Common use of Endorsement Clause in Contracts

Endorsement. Each certificate representing the Shares and the Option Shares, if any, shall bear the following legend (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTION 5.2 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Indiana, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Kentucky, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------

Endorsement. Each certificate representing the Shares and the Option Shares, if any, shall bear the following legend legends (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16__, 1999 2000 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTION 5.2 SECTIONS 4.1 AND 4.2 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Pamco Printed Tape & Label Co., Inc. to the undersigned in the stated amount of Thirty Million Dollars ($30,000,000). SPL Holdings, Inc. By: ---------------------------------------------- Name: -------------------------------------------- Title: ------------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $30,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of SPL Holdings, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Thirty Million Dollars ($30,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. JII Promotions, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Memphis, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Michigan, Inc. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Nebraska, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Nevada, Inc. By: ---------------------------------------- Name: -------------------------------------- Title: -------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Ohio, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Oklahoma, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Minnesota, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Missouri, Inc. By: ---------------------------------------- Name: -------------------------------------- Title: -------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Pioneer Paper Corporation to the undersigned in the stated amount of Six Million Dollars ($6,000,000). Seaboard Folding Box Corporation By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $10,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Deflecto Corporation (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Ten Million Dollars ($10,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. YT Holdings, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Florida, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Indiana, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Deflecto Corporation to the undersigned in the stated amount of Fifty-Five Million Dollars ($55,000,000). JII, Inc. By: ----------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATIONITS EXECUTION. $50,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Jordan Auto Aftermarket, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Fifty Million Dollars ($50,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by JII Promotions, Inc. to the undersigned in the stated amount of Thirty Million Dollars ($30,000,000). SPL Holdings, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $30,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of SPL Holdings, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Thirty Million Dollars ($30,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Seaboard Folding Box Corporation By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Tele-Flow, Inc. to the undersigned in the stated amount of Twelve Million Dollars ($12,000,000). Deflecto Corporation By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $10,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Deflecto Corporation (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Ten Million Dollars ($10,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Instachange Displays Limited By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------

Endorsement. Each certificate All certificates representing the Shares and the Option Shares, if any, Common Stock held by FNB shall bear be endorsed in substantially the following legend (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legendform: ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTA STOCK INVESTMENT AGREEMENT DATED , INCLUDING SECTION 5.2 1996, BETWEEN FNB CORPORATION AND SUN BANCORP, INC., WHICH IMPOSES CERTAIN RESTRAINTS UPON ANY TRANSFER OF THE AGREEMENTSTOCK OF SUN BANCORP, INC. COPIES A COPY OF THE AGREEMENT IS ON FILE AT THE RESPECTIVE PRINCIPAL OFFICES OF FNB CORPORATION AND SUN BANCORP, INC. THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR RESALE UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED IN THE REGISTERED HOLDER ABSENCE OF THIS CERTIFICATE AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECRETARY SECURITIES THEREOF OR AN OPINION OF COUNSEL, SATISFACTORY TO SUN BANCORP, INC. AND ITS COUNSEL, THAT THE CORPORATIONPROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION. This endorsement shall be cancelled at such time as the Shares subject to the endorsement are subject to an effective registration statement under the 1933 Act for resale by FNB. Cancellation of the endorsement, shall not, however, change any other terms of this Agreement. In addition, this endorsement shall be removed with respect to any Shares that are to be transferred, exchanged or sold, pursuant to an available exemption from registration upon receipt of an opinion from counsel satisfactory to Sun and its counsel, that the proposed transaction and proposed transfer, exchange or sale will be exempt for registration from federal and state securities laws.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Georgia, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Alabama, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Detroit Transmission Products Co. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Nashville Transmission Parts, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by YT Holdings, Inc. to the undersigned in the stated amount of Ten Million Dollars ($10,000,000). Deflecto Corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $5,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Deflecto Corporation (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Five Million Dollars ($5,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Deflecto Canada Ltd.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Valmark Industries, Inc. to the undersigned in the stated amount of Twenty Million Dollars ($20,000,000). SPL Holdings, Inc. By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $30,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of SPL Holdings, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Thirty Million Dollars ($30,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Pamco Printed Tape & Label Co., Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by ABC Transmission Parts Warehouse, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Borg Manufacturing By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Jordan Auto Aftermarket, Inc. to the undersigned in the stated amount of Two Hundred Fifty Million Dollars ($250,000,000). JII, Inc. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $15,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of JII, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Fifteen Million Dollars ($15,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Welcome Home, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Deflecto Corporation to the undersigned in the stated amount of Forty Million Dollars ($40,000,000). Jordan Specialty Plastics, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $25,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Jordan Specialty Plastics, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Twenty-Five Million Dollars ($25,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Beemak Plastics, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of New Jersey, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of North Carolina, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Instachange Displays Limited to the undersigned in the stated amount of Ten Million Dollars ($10,000,000). Deflecto Corporation By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Georgia, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Virginia, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of West Virginia, Inc. By: ---------------------------------------- Name: -------------------------------------- Title: -------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of West Virginia, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATIONITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Pennsylvania, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of South Carolina, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Seaboard Folding Box Corporation to the undersigned in the stated amount of Thirty Million Dollars ($30,000,000). SPL Holdings, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $6,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Seaboard Folding Box Corporation (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Six Million Dollars ($6,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Pioneer Paper Corporation By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Xxxx Products I, Inc. to the undersigned in the stated amount of One Hundred Million Dollars ($100,000,000). Jordan Auto Aftermarket, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATIONITS EXECUTION. $40,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Jordan Specialty Plastics, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Forty Million Dollars ($40,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO, Incorporated to the undersigned in the stated amount of Seventeen Million Dollars ($17,000,000). JII, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATIONITS EXECUTION. $55,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of JII, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Fifty-Five Million Dollars ($55,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Welcome Home, Inc. to the undersigned in the stated amount of Fifteen Million Dollars ($15,000,000). JII, Inc. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $100,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of JII, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of One Hundred Million Dollars ($100,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Jordan Specialty Plastics, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Nevada, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of New Jersey, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Rolite Plastics, Inc. to the undersigned in the stated amount of Five Million Dollars ($5,000,000). Deflecto Corporation By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $12,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Deflecto Corporation (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Twelve Million Dollars ($12,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Tele-Flow, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Kentucky, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Memphis, Inc. By: ---------------------------------------- Name: -------------------------------------- Title: -------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Alabama, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ----------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Arizona, Inc. By: ----------------------------------------------- Name: --------------------------------------------- Title: --------------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Oklahoma, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Pennsylvania, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of North Carolina, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Ohio, Inc. By: ---------------------------------------- Name: -------------------------------------- Title: -------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by SPL Holdings, Inc. to the undersigned in the stated amount of One Hundred Twenty Million Dollars ($120,000,000). JII, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATIONITS EXECUTION. $17,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of JII, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Seventeen Million Dollars ($17,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Jordan Specialty Plastics, Inc. to the undersigned in the stated amount of One Hundred Million Dollars ($100,000,000). JII, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $10,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of JII, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Ten Million Dollars ($10,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Cape Craftsmen, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate representing the Shares and the Option Shares, if any, shall bear the following legend (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16FEBRUARY _, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTION 5.2 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Beemak Plastics, Inc. to the undersigned in the stated amount of Twenty-Five Million Dollars ($25,000,000). Jordan Specialty Plastics, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $15,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Jordan Specialty Plastics, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Fifteen Million Dollars ($15,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Sate-Lite Manufacturing Company By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Atco Products, Inc. to the undersigned in the stated amount of Fifteen Million Dollars ($15,000,000). Jordan Auto Aftermarket, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $100,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Jordan Auto Aftermarket, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of One Hundred Million Dollars ($100,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Xxxx Products I, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Nashville Transmission Parts, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. ABC Transmission Parts Warehouse, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of South Carolina, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Texas, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Chattanooga, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Colorado, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate 8.1(a) Certificates representing the Initial Shares and delivered to the Option Shares, if anyPurchasers subject to the lock-up period specified in Section 5.1, shall bear the following legend (in addition to the legends specified by Sections 8.1(b) and 8.1(c) hereof, if applicable, and any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT II DATED MAY 16SEPTEMBER 21, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION S1 AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTION 5.2 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE SECRETARY OF S1. 8.1(b) Certificates representing the Initial Shares delivered to each of Akkermans, Pamica N.V., General Atlantic Partners 20, L.P., GAP Coinvestment Partners, L.P., General Atlantic Partners 52, L.P., and GIMV N.V. shall bear the following legend (in addition to the legends specified by Sections 8.1(a) and 8.1(c) hereof, if applicable, and any legend required by applicable state securities laws): THE CORPORATIONSHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. UNTIL SEPTEMBER 21, 2000, THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH SUCH RULE OR UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933.

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Deflecto Canada Ltd. to the undersigned in the stated amount of Five Million Dollars ($5,000,000). Deflecto Corporation By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $5,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Deflecto Corporation (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Five Million Dollars ($5,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Rolite Plastics, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Cape Craftsmen, Inc. to the undersigned in the stated amount of Ten Million Dollars ($10,000,000). JII, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $120,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of JII, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of One Hundred Twenty Million Dollars ($120,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. SPL Holdings, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by Sate-Lite Manufacturing Company to the undersigned in the stated amount of Fifteen Million Dollars ($15,000,000). Jordan Specialty Plastics, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $20,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of SPL Holdings, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Twenty Million Dollars ($20,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Valmark Industries, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO, Incorporated to the undersigned in the stated amount of Fifty Million Dollars ($50,000,000). Jordan Auto Aftermarket, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $15,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of Jordan Auto Aftermarket, Inc. (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Fifteen Million Dollars ($15,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. Atco Products, Inc. By: ------------------------------------------- Name: ----------------------------------------- Title: ----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Missouri, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Nebraska, Inc. By: -------------------------------------------- Name: ------------------------------------------ Title: -----------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Arizona, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Chattanooga, Inc. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Michigan, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Minnesota, Inc. By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Colorado, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Florida, Inc. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------

Endorsement. Each certificate representing For value received, the Shares and undersigned hereby endorses to the Option Sharesorder of Congress Financial Corporation (Central), if any, shall bear the following legend as agent (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTAgent") OR ANY OTHER FEDERAL OR STATE SECURITIES LAWSfor the lenders from time to time party to the Loan and Security Agreement dated as of August __, AND MAY NOT BE SOLD2001 among JII, TRANSFERREDInc., ASSIGNED OR HYPOTHECATED UNLESS THERE such lenders and Agent, the Demand Note dated as of August __, 2001 payable by DACCO/Detroit of Texas, Inc. to the undersigned in the stated amount of Two Million Dollars ($2,000,000). DACCO, Incorporated By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- DEMAND NOTE PAYMENT OF THE OBLIGATIONS UNDER THIS DEMAND NOTE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY SUBORDINATED TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Each certificate representing the Shares and any Option Shares issued on or before May 16, 2000 shall bear the following additional legend: ADDITIONALLY, THE TRANSFER CLAIMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT SENIOR CREDITORS PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER THAT EXPIRE ON MAY 16, 2000 SPECIFIED IN THE STOCK PURCHASE AND OPTION AGREEMENT DATED MAY 16, 1999 (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE PRIOR TO MAY 16, 2000 WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENTAFFILIATE SUBORDINATION AGREEMENT DATED AS OF AUGUST __, INCLUDING SECTION 5.2 OF 2001, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG THE AGREEMENTUNDERSIGNED, CONGRESS FINANCIAL CORPORATION (CENTRAL), AS AGENT ("AGENT"), AND THE OTHER PARTIES FROM TIME TO TIME SIGNATORY THERETO. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER A COPY OF THIS CERTIFICATE DEMAND NOTE MUST BE DELIVERED TO THE SECRETARY AGENT ON THE DATE OF THE CORPORATION.ITS EXECUTION. $2,000,000 Chicago, Illinois Dated as of August __, 2001 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby unconditionally promises to pay to the order of DACCO, Incorporated (the "Company"), on demand, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000) or, if less, the aggregate unpaid principal amount of all loans made by the Company to the Borrower pursuant to the Intercompany Loan and Security Agreement dated as of August __, 2001 (as amended or otherwise modified from time to time, the "Intercompany Loan Agreement") among the Company, Borrower and the other "Companies" from time to time party thereto. The Borrower further agrees to pay interest in like money at such time on the unpaid principal amount hereof in accordance with the Intercompany Loan Agreement. Reference is hereby made to the Intercompany Loan Agreement for a statement of all of the other terms and conditions under which the loans evidenced hereby are made, recorded and repaid. This Demand Note is the Demand Note referred to in the Intercompany Loan Agreement and is entitled to the benefits and obligations thereof. This Demand Note shall be governed by, construed and interpreted in accordance with the law of the State of Illinois. DACCO/Detroit of Virginia, Inc. By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------