October 30, 1995 CONFIDENTIAL ------------ Mr. Gregory Brundage CIMCO, Inc. c/o PaineWebber, Incorporated 725 South Figueroa Street Los Angeles, California 90017 Gentlemen: The purpose of this letter is to summarize our proposal to purchase all of the...

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                                                                 EXHIBIT (c)(7)

SPARTECH CORPORATION
====================


                                          October 30, 1995

CONFIDENTIAL
------------

Xx. Xxxxxxx Xxxxxxxx
CIMCO, Inc.
c/o PaineWebber, Incorporated
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx  00000

Gentlemen:

         The purpose of this letter is to summarize our proposal to purchase
all of the outstanding common stock of CIMCO, Inc.  This letter is not intended
to be a binding commitment on our part, but is intended to serve as the basis
for our further discussions with you.

         We propose the following:

         1.  Structure.  Spartech will acquire all of the outstanding common
             stock of CIMCO for $10.00 per share payable 51% in stock of
             Spartech (valued on the date of closing at the average closing
             over the prior 15 trading days on the New York Stock Exchange) and
             the remainder in cash.  The cash and stock portion will be
             adjusted upward or downward on a pro rata basis, based upon
             CIMCO's adjusted income occurring after July 31, 1995, defined as
             net income (loss), exclusive of any gain or loss on the sale of
             the respiratory medical products group plus depreciation and
             amortization, minus capital expenditures relating to CIMCO's
             molding operations.  The acquisition will be structured as a
             merger, with CTI becoming part of Spartech's compounding group.

         2.  SEC Registration.  The shares of Spartech common stock issued in
             the transaction will be registered with the Securities and
             Exchange Commission.  Because of the nature of this partially
             tax-free exchange, an S-4 registration statement will be needed.
             We expect the timing between acceptance of this letter and closing
             of the transaction to be approximately 90 days.

         3.  Continued Employment.  Spartech will offer continued employment to
             all existing management and full-time employees of the compounding
             division.  It is expected the remaining employees will be employed
             by Xxxxxxx Xxxxxxx in connection with his purchase of the molding
             assets from Spartech.

         4.  Conditions.  Consummation of the transaction shall be subject to
             the following:

             (a)   Satisfactory completion of an investigation of CIMCO's
                   financial condition, results of operations, business,
                   pending litigation, accounting, tax,
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October 30, 1995
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                   environmental, and other matters.  We expect this to be 
                   completed within three weeks from the date of acceptance of 
                   this letter.  Major issues not yet reviewed in detail 
                   include a meeting with Hewlett Packard's personnel, a 
                   review of the legal affairs of CIMCO by Spartech's outside 
                   counsel, and a review of CIMCO's tax returns and the status 
                   for any open Revenue Agent Reviews;

             (b)   Signing of a definitive agreement containing mutually
                   satisfactory representations, covenants, and conditions.
                   Negotiations of a definitive agreement will run concurrent
                   with the preparation of the S-4 Registration Statement;

             (c)   Receipt of all necessary consents and approvals from
                   directors, stockholders, lenders, governmental entities, and
                   other third parties; and

             (d)   Completion by CIMCO of the sale to a third party of the
                   assets of its respiratory medical products division in
                   consideration for at least $2.4 million in cash and the
                   assumption by the purchaser of at least $300,000 of accounts
                   payable.

         If there is interest on CIMCO's part in proceeding with this
transaction, we are prepared to meet with you immediately to spell out our
proposal in greater detail and prepare the necessary legal documents.


I look forward to hearing from you.  Please feel free to contact me at any
time.

                                               Kindest regards,

                                               SPARTECH CORPORATION

                                               By:
                                                   ---------------------------
                                                   Xxxxxxx X. Xxxxxxxx
                                                   President and
                                                   Chief Executive Officer