Exhibit 10.12

                                 LOAN AGREEMENT


This Loan Agreement is made between Jerry T. McDowell (the "Executive") and
Alltrista Corporation (the "Company").

WHEREAS, the Executive has been and continues to be a valued key executive of
the Company;

WHEREAS, the Executive and the Company have entered into an Agreement to Forego
Compensation (the "Agreement") under which the Executive has agreed to forego
certain compensation; and

WHEREAS, in consideration for the Executive entering into the Agreement, the
Company has agreed, pursuant to this Loan Agreement, to make a loan to the
Executive.

NOW THEREFORE, in consideration for the aforementioned promises, and for other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows, intending to be legally bound.

1.   The Company agrees to loan $1,815,439.56 to the Executive with interest at
     the Applicable Federal Rate (AFR) provided for in Internal Revenue Code
     (S)7872(f)(2)(A) in effect at the time the loan is made, with a portion of
     the loan principal in an amount to be determined by the Company to be used
     by the Executive to pay a premium on a life insurance policy on the lives
     of the Executive and his spouse.

2.   The terms of the loan shall be documented by a Promissory Note (the "Note")
     to be executed by the Company and the Executive.

IN WITNESS WHEREOF, the parties hereby execute this Agreement, intending to be
legally bound,

                                           Alltrista Corporation

 /s/ Jerry T. McDowell                     By: /s/ Thomas B. Clark
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  Jerry T. McDowell

  May 29, 2001                             May 29, 2001
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  Date                                     Date