EXHIBIT 2
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AGREEMENT
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THIS AGREEMENT (the "Agreement") is entered into as of this 27th day
of January, 1999, by and between DGJ, L.L.C., a Delaware limited liability
company ("DGJ") and Xxxx X. Xxxxxx, an individual resident of the State of
Kentucky ("Xxxxxx") and C. Xxxx Xxxxxxxxx, an individual resident of the
Commonwealth of Massachusetts ("Beresford").
NOW THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. VOTING. Xxxxxx and Xxxxxxxxx, as stockholders of BPI Packaging
Technologies, Inc. ("BPI"), shall vote their shares as directed by DGJ with
respect to any matters presented to the Company's Stockholders with respect
to the Securities Purchase Agreement, dated the date hereof, between BPI
and DGJ.
2. SALE OF COMMON STOCK. Xxxxxx and Beresford shall not sell their
shares of Common Stock of BPI without prior written consent of DGJ.
3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of the State of Illinois
without giving effect to any choice or conflict of law provision or rule
that would cause the application of the domestic substantive laws of any
other State.
IN WITNESS WHEREOF, this Agreement has been duly executed the day and
year specified above.
DGJ, L.L.C.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Title: President
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/s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
/s/ C. XXXX XXXXXXXXX
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C. Xxxx Xxxxxxxxx
