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EXHIBIT 99(c)(7)
ACKNOWLEDGMENT
I, Xxxxx X. Xxxxxx, hereby agree that all past, present or future
rights, actions, causes of action, claims or demands that I may have arising
from Section 4.6 or Section 4.7 (the "Terminated Sections") of the Agreement and
Plan of Merger relating to the merger of Moline Paint Manufacturing Co. into
Guardsman Illinois, Inc., a subsidiary of Guardsman Products, Inc.
("Guardsman"), will terminate upon the purchase of my shares of Guardsman
common stock in the "Offer" or "Merger," as those terms are defined in the
Merger Agreement, dated as of March 4, 1996, between Lilly Industries, Inc. and
Guardsman.
I have read this Acknowledgment, understand it, and am signing it
voluntarily.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
