the Company) so that no portion of the Total Payments is subject to the Excise Tax. Determination of whether any of the Total Payments will be subject to the Excise Tax and the amount of reduction, if any, shall be determined by tax counsel selected by the Company.

(k)

References. All references in this Agreement to Sections, subsections and other subdivisions refer to the Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include,” “includes,” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation.” Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Executive has executed this Agreement, as of the date first above set forth.

EXECUTIVE	MORTON INDUSTRIAL GROUP, INC.
	By:		/s/ William D. Morton
	Name:	William D. Morton
/s/ Daryl R. Lindemann Daryl R. Lindemann	Title:	Chairman and CEO

SIGNATURE PAGE TO
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

Schedule 1

Annual Bonus

No Annual Bonus shall be payable if Actual EBITDA for a fiscal year is less than 95% of the EBITDA Target for such year. An Annual Bonus equal to 22.5% of the Base Salary shall be payable if Actual EBITDA for a fiscal year is at least 95% of the EBITDA Target for such year. If Actual EBITDA is between 95% and 100% of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of the Base Salary between 22.5% and 45%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. If Actual EBITDA is between 100% and 110% (or greater) of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of Base Salary between 45% and 60%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. The following chart illustrates potential Annual Bonus payments:

Percentage That Actual EBITDA
For a Fiscal Year Represents of the
EBITDA Target For Such Fiscal	Percentage of Base Salary Payable as
Year	Annual Bonus
95%	22.5%
96%	27%
97%	31.5%
98%	36%
99%	40.5%
100%	45%
105%	56.25%
110% (or greater)	67.5%

Exhibit A

Morton Industrial Group, Inc.

Management Case
US$ Thousands

	Fiscal Year
	2002A			20O3A			2004A			2005A			2006B			2007P			2008P			2009P
Net Revenue	$	116,567		$	131,431		$	171,243		$	168,504		$	197,258		$	211,632		$	223,877		$	239,090
Adjusted EBITDA(1)(2)(3)	$	8,147		$	8,778		$	13,726		$	16,948		$	22,060		$	25,480		$	27,876		$	31,297
% of Net Revenue		7.0	%		6.7	%		8.0	%		10.1	%		11.2	%		12.0	%		12.5	%		13.1	%

(1)	2006 through 2009 adjusted for management fees only.
(2)	Assumes no acquisition of leased equipment; EBITDA targets will be adjusted to the extent the leased asset buy-back program is implemented.
(3)	Assumes tooling repair and maintenance expense continues to be capitalized consistently with the Company’s current practices.

EX-99.(D)(19)

Exhibit No. (d)(19)

[EXECUTION COPY]

EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

          This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 22, 2006, is entered into by and between Morton Industrial Group, Inc., a Georgia corporation (the “Company”), and Brian R. Doolittle (the “Executive”).

WITNESSETH:

     WHEREAS, effective as of even date herewith, MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Sub will merge with and into the Company and Parent shall acquire all of the outstanding capital stock of the Company, as the surviving corporation in such merger (the “Merger”);

     WHEREAS, effective as of even date herewith, the Executive and Parent have entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which, immediately prior to the Merger, the Executive shall contribute a portion of his shares in the Company to Parent in exchange for common stock of Parent (the “Contribution” and collectively with the Merger, the “Transactions”);

     WHEREAS, as a result of the Merger and the Contribution, the Executive shall become a stockholder of Parent, which shall be the sole owner of all of the issued and outstanding stock of the Company; and

     WHEREAS, in connection with the Transactions, the Company desires to employ the Executive in an executive capacity, and the Executive desires to be employed by the Company in such capacity.

AGREEMENT:

          NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1.	Employment. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the period set forth in Section 2, in the position and with the duties and responsibilities set forth in Section 3, and upon the other terms and conditions provided herein.
2.	Employment Term. The term of employment (the “Employment Term”) under this Agreement shall commence on the closing date of the transactions contemplated by the Merger Agreement (such date, the “Effective Date”) and shall conclude on the third

	anniversary of the Effective Date, unless earlier terminated pursuant to the provisions of Section 5 hereof. Notwithstanding anything herein to the contrary, this Agreement shall be of no force or effect until the Effective Date and shall automatically terminate upon termination of the Merger Agreement prior to the Effective Date.
3.	Position and Duties.

(a)

During the Employment Term, the Executive’s position shall be Vice President-Sales and Engineering (or such other position as assigned by the Board of Directors of the Company (the “Board’), after consultation with the Chief Executive Officer of the Company). The Executive’s responsibilities shall be carried out with the advice and counsel of the Board and the Chief Executive Officer of the Company.

(b)

During the Employment Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall utilize the Executive’s best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive, except for usual, ordinary, and customary periods of vacation and absence due to illness; provided, however, that the Executive may serve on non-profit industry-related, civic or charitable boards or committees (or any other corporate boards or committees to which the Board consents in writing) or manage personal investments, so long as such activities do not materially interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement.

4. Compensation and Related Matters.

(a)

Base Salary. During the Employment Term, the Executive shall receive an annual base salary of $170,000 (the “Base Salary”). The Base Salary shall be payable in installments in accordance with the Company’s general payroll practices for executives in effect at the time such payment is made, and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions. During the Employment Term, the Executive’s Base Salary shall be subject to such increases (but not decreases) as may be determined from time to time by the Board in its sole discretion. Any increased Base Salary shall become the new “Base Salary” for purposes of this Agreement. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs, or arrangements of the Company in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive’s Base Salary hereunder.

(b)

Annual Bonus. During the Employment Term, the Company from time to time in accordance with its standard payroll practices shall pay the Executive an annual bonus (the “Annual Bonus”) based upon the Company’s attainment of certain

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	targets with respect to the EBITDA of the Company for any fiscal year of the Company ending during the Employment Term. The Annual Bonus shall reflect a target of forty-five percent (45%) of the Executive’s Base Salary. The Annual Bonus shall be calculated and payable in accordance with and based on the Actual EBITDA of the Company by reference to the EBITDA Target for any fiscal year. The Annual Bonus shall be calculated and payable as described in Schedule 1 hereto.
	For purposes of this Agreement, “EBITDA” shall mean the earnings of the Company and its subsidiaries before interest, taxes, depreciation, amortization and non-recurring expenses, derived from financial statements of the Company prepared in accordance with generally accepted accounting principles and to the extent consistent therewith, consistent with the Company’s past practices. For purposes of this Agreement, “Actual EBITDA” shall mean, for any fiscal year of the Company, the EBITDA of the Company and its subsidiaries for such fiscal year as derived from the Company’s financial statements for such fiscal year; provided, however, that all amounts (i) paid to Brazos Equity Advisors II, L.P. (or an affiliate thereof) pursuant to the terms of the Monitoring and Oversight Agreement to be entered into by and among Parent, the Company and Brazos Equity Advisors II, L.P. (or an affiliate thereof) and (ii) paid to Mark W. Mealy as a director fee, shall be added back to Actual EBITDA. For purposes of this Agreement, the “EBITDA Target” shall mean, (i) for the fiscal year 2006, $22,000,000, and (ii) for any fiscal year of the Company thereafter, such EBITDA target as is determined by the Board after consultation with the Company’s management and based on the Company’s historical performance and projected growth based on the projections prepared by the Company and attached hereto as Exhibit A.
(c)	Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 300,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”), of which (i) all 300,000 options shall be subject to time-based vesting at a rate of 20% per year, and (ii) 100,000 options, in addition to the time-based vesting set forth above, shall vest only in the event that the Actual EBITDA of the Company for fiscal year 2006 exceeds $22,000,000.

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(d) Employee Benefits.

(i)

Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements applicable generally to other senior executives at the Company, including, without limitation, the Company’s Variable Incentive Plan.

(ii)

Welfare Benefit Plans. During the Employment Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in and shall receive all benefits under all welfare benefits plans, programs and arrangements provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements) to the extent applicable generally to other senior executives at the Company.

(e)	Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time.
(f)	Additional Perquisites. During the Employment Term, the Company shall, to the extent reasonable and customary and consistent with the Company’s past practice, reimburse the executive for (i) an annual physical inspection by a physician reasonably acceptable to the Company, (ii) a life insurance policy for the Executive with a coverage amount of at least $300,000 and (iii) airline club cards.
(g)	Vacation. During the Employment Term, the Executive shall be entitled to four (4) weeks paid vacation per calendar year, which shall be taken at such times as are consistent with Executive’s responsibilities hereunder.
(h)	Compensation for Partial Periods. Except as otherwise noted herein, any payments payable to the Executive pursuant to this Agreement shall be pro-rated for any partial period of service applicable to such payment.

5. Termination of Employment.

(a)	Death. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Term.
(b)	Disability. In the event of any physical or mental disability of the Executive rendering the Executive unable to perform his duties hereunder for a period of at least one hundred twenty (120) days out of any twelve (12) month period (“Permanent Disability”), this Agreement shall terminate automatically.

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(c)	Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time during the Employment Term for Cause (as defined below).
	For purposes of this Agreement, “Cause” shall mean any of the following:

(i)	the conviction or the indictment of the Executive of, or the plea by the Executive of nolo contendere to, any felony or any crime involving moral turpitude or misrepresentation;
(ii)	gross neglect by the Executive of, or gross or willful misconduct by the Executive in connection with the performance of, the Executive’s material duties hereunder that is not cured within thirty (30) days after a written notice of such gross neglect, or gross or willful misconduct, specifically identifying the gross neglect or misconduct, is delivered by the Board to the Executive;
(iii)	the commitment by the Executive of any act of fraud, embezzlement or misappropriation of funds against the Company;
(iv)	the Executive shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Board or the Chief Executive Officer (other than as a result of illness or disability) concerning duties or actions consistent with the Executive’s office and such failure or refusal shall have continued for a period of thirty (30) days following written notice from the Board; or
(v)	any material breach by the Executive of this Agreement that is not cured by the Executive within thirty (30) days of written notice of such breach by the Board.

(d)	Termination by the Company without Cause. Upon 30 days prior written notice, the Company may terminate the Executive’s employment hereunder at any time during the Employment Term without Cause.
(e)	Termination by the Executive for Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company for Good Reason (subject to the cure period set forth below). Such notice must provide a detailed explanation of the Good Reason. For this purpose, the term “Good Reason” shall mean any of the following:

(i)	a material breach of this Agreement by the Company;
(ii)	a material reduction in the Executive’s total compensation and benefits package other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder;

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(iii)	a material diminution of the Executive’s responsibilities other than under circumstances that would give rise to a right of the Company to terminate the Executive for Cause hereunder; or
(iv)	a relocation of the Executive’s principal place of business to a location more than twenty-five miles from the Company’s current office, located at 1021 W. Birchwood, Morton, Illinois.

	Notwithstanding the foregoing, in the event the Executive provides notice of his intention to terminate for Good Reason as outlined in the preceding sentence, the Company shall have the opportunity to cure such Good Reason within thirty (30) days of receiving such notice.
(f)	Termination by the Executive Voluntarily. Upon thirty (30) days prior written notice, the Executive may terminate the Executive’s employment hereunder at any time during the Employment Term for any reason other than Good Reason, or for no reason.

6. Obligations of the Company Upon Termination.

(a)

Termination by the Company Without Cause or by the Executive for Good Reason. If, during the Employment Term, the Company shall terminate the Executive’s employment hereunder without Cause, or the Executive shall terminate the Executive’s employment for Good Reason, the Executive shall be entitled to receive: (i) the payment of (A) all Accrued Obligations, plus (B) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus, plus (C) provided the Executive is not in violation of Section 7 or Section 8 hereof, severance pay equal to one-twelfth (1/12) of the Executive’s annual Base Salary as of the date the Executive’s employment is terminated for each of the first eighteen (18) months from and following the date the Executive’s employment is terminated (the “Continuation Period”), payable in accordance with the Company’s regular pay schedule and policies and (ii) the provision of the Welfare Benefit Continuation.

For purposes of this Agreement, “Accrued Obligations” shall mean (1) all Base Salary earned by the Executive but unpaid as of the date the Executive’s employment is terminated, (2) reimbursement for any and all monies advanced by the Executive in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive through the date the Executive’s employment is terminated and (3) all other payments and benefits to which the Executive may be entitled through the date of termination under the terms of any applicable compensation arrangement or benefit plan or program of the Company. For purposes of this Agreement, “Pro Rata Bonus” shall mean, as to any fiscal year of the Company in which the Executive’s employment with the Company is terminated, an amount equal to (i) the number of days which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by (ii) the Executive’s Annual Bonus which, but for the Executive’s termination of

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	employment, would have been earned by the Executive during such year. For purposes of this Agreement, “Welfare Benefit Continuation” shall mean provision of welfare benefits such that the Executive and the Executive’s spouse shall continue to be covered by the same or equivalent medical coverage as in effect for the Executive and the Executive’s spouse immediately prior to the date the Executive’s employment is terminated until the earlier of (x) the date that each of the Executive and the Executive’s spouse reach 65 years of age (it being understood that coverage shall terminate as to each of the Executive and the Executive’s spouse individually at such time as each of them individually reach 65 years of age) and (y) the date the Executive or the Executive’s spouse has commenced new employment and has thereby become eligible for other benefits coverage, subject to the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (COBRA); provided, however, that in the event that the Executive obtains a divorce from the Executive’s spouse as of the date of this Agreement, then in such event (i) such spouse shall no longer be entitled to the provision of the Welfare Benefit Continuation and (ii) in the event the Executive remarries following such divorce, the Executive’s spouse as a result of such remarriage shall not be entitled to the provision of the Welfare Benefit Continuation.
(b)	Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further obligations to the Executive’s heirs, executors, administrators or other legal representatives under this Agreement, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(c)	Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of all Accrued Obligations, to the extent theretofore unpaid, plus (ii) provided the Executive is not in violation of Section 7 or Section 8 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, payment of the Pro Rata Bonus, plus (iii) the provision of the Welfare Benefit Continuation.
(d)	Termination by the Company for Cause. If the Executive’s employment is terminated for Cause during the Employment Term, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.
(e)	Termination by the Executive. If the Executive voluntarily terminates the Executive’s employment during the Employment Term, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than the obligation to pay to the Executive his Accrued Obligations, to the extent theretofore unpaid.

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(f)	Accrued Benefits. Except as otherwise specifically provided herein or under the terms of any applicable policy, plan or program, all Accrued Obligations to which the Executive (or his estate or beneficiary) is entitled shall be payable in cash promptly upon termination of his employment.
(g)	Complete Payment. The payments and other benefits to be made or to be extended to the Executive under the provisions of this Section 6 upon termination of the Executive’s employment shall be in complete satisfaction of any and all payments that would otherwise be due the Executive had he remained employed by the Company during the remainder of the Employment Term and the Company shall have no further obligation to make any payment or extend any benefit to the Executive pursuant to this Agreement or otherwise upon or after such termination. Except as specifically provided in this Section 6, the Executive shall not be entitled to any compensation, severance or other benefits from the Company or any of its subsidiaries or affiliates upon the termination of this Agreement for any reason whatsoever. The Executive shall not be entitled to any severance or other payments upon termination of employment except pursuant to this Agreement.
(h)	Survival of Certain Provisions. Provisions of this Agreement shall survive any termination of employment if so provided herein or if necessary or desirable fully to accomplish the purposes of such provision, including, without limitation, the obligations of the Executive under Section 7 and Section 8 hereof. The obligation of the Company to make payments to or on behalf of the Executive under this Section 6 is expressly conditioned upon the Executive’s continued full performance of obligations under Section 7 and Section 8 hereof. The Executive recognizes that, except as expressly provided in this Section 6, no compensation is earned after termination of employment.

7. Proprietary Information; Inventions in the Field.

(a) Proprietary Information. In the course of service to the Company, the Executive has had and will continue to have access to confidential information regarding the organization, business and finances of the Company and its affiliated companies, including products, services, designs, methods, techniques, systems, specifications, know-how, strategic or technical data, marketing research data, product research and development data, sales techniques, confidential customer lists and information, sources of supply and trade secrets, all of which are confidential and may be proprietary and are owned or used by the Company or any of its affiliates. Such information shall hereinafter be called “Proprietary Information” and shall include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its affiliated companies as to which the Executive may have or have had access, whether conceived or developed by others or by the Executive alone or with others during the period of service to the Company (including the Executive’s service with the Company prior to the Effective Date). Proprietary Information shall not include any records, data or information which are (i) in the public domain during or after the Employment Term provided the same are not in the public domain as a consequence of disclosure directly or indirectly by the

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	Executive in violation of this Agreement, (ii) independently developed or acquired by the Executive after the Employment Term without violating any of his obligations hereunder, (iii) required to be disclosed by law, or (iv) reasonably required to be disclosed in defending any suit, proceeding or investigation to which the Executive is a party.
(b)	Non-Use and Non-Disclosure. The Executive shall not during the Employment Term and for a period of three (3) years thereafter: (i) disclose, directly or indirectly, any Proprietary Information to any person, other than the Company or executives thereof or any person who, in the reasonable judgment of the Executive, needs to know such Proprietary Information or such other persons to whom the Executive has been specifically instructed to make disclosure by the Board and in all such cases only to the extent required in the course of the Executive’s service to the Company; or (ii) use any Proprietary Information, directly or indirectly, for the Executive’s own benefit or for the benefit of any person or entity other than the Company.
(c)	Assignment of Inventions. The Executive agrees to assign and transfer to the Company or its designee, without any separate remuneration or compensation, his entire right, title and interest in and to all Inventions in the Field (as defined below), together with all United States and foreign rights with respect thereto, and, at the Company’s expense, to execute and deliver all appropriate patent and copyright applications for securing United States and foreign patents and copyrights on Inventions in the Field and to perform all lawful acts, including giving testimony, and to execute and deliver all such instruments that may be necessary or proper to vest all such Inventions in the Field and patents and copyrights with respect thereto in the Company, and to assist the Company in the prosecution or defense of any interference which may be declared involving any of said patent applications, patents, copyright applications or copyrights. For the purposes of this Agreement, the words “Inventions in the Field” shall include any discovery, process, design, development, improvement, application, technique or invention, whether patentable or copyrightable or not and whether reduced to practice or not, conceived, created, discovered, invented or made by the Executive, individually or jointly with others, while in the employ of the Company or any of its affiliated companies, and which is related to the business of the Company or any of its affiliated companies, or which resulted or results from the use of any Proprietary Information of the Company.

8. Restrictions on Activities of the Executive.

(a) Acknowledgments. The Executive and the Company acknowledge and agree that the Executive is being employed hereunder in a key capacity with the Company and that the Company is engaged in a highly competitive business and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive and the Company further acknowledge and agree that reasonable limits may be placed on the Executive’s ability to compete against the Company and its affiliated companies engaged in the Business (as defined below) to the extent that they protect and

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	preserve the legitimate business interests and goodwill of the Company and/or its affiliated companies engaged in the Business, and that the limits contained herein are in consideration for and as an inducement for, among other things, the consummation of the Merger, the Executive’s ability to receive common stock of Parent pursuant to the Contribution, and the Option Grant.
(b)	Non-Competition Restrictions. During the Non-Competition Period (as defined below), the Executive will not, anywhere in the Territory (as defined below), directly or indirectly, alone or as principal, agent, employee, officer, director, trustee, employer, consultant, investor or partner, enter the employ of, or render services to, or own any stock or any other ownership interest in, or make any financial investment in, any person, business or entity which is Competitive with the Company (as defined below); provided, however, that the ownership of not more than five percent (5%) of the outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation of this Section 8(b). For purposes of this Agreement, a business or entity shall be considered “Competitive with the Company” as of any point in time during the Non-Competition Period if it engages in the manufacture and supply of fabricated metal components and subassemblies or any other business conducted or engaged in, or which the Company is considering whether to engage in, as of the date of termination of the Executive’s employment with the Company (the “Business”). For purposes of this Agreement, the “Non-Competition Period” shall mean the period commencing on the Effective Date and ending three (3) years after the date the Executive’s employment is terminated, whether such termination is pursuant to this Agreement or otherwise. For purposes of this Agreement, “Territory” means anywhere in North America and Europe or any other location where the Company maintains employees, engages in sales transactions, or otherwise conducts business as of the date the Executive’s employment with the Company is terminated.
(c)	Non-Solicitation Restrictions. During the Non-Competition Period, the Executive will not, directly or indirectly, (i) solicit the employment or services of any individual who upon termination of the Executive’s employment with the Company or within twelve (12) months prior thereto, was known by Executive to be employed by the Company (each such individual, a “Company Affiliate”), (ii) hire any Company Affiliate or (iii) solicit any customer or supplier of the Company to terminate its arrangement with the Company, otherwise change its relationship with the Company, or establish any relationship, directly or indirectly, with the Executive for any business purpose that is Competitive with the Company.

9. Representations and Warranties.

(a) The Company represents and warrants to the Executive that the execution, delivery, and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and do not and will not conflict with or result in a violation of any provision of, or

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	constitute a default under, any material contract, agreement, instrument, or obligation to which the Company is a party or by which it is bound.
(b)	The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not and will not conflict with or result in a violation of any provision of, or constitute a default under, any material contract, agreement, instrument or obligation to which the Executive is a party or by which the Executive is bound.

10. Injunctive Relief. It is specifically understood and agreed that any breach of the provisions of Section 7 or Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Executive and to obtain both temporary and permanent injunctive relief without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive or preclude the Company from any other remedy.

11. Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Illinois. Each of parties hereto consents to the exclusive personal jurisdiction of the state or federal courts located in the State of Illinois over any action arising out of or relating to this Agreement and waives any objection such party may now or hereafter have to venue or to convenience of forum.

12. Notices. All notices, requests and demands to or upon the parties hereto to be effective shall be in writing, by facsimile, by overnight courier or by registered or certified mail, postage prepaid and return receipt requested, and shall be deemed to have been duly given or made upon: (a) delivery by hand, (b) one business day after being sent by nationally recognized overnight courier; or (c) in the case of transmission by facsimile, when confirmation of receipt is obtained. Such communications shall be addressed and directed to the parties as follows (or to such other address as either party shall designate by giving like notice of such change to the other party):

(i)	if to the Company:
	Morton Industrial Group, Inc.
	1021 W. Birchwood
	Morton, Illinois 61550
	Attention:	William D. Morton
	Fax:	(309) 263-1866

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	with a copy (which shall not constitute notice to the Company) to:
	Brazos Private Equity Partners, LLC
	100 Crescent Court, Suite 1777
	Dallas, Texas 75201
	Attention:	Patrick K. McGee
		Michael D. Salim
	Fax:	(214) 756-6505
	and:
	Weil, Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attention:	Jeffrey B. Hitt, Esq.
	Fax:	(214) 746-7777
(ii)	if to the Executive:
	Brian R. Doolittle
	86 Maple Ridge Drive
	Morton, Illinois 61550
	with a copy (which shall not constitute notice to the Executive) to:
	Kennedy Covington Lobdell & Hickman LLP
	Hearst Tower, 47th Floor
	214 N. Tryon Street
	Charlotte, North Carolina 28202
	Attention:	Sean M. Jones
	Fax:	(704) 353-3106

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above.

13. Binding Effect; No Third Party Benefit.

(a)	This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and shall be enforceable by the Executive and the Executive’s legal representatives.
(b)	This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

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(c)

The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the business and/or assets of the Company, by agreement in writing, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinabove defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers this Agreement provided for in this Section 13(c) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(d)

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

14.

Welfare Benefit Continuation Upon Termination Following Employment Term. Following termination of the Employment Term, provided that such termination of the Employment Term occurs on the third anniversary of the Effective Date and is not due to the earlier termination of the Employment Term pursuant to Section 5 (a “Natural Expiration of Employment Term”), in the event that the Executive terminates his employment with the Company for any reason following such date, then the Executive shall be entitled to the provision of the Welfare Benefit Continuation. It is expressly understood and agreed (i) that the Executive shall be entitled to no other payments or benefits, whether pursuant to this Agreement or otherwise, with respect to a termination of the Executive’s employment following a Natural Expiration of Employment Term, expect as set forth in this Section 14 and (ii) that the provisions of this Section 14 shall be of no further force and effect at such time as the Executive and the Company enter into a new agreement pertaining to the Executive’s employment with the Company.

15.

Miscellaneous.

(a)	Amendment. This Agreement may not be modified or amended in any respect except by an instrument in writing signed by each of an authorized officer of the Company and the Executive.
(b)	Waiver. Any term or condition of this Agreement may be waived at any time by the party hereto which is entitled to have the benefit thereof, but such waiver shall only be effective if evidenced by a writing signed by such party, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other type of breach on a future occasion. No failure or delay by a party hereto in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or power.
(c)	Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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(d)	Attorneys’ Fees. The Executive and the Company agree that in any court, arbitration or other dispute resolution proceedings arising out of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs incurred by it or him in connection with resolution of the dispute in question in addition to any other relief granted thereby.
(e)	Severability. The parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses of this Agreement. If any one or more provisions of this Agreement is held to be invalid or unenforceable for any reason, including due to being overbroad in scope, activity, subject or otherwise: (i) this Agreement shall be considered divisible; (ii) such provision shall be deemed inoperative to the extent it is deemed invalid or unenforceable; and (iii) in all other respects this Agreement shall remain full force and effect; provided, however, that if any such provision may be made valid or enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be valid and/or enforceable to the maximum extent permitted by applicable law.
(f)	Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the Executive’s employment with the Company and from and after the Effective Date, this Agreement shall supersede any other prior negotiations, discussions, writings, agreements or understandings, both written and oral, between the parties with respect to such subject matter.
(g)	Prior Employment Arrangements. The Executive agrees, by his execution and delivery of this Agreement, that, as of the Effective Time, all prior employment or severance arrangements between the Company and any of its affiliates, on the one hand, and the Executive, on the other hand, are hereby terminated and of no further force and effect, including, without limitation, that certain Employment Agreement, dated as of January 20, 1998, by and between the Company and the Executive.
(h)	Captions. The captions herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.
(i)	Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted and operated in compliance with this intent. In the event any payment or benefit provided in this Agreement would violate Section 409A of the Code, the Executive and the Company agree that this Agreement will be amended to comply with Section 409A of the Code in such a way that the total payments and benefits provided hereunder in the aggregate are not reduced.
(j)	Parachute Payment. Notwithstanding anything herein to the contrary, if any of the payments or benefits received or to be received by the Executive in

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connection with the Transactions or the Executive’s termination of employment, whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement (such payments or benefits being hereinafter referred to as the “Total Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the payments and benefits under this Agreement hereof shall be reduced (by the minimal amount necessary and at the discretion of the Company) so that no portion of the Total Payments is subject to the Excise Tax. Determination of whether any of the Total Payments will be subject to the Excise Tax and the amount of reduction, if any, shall be determined by tax counsel selected by the Company.

(k)

References. All references in this Agreement to Sections, subsections and other subdivisions refer to the Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include,” “includes,” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation.” Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Executive has executed this Agreement, as of the date first above set forth.

EXECUTIVE	MORTON INDUSTRIAL GROUP, INC.
	By:		/s/ William D. Morton
	Name:	William D. Morton
/s/ Brian R. Doolittle Brian R. Doolittle	Title:	Chairman and CEO

SIGNATURE PAGE TO
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT

Schedule 1

Annual Bonus

No Annual Bonus shall be payable if Actual EBITDA for a fiscal year is less than 95% of the EBITDA Target for such year. An Annual Bonus equal to 22.5% of the Base Salary shall be payable if Actual EBITDA for a fiscal year is at least 95% of the EBITDA Target for such year. If Actual EBITDA is between 95% and 100% of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of the Base Salary between 22.5% and 45%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. If Actual EBITDA is between 100% and 110% (or greater) of the EBITDA Target for a fiscal year, then the amount of the Annual Bonus shall be a percentage of Base Salary between 45% and 60%, determined by means of linear interpolation, with any percentage of Actual EBITDA to the EBITDA Target that is not a whole percentage rounded to the nearest hundredth. The following chart illustrates potential Annual Bonus payments:

Percentage That Actual EBITDA
For a Fiscal Year Represents of the
EBITDA Target For Such Fiscal	Percentage of Base Salary Payable as
Year	Annual Bonus
95%	22.5%
96%	27%
97%	31.5%
98%	36%
99%	40.5%
100%	45%
105%	56.25%
110% (or greater)	67.5%

Exhibit A

Morton Industrial Group, Inc.

Management Case
US$ Thousands

	Fiscal Year
	2002A			2003A			2004A			2005A			2006B			2007P			2008P			2009P
Net Revenue	$	116,567		$	131,431		$	171,243		$	168,504		$	197,258		$	211,632		$	223,877		$	239,090
Adjusted EBITDA(1)(2)(3)	$	8,147		$	8,778		$	13,726		$	16,948		$	22,060		$	25,480		$	27,876		$	31,297
% of Net Revenue		7.0	%		6.7	%		8.0	%		10.1	%		11.2	%		12.0	%		12.5	%		13,1	%

(1)	2006 through 2009 adjusted for management fees only.
(2)	Assumes no acquisition of leased equipment; EBITDA targets will be adjusted to the extent the leased asset buy-back program is implemented.
(3)	Assumes tooling repair and maintenance expense continues to be capitalized consistently with the Company’s current practices.