8-K/A

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2006

MORTON INDUSTRIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-13198	38-0811650
(State of other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

1021 West Birchwood, Morton, Illinois 61550
(Address of principal executive offices) (Zip Code)

(309-266-7176)
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Contribution Agreement

Voting and Support Agreement

Voting and Support Agreement

Voting and Support Agreement

Voting and Support Agreement

Waiver of Voting Agreement

Item 8.01 Other Events

In a press release dated March 23, 2006, and in a Form 8-K filed with the Securities and Exchange Commission on March 23, 2006, Morton Industrial Group, Inc. (the Company) announced its entry into an Agreement and Plan of Merger (“the Merger Agreement”) with MMC Precision Holdings Corp. (“Holdings”) and MMC Precision Merger Corp. On March 22, 2006, Holdings also entered into a Contribution Agreement with William D. Morton, Chairman, President and Chief Executive Officer of the Company; Eastover Group, LLC, an affiliate of Mark W. Mealy, a director of the Company; and Daryl R. Lindemann, Brian L. Geiger and Brian R. Doolittle, officers of the Company or its subsidiaries under which, in connection with the Merger (as defined in the Merger Agreement), they will contribute a portion of their shares of common stock of the Company to Holdings in exchange for Holdings common stock.

In addition, on the same date, Holdings entered into Voting and Support Agreements with each of Mr. Morton, Mr. Mealy, Mr. Lindemann and Rodney B. Harrison, an officer of the Company, and three officers of the Company’s subsidiaries. Under these agreements, the named individuals who are parties agreed to vote their shares of the common stock of the Company in favor of the Merger and against any Company Takeover Proposal (as defined in the Merger Agreement) and entered into certain other agreements with Holdings.

On March 22, 2006, Mr. Morton executed a Waiver of Voting Agreement, waiving, among other things, his right under a Voting Agreement dated January 20, 1998, to vote certain shares of common stock at a shareholders’ meeting to be called to act upon the Merger.

Copies of the Contribution Agreement, Voting and Support Agreements and Waiver of Voting Agreement are attached as Exhibits.

The Company directors, officers and employees may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the merger. Information about the directors, officers and employees of the Company and their ownership of Company stock will be set forth in the Company’s proxy statement to be filed with respect to the special meeting of shareholders to be held to vote on the merger agreement.

This communication may be deemed to be solicitation material with respect to the proposed merger. In connection with the proposed merger, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement for the special meeting of shareholders. Shareholders are urged to read all relevant documents filed with the SEC, including the merger agreement attached as Exhibit 99.1 on Form 8-K filed with SEC on March 23, 2006, and the proxy statement when it is available, because they will contain important information about the proposed merger transaction. Investors will be able to obtain these filed documents free of charge at the SEC’s web site, http://www.sec.gov, and Company shareholders will receive information at an appropriate time on how to obtain other transaction-related documents for free from the Company.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Exhibit
99.1	Contribution Agreement
99.2	Voting and Support Agreement — William D. Morton
99.3	Voting and Support Agreement — Mark W. Mealy
99.4	Voting and Support Agreement — Daryl R. Lindemann
99.5	Voting and Support Agreement — Rodney B. Harrison
99.6	Waiver of Voting Agreement

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MORTON INDUSTRIAL GROUP, INC.
Date: March 29, 2006	By: /s/	Rodney B. Harrison
		Rodney B. Harrison      Vice President of Finance

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Contribution Agreement
99.2	Voting and Support Agreement — William D. Morton
99.3	Voting and Support Agreement — Mark W. Mealy
99.4	Voting and Support Agreement — Daryl R. Lindemann
99.5	Voting and Support Agreement — Rodney B. Harrison
99.6	Waiver of Voting Agreement

EX-99.1

[EXECUTION COPY]

Exhibit 99.1

CONTRIBUTION AGREEMENT

     This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), each individual listed on Schedule I hereto (each, a “Shareholder Party” and collectively, the “Shareholder Parties”), and, solely for the purposes of Section 10 hereof, Brazos Private Equity Partners, LLC (“Brazos”).

RECITALS

     WHEREAS, Parent, MMC Precision Merger Corp., a Georgia corporation and wholly-owned subsidiary of Parent (“Sub”), and Morton Industrial Group, Inc., a Georgia corporation (the “Company”), have entered into that certain Agreement and Plan of Merger, dated 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, the Shareholder Parties own shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”), and shares of Class B common stock, par value $0.01 per share, of the Company (“Class B Common Stock” and together with the Class A Common Stock, “Company Common Stock”); and

     WHEREAS, in connection with consummation of the transactions contemplated by the Merger Agreement, the Shareholder Parties desire to contribute shares of Company Common Stock held by the Shareholder Parties to Parent in exchange for shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”).

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Identification of Contribution Shares. Each Shareholder Party hereby designates that number of shares of Company Common Stock set forth adjacent to such Shareholder Party’s name on Schedule I hereto (the “Contribution Shares”) as shares that they desire to be exchanged for Parent Common Stock in accordance with the terms and conditions set forth in this Agreement.

     2. Contribution. Subject to Section 4, immediately prior to the consummation of the transactions contemplated by the Merger Agreement and without further action by the Shareholder Parties, all of the Shareholder Parties’ right, title and

interest in and to the Contribution Shares will be assigned, transferred and delivered to Parent free and clear of all Liens.

     3. Issuance of Parent Stock. As consideration for the assignment, transfer and delivery of the Contribution Shares pursuant to Section 2, Parent will issue ten (10) shares of Parent Common Stock (with an ascribed purchase price of $1.00 per share) in the name of the respective Shareholder Parties for each Contribution Share contributed to Parent pursuant to Section 2, all as reflected on Schedule I hereto. The Shareholder Parties hereby acknowledge and agree that receipt of the Parent Common Stock issued pursuant to this Section 3 shall constitute complete satisfaction of all obligations or any other sums due to the Shareholder Parties with respect to the Contribution Shares.

     4. Closing. The closing of the contribution and exchange contemplated hereby (the “Closing”) shall take place at the same time and location of the closing of the transactions contemplated by the Merger Agreement (or at such other time and location which Parent may direct); provided, however, that (i) the obligation of the Shareholder Parties to proceed to Closing is expressly conditioned on the truth and accuracy of the Parent’s representations and warranties in Section 8 hereof as of such time and (ii) the obligation of Parent to proceed to Closing is expressly conditioned on the truth and accuracy of each of the Shareholder Parties’ representations and warranties in Section 7 hereof as of such time.

     5. Deposit of Contribution Shares. As promptly as practicable following the execution of this Agreement, the Shareholder Parties will deliver to Parent one or more original stock certificates representing the Contribution Shares along with a stock power, duly endorsed in blank (the “Share Documents”). The Share Documents shall be held by Parent until the Closing; provided, however, that Parent shall promptly return the Share Documents to the Shareholder Parties at their respective addresses set forth on Schedule II hereto upon any termination of this Agreement.

     6. Irrevocable Election. The execution of this Agreement by the Shareholder Parties evidences, subject to Section 11 hereof, the irrevocable election and agreement by the Shareholder Parties to contribute the Contribution Shares in exchange for Parent Common Stock at the Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Shareholder Party agrees that from the date hereof until any termination of this Agreement in accordance with its terms, such Shareholder Party 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 Contribution Shares (or any right, title or interest thereto or therein), (ii) deposit any Contribution 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 Contribution Shares, (iii) take any action that would make any

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representation or warranty of such Shareholder Party set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying such Shareholder Party from performing any of his 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 6. As used herein, the term “Constructive Disposition” means, with respect to any Contribution 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.

     7. Representations and Warranties of the Shareholder Parties. To induce Parent to receive the Contribution Shares and issue the Parent Common Stock as herein provided, the Shareholder Parties make the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing, and shall survive the execution and delivery of this Agreement:

          a. Authority. Each Shareholder Party has all necessary power and authority to execute and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly executed and delivered by each Shareholder Party and, assuming due and valid authorization, execution and delivery hereof by Parent, constitutes a valid and binding obligation of such Shareholder Party, 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 the enforceability of such obligation 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 each Shareholder Party 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 such Shareholder Party of any of his obligations under this Agreement. Except, with respect to the Shareholder Parties party thereto, as may be provided under that certain Shareholders Agreement (the “Company Shareholders Agreement”), dated as of October 20, 1997, amended as of August 11, 1999 and August 27, 2003, by and between William D. Morton and Mark W. Mealy (as successor to TCRI Liquidating, L.L.C. (as successor to Terbem Limited, TCR International Partners, LP, Bobst Investment Corp., and TCRI Offshore Partners, CV (as successor to Tinvest Limited and Mitvest Limited)), Quilvest American Equity, Ltd. (formerly Teribe Limited and also known as Quilvest American Equity, Ltd. Can), and Societe Internationale de Finance), neither the execution and delivery of this Agreement by each Shareholder Party, nor the consummation by such Shareholder Party of the

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transactions contemplated hereby, nor compliance by such Shareholder Party with any of the terms or provisions hereof, will (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to such Shareholder Party 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 such Shareholder Party 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 such Shareholder Party 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 such Shareholder Party of any of his obligations under this Agreement.

          c. Ownership of Shares. Each Shareholder Party has record and beneficial ownership of all of the Contribution Shares set forth opposite such Shareholder Party’s name on Schedule I hereto. Each Shareholder Party owns all of the Contribution Shares set forth opposite such Shareholder Party’s name on Schedule I hereto free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) with respect to each of the Shareholder Parties party thereto individually, as set forth in the Company Shareholders Agreement, (ii) with respect to each of the Shareholder Parties party thereto individually, as set forth in that certain Voting Agreement, dated as of January 20, 1998, by and among such Shareholder Party and the other shareholders of the Company party thereto (each an “Original Voting Agreement”), (iii) with respect to each Shareholder Party individually, as set forth in that certain Voting and Support Agreement, dated as of the date hereof, by and between such Shareholder Party, Parent and Sub (each a “Voting 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). Without limiting the foregoing, except (i) with respect to the Shareholder Parties party thereto, as set forth in the Company Shareholders Agreement, (ii) with respect to each Shareholder Party individually, as set forth in such Shareholder’s Original Voting Agreement and Voting 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, each Shareholder Party has sole voting power and sole power of disposition with respect to all of the Contribution Shares set forth opposite such Shareholder Party’s name on Schedule I hereto, with no restrictions on such Shareholder Party’s rights of voting or disposition pertaining thereto and no person other than such Shareholder Party has any right to direct or approve the voting or disposition of any of such Contribution Shares.

          d. Brokers. Other than Edgeview Partners, LLC and Houlihan, Lokey, Howard & Zukin, who have been engaged by the Company with respect to the

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Merger and the Transactions pursuant to the engagement letters previously provided to Parent, 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 the Shareholder Parties.

          e. Investment Intent and Eligibility.

          (i) The Parent Common Stock to be acquired by each Shareholder Party pursuant to this Agreement is being acquired for his own account, not as a nominee or agent for any other person and without a view to the distribution of such Parent Common Stock or any interest therein in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws.

          (ii) Each Shareholder Party is an “accredited investor” within the meaning of Rule 501(a) under Regulation D, and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his investment in the Parent Common Stock, and each Shareholder Party is capable of bearing the economic risks of such investment and is able to bear the complete loss of his investment in the Parent Common Stock.

          f. Residence. The Shareholder Parties’ principal place of residence or business is in the state so designated adjacent to their respective names on Schedule II hereto.

          g. Receipt of Information. The Shareholder Parties have been afforded the opportunity to ask such questions as they have deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the offering of the Parent Common Stock and the merits and risks of investing in the Parent Common Stock.

     8. Representations and Warranties of the Parent. Parent represents and warrants to the Shareholder Parties as follows:

          a. Authority. Parent has all necessary power and authority to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Parent and, assuming due and valid execution and delivery hereof by each Shareholder Party, constitutes a valid and binding obligation of Parent, except to the extent 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 the enforceability of such obligation is considered in a proceeding in equity or at law).

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          b. No Violation. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Parent of its 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 Parent of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) conflict with, or result in any violation of, the certificate of incorporation, bylaws or other organizational documents of Parent, (y) violate any law, judgment, writ or injunction of any Governmental Entity applicable to Parent or any of its properties or assets, or (z) 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 Parent 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 Parent is a party, or by which any of its 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 Parent of any of its obligations under this Agreement.

          c. Issuance of the Parent Stock. The Parent Common Stock to be issued hereunder will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under the agreements entered into at Closing by the Shareholder Parties).

          d. Capitalization. As of the date hereof, Parent has 1,000 shares of Parent Common Stock issued and outstanding, all of which are owned by Brazos Equity Fund II, L.P. Attached hereto as Exhibit A is the estimated sources and uses for the transactions contemplated by the Merger Agreement. Assuming the sources and uses set forth on Exhibit A hereto, immediately prior to the consummation of the transactions contemplated by the Merger Agreement, the entire authorized and issued capital stock of Parent shall consist solely of those shares of Parent Common Stock listed on Exhibit A attached hereto, it being understood and agreed that in the event that the estimated sources and uses for the Transactions as set forth on Exhibit A hereto differ from the actual sources and uses for the Transactions, Parent shall be entitled to issue a smaller or greater number of shares of Parent Common Stock; provided, that in all events all shares of Parent Common Stock issued as of the Closing Date shall have been acquired by the purchaser thereof for a purchase price equal to the ascribed purchase price per share paid by the Shareholder Parties for the Parent Common Stock acquired by such Shareholder Parties hereunder. Except as set forth on Exhibit A attached hereto, as of the date hereof

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and immediately prior to the consummation of the transactions contemplated by the Merger Agreement, there are and will be no outstanding securities convertible or exchangeable into capital stock or other equity-linked securities (collectively, “Capital Stock”) of the Parent or its subsidiaries, nor any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that could require the Parent or its subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem Capital Stock of the Parent.

          e. Newly Formed Entity. Parent was incorporated in the state of Delaware on March 21, 2006. Parent is a newly formed entity and has no assets or liabilities other than its capital obligations under the Merger Agreement, the Voting Agreements and this Agreement.

     9. Consent to Contribution. Each Shareholder Party party to the Company Shareholders Agreement hereby consents to the contribution of shares of Company Common Stock by the other Shareholder Parties to Parent pursuant to this Agreement and waives any and all rights it may have pursuant to the Company Shareholders Agreement resulting from such contribution.

     10. Parent Stockholders Agreement. Each of Parent, Brazos, and the Shareholder Parties agree that they shall, at the Closing, enter into (or, in the case of Brazos, cause such affiliates of Brazos owning any Parent Common Stock to enter into) a Stockholders Agreement with respect to the Parent Common Stock owned by the Shareholder Parties and Brazos (or such affiliates of Brazos owning any Parent Common Stock), substantially on the terms and conditions set forth on Exhibit B hereto.

     11. Termination. This Agreement shall terminate upon the termination of the Merger Agreement in accordance with its terms. 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 11 and Section 12 shall survive any termination of this Agreement.

     12. Miscellaneous.

          a. Shareholder Parties Acting Individually. In executing this Agreement, each Shareholder Party is acting individually, and not jointly with other similarly situated owners of Company Common Stock.

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          b. Amendments; Entire Agreement. Amendments or modifications to this Agreement may only be made upon the written consent of the Shareholder Parties and Parent. This Agreement constitutes the full and complete agreement of the parties with respect to the subject matter hereof.

          c. Further Assurances. From time to time, as and when requested by the Parent, the Shareholder Parties will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

          d. Transfer Restrictions. The Shareholder Parties acknowledge and agree that:

     (i) the offering and sale of the Parent Common Stock is intended to be exempt from registration under the Securities Act by virtue of the provisions of Rule 506 of Regulation D promulgated under the Securities Act by the Securities and Exchange Commission;

     (ii) none of the Parent Common Stock has been registered under the Securities Act or any securities or “Blue Sky” laws of any state;

     (iii) there is no existing public or other market for the Parent Common Stock and there can be no assurance that a Shareholder Party will be able to sell or dispose of the Parent Common Stock being acquired by such Shareholder Party hereunder;

     (iv) none of the Parent Common Stock may be offered, sold, transferred, pledged, hypothecated, or otherwise assigned unless such shares are registered under the Securities Act or an exemption from such registration is available, in each case in accordance with any applicable securities or “Blue Sky” laws of any state; and

     (v) in addition to any legends required pursuant to any other agreement, the certificate(s) representing the Parent Common Stock and each certificate issued to any subsequent transferee of the Parent Common Stock shall bear legends in substantially the following form (unless transferred in the manner described in the following legend):

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE COMPANY (WHICH, IN THE DISCRETION OF THE

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COMPANY, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.”

“THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY SIGNATORY THERETO, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

          e. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the second next day (not including a Saturday, Sunday or other day on which banking institutions in the City of New York, New York shall be permitted or required by law or executive order to be closed) after deposit if sent by a recognized overnight delivery service or upon transmission if sent by telecopy or facsimile transmission (with request of assurance of receipt in a manner customary for communication of such type) as follows:

If to the Parent:

MMC Precision Holdings Corp.

c/o Brazos Private Equity Partners, LLC

100 Crescent Court, Suite 1777

Dallas, Texas 75201

Attn:  Patrick K. McGee

          Michael D. Salim

Fax:   (214) 756-6505

with a copy to:

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

Attn:   Jeffrey B. Hitt

Fax.:   (214) 746-7777

If to a Shareholder Party:

To each of the addresses set forth on Schedule II hereto.

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          f. Specific Performance. The parties hereto 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. Accordingly, the parties further agree that each party will be entitled to an injunction or restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

          g. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts-of-laws rules thereof.

          h. Assignment. This Agreement shall be binding upon Parent, the Shareholder Parties and each of their respective successors and permitted assigns.

          i. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

          j. Headings. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement.

          k. Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions shall not in any way be affected or impaired thereby.

          l. Waiver of Compliance; Consents. Any failure of Parent or the Shareholder Parties to comply with any obligation, covenant, agreement or condition contained herein (either generally or in a particular instance and either retroactively or prospectively) may be waived in writing by Parent and the Shareholder Parties respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

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

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     IN WITNESS WHEREOF, the parties have executed this Contribution Agreement as of the date first written above.

PARENT

MMC PRECISION HOLDINGS CORP.
 

By:  

Name:  

Title:  

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

SHAREHOLDER PARTIES

William D. Morton

Daryl R. Lindemann

Brian L. Geiger

Brian R. Doolittle

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

EASTOVER GROUP LLC
 

By:  

Name:  

Title:  

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

Solely for the purposes of Section 10:

BRAZOS PRIVATE EQUITY PARTNERS, LLC
 

By:  

Name:  

Title:  

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

EXHIBIT A

Estimated Sources and Uses

EXHIBIT B

Stockholders Agreement Term Sheet

SCHEDULE I

	Contribution Shares				Ascribed		Parent Common Stock to be
	Class A Common		Class B Common		Value Per		issued in Exchange for
Shareholder Party	Stock		Stock		Share		Contribution Shares
William D. Morton		550,000		—	$	1.00		5,500,000
Eastover Group LLC		360,000		—	$	1.00		3,600,000
Daryl R. Lindemann		25,000		—	$	1.00		250,000
Brian L. Geiger		30,000		—	$	1.00		300,000
Brian R. Doolittle		25,500		—	$	1.00		255,000
Total:		990,500						9,905,000

SCHEDULE I TO
CONTRIBUTION AGREEMENT

SCHEDULE II

Shareholder Party	Address
William D. Morton
Eastover Group LLC	c/o Mark W. Mealy
Daryl R. Lindemann
Brian L. Geiger
Brian R. Doolittle

SCHEDULE II TO
EXCHANGE AGREEMENT

STOCK POWER

     FOR VALUE RECEIVED,                      does hereby sell, assign and transfer unto MMC Precision Holdings Corp., a Delaware corporation,                      (___) shares of Class A Common Stock, $0.01 par value, of Morton Industrial Group, Inc., a Georgia corporation (the “Corporation”), standing in his name on the books of the Corporation, represented by Certificate No. ___attached herewith, and does hereby irrevocably constitute and appoint                                          attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

Date:                     

By:  

Name:  

STOCK POWER

Solely for the purposes of Section 10: BRAZOS PRIVATE EQUITY PARTNERS, LLC
By:	/s/ Patrick K. Mcgee
Name:	Patrick K. Mcgee
Title:	Authorized Officer

SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT

EX-99.2

Exhibit 99.2

[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 William D. Morton, 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 1,253,990 shares of Class A common stock, $0.01 par value, of the Company (“Class A Common Stock”), and 100,000 shares of Class B common stock, $0.01 par value, of the Company (“Class B Common Stock”; such shares of Class A Common Stock and Class B 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

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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 Class B 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 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

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clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) as set forth in that certain Shareholders Agreement, dated as of October 20, 1997, by and between Shareholder and the other shareholders of the Company party thereto, as amended by that certain First Amendment to Shareholders Agreement dated as of August 11, 1999 and that certain Second Amendment to Shareholders Agreement dated as of August 27, 2003 (the “Shareholders Agreement”), (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). Without limiting the foregoing, except (i) as set forth in the Shareholders Agreement, (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 (i) 1,253,990 shares of Class A Common Stock and 100,000 shares of Class B Common Stock, which are owned beneficially and of record by Shareholder and collectively constitute the Shareholder Shares, (ii) 897,906 shares of Class A Common Stock, for which Shareholder holds a proxy pursuant to that certain Voting Agreement, dated as of January 20, 1998, by and among Shareholder and certain other shareholders of the Company party thereto (the “Voting Agreement”), it being understood that Shareholder has released the grantors of such proxies from such proxies with respect to the vote on the Merger and the Transactions and that such shares do not constitute Shareholder Shares, and (iii) 1,021,678 shares of Class A Common Stock for which Shareholder holds a valid and enforceable proxy to vote such Class A Common Stock pursuant to the Shareholders Agreement, but which proxy does not extend to the power to vote such shares in favor of the Merger or the Transactions and which do not constitute Shareholder Shares (items (ii) and (iii), the “Excluded Shares”).

               (d) Brokers. Other than Edgeview Partners, LLC and Houlihan, Lokey, Howard & Zukin, who have been engaged by the Company with respect to the Merger and the Transactions pursuant to the engagement letters previously supplied to Parent, 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.

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          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 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, except for any Company Common Stock for which Shareholder has acquired beneficial ownership solely pursuant to the proxy granted to Shareholder pursuant to the Shareholders Agreement, which shall constitute Excluded Shares. 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.

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               (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 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,

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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
if to Shareholder, to:
	William D. Morton
	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

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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 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:  

Name:  

Title:  

MMC PRECISION MERGER CORP.
 

By:  

Name:  

Title:  

William D. Morton 

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.3

Exhibit 99.3

[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 Mark W. Mealy, 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 (either individually or through Eastover Group LLC, a limited liability company controlled by the Shareholder (“Eastover”)) of 1,198,584 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, and shall cause Eastover to 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, and shall cause Eastover not to, 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.

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               (d) Publication. Shareholder consents to the publishing and disclosing in the Proxy Statement of Shareholder’s and Eastover’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 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. Shareholder has all necessary power and authority to cause Eastover to take all action or inaction specified 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, Eastover or any of his or its 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 or Eastover 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 or Eastover 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 (individually or through Eastover) of all of the Shareholder Shares. Shareholder (individually or through Eastover) 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 Shareholders

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Agreement, dated as of October 20, 1997, by and between Shareholder and the other shareholders of the Company party thereto, as amended by that certain First Amendment to Shareholders Agreement dated as of August 11, 1999 and that certain Second Amendment to Shareholders Agreement dated as of August 27, 2003 (the “Shareholders Agreement”), (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). Without limiting the foregoing, except (i) as set forth in the Shareholders Agreement, (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 (individually or through Eastover) 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 1,198,584 shares of Class A Common Stock, which are owned beneficially and of record by Shareholder (individually or through Eastover) and collectively constitute the Shareholder Shares.

               (d) Brokers. Other than Edgeview Partners, LLC and Houlihan, Lokey, Howard & Zukin, who have been engaged by the Company with respect to the Merger and the Transactions pursuant to the engagement letters previously supplied to Parent, 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 or Eastover.

          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.

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          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 the date hereof, either directly or indirectly through Eastover. Any shares of Company Common Stock as to which Shareholder acquires, either directly or indirectly through Eastover, 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, and cause Eastover to 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.

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               (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 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,

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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
if to Shareholder, to:
	Mark W. Mealy
	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.

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               (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 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:  

Name:  

Title:  

MMC PRECISION MERGER CORP.
 

By:  

Name:  

Title:  

Mark W. Mealy 

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.4

Exhibit 99.4
[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 Daryl R. Lindemann, 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 116,196 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

2

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 116,196 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

5

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: Facsimile: Email:	Jeffrey B. Hitt (214) 746-7777 jeffrey.hitt@weil.com

if to Shareholder, to:

Daryl R. Lindemann

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.

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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:

Name:

Title:

MMC PRECISION MERGER CORP.

By:

Name:

Title:

Daryl R. Lindemann

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.5

Exhibit 99.5
[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 Rodney B. Harrison, 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 14,532 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 14,532 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

4

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

5

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:

Rodney B. Harrison

     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

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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.

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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:

Name:

Title:

MMC PRECISION MERGER CORP.

By:

Name:

Title:

Rodney B. Harrison

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.6

Exhibit 99.6

March 22, 2006

Mr. Fred W. Broling
Mr. Mark W. Mealy
Mr. Daryl R. Lindemann
Mr. Brian L. Geiger
Mr. Brian R. Doolittle
Mr. David M. Stratton
Mr. Robert J. Janeczko
Mr. Jerry Bates
Mr. Eric Johnson
Mr. Randy Wright
Mr. Paul Jagow
Mr. David Nicholson
Mr. Rodney Harrison
Mr. Thomas Lauerman
Mr. Dan Wabel

     Re:        Waiver of Voting Agreement

     Gentlemen:

     Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 22, 2006, by and among Morton Industrial Group, Inc., a Georgia corporation (the “Company”), MMC Precision Holdings Corp., a Delaware corporation (“Parent”), and MMC Precision Merger Corp., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing, among other things, for the acquisition of the Company by Parent, such acquisition to be accomplished through a merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Reference is also hereby made to that certain Voting Agreement (as amended, modified or supplemented from time to time, the “Voting Agreement”), dated as of January 20, 1998, pursuant to which each of you (collectively, the “Other Shareholders”) granted to the undersigned an irrevocable proxy, and appointed the undersigned as your attorney-in-fact, to vote all of the shares of Class A Common Stock, par value $0.01 per share, of the Company owned by each of you (collectively, the “Shares”) with regard to all matters to be voted upon by stockholders of the Company.

     Solely in connection with any meeting of the stockholders of the Company called to consider and vote to approve either (i) the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including any other matter that is on the ballot or written consent related thereto, or (ii) a Company Takeover Proposal (as defined in the Merger Agreement), the undersigned hereby waives any rights under, and releases each Other Shareholder from all of the provisions of, the Voting Agreement, including without limitation,

any rights of the undersigned to vote the Shares by proxy at such meeting or by written consent related thereto.

     Except as specifically set forth in this letter agreement, the Voting Agreement shall remain in full force and effect in accordance with its respective terms and is hereby ratified and confirmed. This letter agreement shall not be deemed to constitute a waiver of, or consent to, or a modification or amendment of, any other provision of the Voting Agreement except as expressly provided herein or to prejudice any other right or rights which any party may now have or may have in the future under or in connection with the Voting Agreement. This letter agreement shall not constitute an agreement or obligation of any party to consent to, waive, modify or amend any other term, condition, subsection or section of the Voting Agreement.

[signature page follows]

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     This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Very truly yours,

William D. Morton