PLASTICS MFG CO, S-1, 1999-12-03

PLASTICS MFG CO
S-1, 1999-12-03

Previous: INTEGRATED COMMUNICATION NETWORKS INC, 10SB12G/A, 1999-12-03

Next: IVORY ACQUISITION CORP, 10SB12G, 1999-12-03

As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PLASTICS MFG. COMPANY
(Exact name of registrant as specified in its charter)
______

WISCONSIN 3621 39-1867101
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation or No.)
organization)

W190 N11701 MOLDMAKERS WAY
GERMANTOWN, WISCONSIN 53022-8214
(414) 255-5790
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

SCOTT W. SCAMPINI
EXECUTIVE VICE PRESIDENT
PLASTICS MFG. COMPANY
W190 N11701 MOLDMAKERS WAY
GERMANTOWN, WISCONSIN 53022-8214
(414) 255-5790

(Name, address, including zip code and telephone number, including
area code, of agent for service)

WITH COPIES TO:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, A LIMITED LIABILITY S.C.
500 THIRD STREET, SUITE 700
WAUSAU, WISCONSIN 54403
(715) 845-4336

Approximate date of commencement of proposed sale to the public: AS
SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box. <square>
<PAGE>
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. <square>

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. <square>
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. <square>
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. <square>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Title of each class of Proposed maximum aggregate Amount of
securities to be offering price (1): registration fee
registered: (1):
<S> <C> <C>
Common Stock $7,951,360 (value of) $2,100 (2)
<FN>
(1)Estimated solely for the purpose of computing the amount of the
registration fee under the Securities Act of 1933, as amended pursuant
to (i) Rule 457(j) with respect to the Registrant's offer to repurchase
722,490 shares and (ii) Rule 457(o) with respect to the sale for cash
of 500,000 shares.
(2)This amount has previously been paid.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
PROSPECTUS
1,222,490 Shares

PLASTICS MFG. COMPANY

Common Stock

PRICE: $12.00 A SHARE
________________

This is our initial public offering of shares of common stock of
Plastics Mfg. Company. We are offering to sell 500,000 shares of our
common stock for cash at a price of $12.00 per share. We are
concurrently offering to repurchase up to 722,490 shares which were
sold without registration under the Securities Act of 1933 at an
average repurchase price of $2.70 per share, plus accrued interest.
See "Rescission Offer."

This is not an underwritten offering. There is no minimum amount
of stock which must be sold in the offering. No public market
currently exists for our shares and no market is expected to develop
after the offering. Our stock will not be listed on any national
securities exchange or the Nasdaq Stock Market.
________________

SEE "RISK FACTORS" ON PAGE 8 TO READ ABOUT MATERIAL RISKS YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
_________________

PER SHARE TOTAL
Initial public offering price $12.00 $6,000,000
(500,000 shares to be sold for cash)

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
__________________

We expect to deliver the shares of our common stock to purchasers
on ____________.
__________________

Prospectus dated ________________, 1999

IN MAKING ANY INVESTMENT DECISION RELATING TO OUR COMMON STOCK, YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL SHARES
OF COMMON STOCK AND SEEKING OFFERS TO BUY SHARES COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS OR OTHER DATE WE INCLUDE IN SUCH INFORMATION, REGARDLESS OF
THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OF OUR COMMON STOCK.
<PAGE>
TABLE OF CONTENTS

Page
Prospectus Summary ..........................................1
Risk Factors ................................................8
Special Note With Respect to Forward-Looking Information ...22
Use of Proceeds ............................................22
Dividend Policy ............................................23
Capitalization .............................................24
Dilution ...................................................25
Selected Historical and Pro Forma Consolidated
Financial Data............................................. 27
Rescission Offer ...........................................29
Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................31
Business ...................................................36
Management .................................................46
The MGS Group ..............................................52
Related Party Transactions and Conflicts of Interest .......53
Principal Stockholders .....................................56
Description of Common Stock ................................57
Shares Eligible for Future Sale ............................61
Pricing of this Offering ...................................62
Legal Matters ..............................................62
Experts ....................................................62
Additional Information .....................................63
Index to Consolidated Financial Statements ................F-1

i
<PAGE>
PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT
YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD
READ THE ENTIRE PROSPECTUS CAREFULLY, ESPECIALLY THE RISKS OF INVESTING
IN OUR COMMON STOCK DISCUSSED UNDER "RISK FACTORS" ON PAGE 8.

In this prospectus, the terms "we," "us" and "our" refer to
Plastics Mfg. Company. Unless otherwise noted, these terms also
include our wholly owned subsidiary, TecStar Mfg. Company.

PLASTICS MFG. COMPANY

We manufacture plastic parts through the injection molding process.
Our manufacturing business is conducted through our wholly owned
subsidiary, TecStar Mfg. Company. Our principle executive offices are
located at W190 N11701 Moldmakers Way, Germantown, Wisconsin 53022-8214.
Our telephone number is (262) 255-5790.

PRODUCTS

Our customers use the parts made by us to manufacture end-products
or components for industry and the consumer markets. For example, some
of our plastic parts are now used to make cellular telephones, pagers,
nailguns, and computers.

Before part production can take place, the molds used to form the
plastic must be designed, tested, and manufactured. We often rely on
affiliated companies to perform these steps in the production process.
The relationship with affiliated companies allows us to offer a
"turn-key" alternative for our customers at competitive prices.

AFFILIATED COMPANIES - THE MGS GROUP.

Twenty companies are affiliated with us through common ownership.
These affiliated companies are collectively referred to as the "MGS
Group." Mark G. Sellers is our Chairman, President, and Chief
Executive Officer and he controls directly or indirectly at least 51%
of the voting interests of each company in the MGS Group. Mr. Sellers
and the MGS Group collectively own approximately 60% of our outstanding
common stock and will continue to own at least 53% of our stock if
500,000 shares of stock are sold in the offering. In addition, Mr.
Sellers and two of the MGS Group companies hold options with respect to
an additional 5,000,000 shares. See "Principal Stockholders."

1
<PAGE>
The principal companies in the MGS Group (and year of organization)
are:

<circle>MOLDMAKERS, INCORPORATED (1982) - a full-service
moldmaking and engineering facility producing high quality
molds for the plastics industry in an expedited time frame. In
addition to making molds under subcontracts with us, its
clients include the electrical, mechanical, medical,
automotive, water treatment, appliance, and telecommunications
industries, among others.

<circle>O&S DESIGN, INC. (1989) - provides product development,
consultation, and tool design for us, other MGS Group
companies, and unrelated companies in the plastics industry;

<circle>PROTOTYPE MOLD & DESIGN, INC. (1993) - has integrated
on-site design capabilities to meet the program needs for
product renderings, tool layout, detailed designs, engineering
and machine tool programming for us, other MGS Group companies,
and unrelated companies in the plastics industry;

<circle>STATISTICAL PLASTICS CORPORATION (1995) - provides mold
sampling of new and rebuilt tooling and develops processing
parameters for high volume plastic part production primarily
for us, other companies in the MGS Group, and unrelated
companies in the plastics industry;

<circle>MGS ENTERPRISES INC. (1993) - provides management,
accounting, marketing and human resources services for us and
other companies within the MGS Group;

<circle>MOLDMAKERS LEASING & INVESTMENTS LIMITED PARTNERSHIP,
LLP (1988) - organized as a partnership in 1988 and reorganized
as a limited liability partnership in 1995 to provide lease
financing to us and other companies within the MGS Group.

<circle>PCI CONSULTING AND LEASING, INC. (1994) - engaged in
leasing and investment activities and provides financing to us
and other companies within the MGS Group;

<circle>CADD PLUS, INC. (1995) - a computer software and
hardware provider, offering networking and other computer
related products and services to us and other companies within
the MGS Group;

<circle>REDLINE, INC. (1993) - provides, among other services,
full-service professional finishing and detailing of molds,
including detailed mold polishing, professional finishing and
detailing, high tolerance polishing, and diamond finishing to
Society of Plastics Engineers standards using ultrasound
polishing systems. Its principal customers consist of
companies within the MGS Group; and

<circle>MOLDMAKERS DIE CAST TOOLING DIVISION, INC. (1996) - a
<PAGE>
full service die cast moldmaking facility that produces die
cast molds from metal alloys, including aluminum, zinc, and
magnesium for the automotive and mechanical industries.

STRATEGIC PLAN

Our strategic plan is to become a leading national manufacturer of
plastic parts. To do this, we plan to:

<circle>Increase our annual revenues; our strategic objective
is to increase our annual revenue to $250,000,000 by the end of
our 2004 fiscal year through acquisition of existing tool shops
and plastic injection molding manufacturers, growing our
revenues from current operations, and establishing new
manufacturing facilities at various locations around the
country;
<circle> Add to our customer base;
<circle>Continue to enhance our productive capacity and
efficiency;
<circle>Continue to capitalize on our relationship with the MGS
Group while we strengthen our internal sales and marketing
function to develop customers independently of the MGS Group;
<circle>Continue to strengthen our management team;
<circle>Create or acquire the ability to manufacture our own
molds;
<circle>Develop our proprietary equipment and processes; and
<circle>Continue to develop our value added manufacturing and
assembly operations techniques.

COMPETITIVE STRENGTHS

Although our business faces strong competition from many companies,
we believe we have certain competitive strengths, including:

<circle>The ability to offer a fully integrated, "turn-key"
service to manufacturers which purchase plastic parts and
components from outside vendors as a result of our relationship
with the MGS Group;
<circle>The ability to compete as a low cost producer for many
production orders as a result of our manufacturing and design
efficiencies;
<circle>A diversified customer base with production orders with
approximately 10 Fortune 500 companies operating in the
medical, automotive, appliance, telecommunication, cosmetic and
computer markets; and
<circle>Our quality and delivery times to market.

ACQUISITIONS AND EXPANSION

In order to attain our strategic objectives, we will need to
acquire other businesses engaged in plastic injection molding and
related toolmaking operations. We have identified possible
acquisitions and as of the date of this prospectus have begun
negotiations with two companies. We have not reached an agreement to
<PAGE>
date with either acquisition candidate and may be unable to do so. We
expect to continue the process of identifying and evaluating possible
acquisitions over the next several years.

We have leased a facility in Forth Worth, Texas, effective January
1, 2000. This facility will provide 70,000 square feet to be used for
plastic part production, 20,000 square feet for mold production, 40,000
square feet of warehouse space, and 10,000 square feet for office and
miscellaneous. We intend to begin operations in Fort Worth during the
second quarter of our 2000 fiscal year. See "Business - Acquisitions
and Expansion."

THE RESCISSION OFFER

From August, 1999 through September, 1999, a total of 722,490
shares of our common stock was sold by us and some of the MGS
companies. The proceeds of these sales received by us and the MGS
Group was $1,951,360. The common stock purchased was inadvertently not
registered under federal or state law. We are offering to repurchase
these shares. Stockholders who purchased stock from us or the members
of the MGS Group during this period may return their shares to us and
receive the amount they paid for the stock, plus interest at the rate
prescribed by law. Mr. Sellers and the companies of the MGS Group
which sold these shares have agreed to purchase any shares which are
returned to us. Stockholders who do not elect to return their shares
will have registered shares upon completion of the 30 day rescission
period. We do not anticipate that stockholders will exercise this
return right. See "Rescission Offer."

THE OFFERING

SALE OF NEW SHARES OF COMMON STOCK

We are offering to sell our common stock at a price of $12.00 per
share. The common stock will be sold for us by our officers and
employees. No officer will receive a commission or other compensation
for selling our stock.

Common stock offered for cash: 500,000 shares
Common stock subject to our
offer to repurchase: 722,490 shares
Common stock to be
outstanding after this offering: 4,250,000 shares*

Use of proceeds: Payment of certain outstanding debt,
capital expenditures, working capital,
acquisition expenses, and general
corporate purposes.
See "Use of Proceeds."

*Includes 722,490 shares which are the subject of our rescission offer.

SUMMARY HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL DATA
<PAGE>
The table below provides you with our summary historical and pro
forma financial information. The following consolidated statement of
operations data for the years ended September 30, 1998 and 1999 is
derived from our audited consolidated financial statements included
elsewhere in this prospectus.

In the table below, we also provide you with the following pro
forma information:

<circle>The pro forma data gives effect to the issuance of the
500,000 shares of common stock offered in this prospectus
as if it had occurred on September 30, 1999 and our receipt
and use of the estimated net proceeds from the sale of
those shares.

<circle>The pro forma as adjusted data gives effect to the exercise
of options with respect to 5,000,000 shares at a price of
$10.00 per share as if such exercise occurred on September
30, 1999. See "Management - Option Exercises and Holdings."

<circle>The pro forma data does not include a dollar amount
attributable to the contingent liability relating to our
sale of unregistered shares of common stock because Mr.
Sellers and the MGS Group have agreed to purchase any
shares which are returned to us in our Rescission Offer.
See "Rescission Offer."

The following financial data should be read in conjunction with,
and is qualified by reference to, "Selected Historical and Pro Forma
Consolidated Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," our consolidated
financial statements and the notes to these financial statements,
included elsewhere in this prospectus.
<PAGE>
<TABLE>
<CAPTION>
(In thousands, except per share data)

Year Ended Pro forma
SEPTEMBER 30, PRO FORMA AS ADJUSTED
1998 1999 1999 1999
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS
OF OPERATIONS DATA:
Total revenue $ 850 $7,465
Gross profit (loss) (659) (147)
Operating expenses 279 795
Loss from operations (938) (942)
Loss before accounting change (579) (579)
Change in accounting principle (95)
Net loss (579) (674)

Per basic share:
Loss before accounting change (0.24) (0.22) (0.19)
Change in accounting principle (0.04) (0.03)
Net loss (0.24) (0.26) (0.22)

Per diluted share:
Loss before accounting change (0.20) (0.19) (0.16)
Change in accounting principle (0.03) (0.03)
Net loss (0.20) (0.22) (0.19)

Shares in computing basic net
loss per share 2,432 2,614 3,114
Shares in computing diluted net
loss per share 2,932 3,114 3,614

CONSOLIDATED BALANCE
SHEET DATA:
Cash and cash equivalents $ 10 $ 246 $ 6,096 $ 56,096
Total current assets 147 4,428 10,278 60,278
Total current liabilities 823 4,054 4,054 4,054
Noncurrent liabilities 0 0 0 0
Stockholders' equity 1,066 4,633 10,483 60,483
</TABLE>
6

NOTES TO HISTORICAL AND PRO FORMA FINANCIAL DATA

(1)As of September 30, 1997, we were still a development stage
company that had not commenced operations. The proceeds of our
first stock offering were held in escrow until September 14,
1997. We then paid legal and accounting invoices related to
organizing the company and the first offering. No other
transactions took place during the fiscal year ended September
30, 1997.

(2)The number of shares used in computing diluted loss per share
reflects the stock option granted on October 1, 1999 as if they
were outstanding for all periods presented, calculated using the
treasury stock method.
<PAGE>
(3)All shares outstanding and earnings per share have been
retroactively restated to reflect the 3-for-1 stock split on
September 30, 1999.

RISK FACTORS

You should carefully consider the following risks and the other
information contained in this prospectus before investing in our common
stock. The value of our common stock could decline due to any of these
risks, and you could lose all or part of your investment. You also
should refer to the other information included in this prospectus,
including the financial statements and related notes. The risks
described below are not the only ones facing us. We have only
described the risks we consider to be material. However, there may be
additional risks that we view as not material or of which we are not
presently aware.

If any of the events described below were to occur, our business,
prospects, financial condition, results of operations, or cash flow
could be materially adversely affected. When we state below that
something could or will have a material adverse effect on us, we mean
that it could or will have one or more of these effects.

MANAGEMENT RISKS

MANAGEMENT OF THE COMPANY IS ALSO RESPONSIBLE FOR MANAGING THE MGS
GROUP AND SUCH SHARED MANAGEMENT COULD RESULT IN CONFLICTS OF INTEREST.

We have entered into management agreements with three members of
the MGS Group which provide for the payment of fees equal to a total of
5% of our net sales through December, 2006. We have also entered into
various leases and other contractual agreements with the MGS Group.
Accordingly, we rely on executive officers who are also full-time
employees of companies in the MGS Group. These officers are unable
to devote their full time and efforts to our management. In addition,
our directors also serve as directors of one or more of the companies
in the MGS Group and will therefore be responsible not only to our
stockholders, but to the stockholders of the MGS Group companies for
which they also serve as directors. None of our directors will be
independent of the MGS Group. No independent director will evaluate
any issues involving potential conflicts of interest between our
interests and those of our stockholders, on the one hand, and the
interests of the MGS Group and the stockholders or partners of its
companies, on the other. This shared management may result in
conflicts of interest and may compromise our potential as an individual
company. Actions by shared management may, for example, result in a
benefit to one of the companies in the MGS Group and a corresponding or
related detriment to us. See "Business" and "Related Party
Transactions and Conflicts of Interest."

THE LOSS OF THE SERVICES OF MARK G. SELLERS OR OTHER KEY EMPLOYEES MAY
HAVE A MATERIAL ADVERSE AFFECT ON OUR REVENUES, RESULTS OF OPERATIONS
AND PROSPECTS.
<PAGE>
We are highly dependent upon our founder, Chairman, President and
Chief Executive Officer, Mark G. Sellers. Mr. Sellers is widely known
in the plastics industry and his knowledge of the moldmaking process
and plastics industry, business contacts, and leadership have been, and
will continue to be, critical to our success. Mr. Sellers has no
employment agreement with the Company. The reduction or loss of the
services of Mr. Sellers may have a material adverse effect on our
operating results and prospects.

We have reduced our dependence on Mr. Sellers by building our
management and marketing team. One of our business strategies is to
continue to strengthen this team. Our business is dependent, at the
present time, upon the success of the other MGS Companies. While this
dependence has been lessened substantially since our inception, the
loss of Mr. Sellers' services to us or the MGS Group may have a
material adverse effect on our operating results and prospects.

Our future continued success also is dependent upon the retention
of other of our key management executives. We also depend upon a
number of other key employees who have been instrumental in our success
thus far, and will depend upon our ability to attract and retain other
highly capable individuals. The loss of one or more of these senior
executives or key members of our production and quality control staff,
or an inability to attract or retain other key individuals, could have
a material adverse effect on our business. We seek to compensate our
key executives, as well as other employees, through competitive
salaries and the opportunity to purchase our stock, but we can make no
assurance that these programs will allow us to retain key employees or
hire new employees.

WE MAY INCUR INCREASED COSTS TO OBTAIN NECESSARY TECHNOLOGICAL,
FINANCIAL AND ADMINISTRATIVE SERVICES AFTER OUR AGREEMENT WITH THE MGS
GROUP EXPIRES.

Under our management agreement with the MGS Group, various MGS
Group companies provide us with selected administrative, financial
reporting, tax, information system, and human resources services. In
order to continue to operate, we will need to maintain the agreement
with the MGS Group after its December 31, 2006 termination date or
develop the capability to provide these services internally. If our
management agreement is not renewed, we may not be able to develop
these services at comparable costs after expiration of these
agreements.

THERE ARE RISKS ASSOCIATED WITH OUR INDUSTRY AND, IN PARTICULAR, OUR
BUSINESS

WE ARE DEPENDENT ON THE MGS GROUP FOR THE DEVELOPMENT AND RETENTION OF
OUR BUSINESS.

We have been and will continue to be dependent on the MGS Group to
a significant degree for marketing, technical, and manufacturing
support. We are currently dependent on the sales and marketing efforts
of the companies within the MGS Group to obtain purchase orders and we
<PAGE>
rely on the resources of the MGS Group for technical and manufacturing
support.

LONG-TERM CONTRACTS ARE NOT TYPICAL IN OUR INDUSTRY AND REDUCTIONS,
CANCELLATIONS, OR DELAYS IN CUSTOMER ORDERS WOULD ADVERSELY AFFECT OUR
PROFITABILITY.

As is typical in the plastics manufacturing industry, we do not
obtain long-term contracts or commitments from our customers. Instead,
we work closely with customers to develop nonbinding forecasts of the
future volume of orders and rely on purchase orders. Customers may
cancel their orders, change production quantities from forecast
volumes, or delay production for a number of reasons beyond our
control. Significant or numerous cancellations, reductions, or delays
in orders by customers would have a material adverse effect on our
results of operations and financial condition. In addition, because
many of our costs are fixed, a reduction in customer demand could have
an adverse affect on our gross profit margins and operating income.

TERMINATION OF OUR RELATIONSHIP WITH MOTOROLA, INC. WOULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR REVENUES AND RESULTS OF OPERATIONS.

In 1999, we received approximately 56% of our manufacturing revenue
from our relationship with six divisions of Motorola, Inc. to produce
plastic parts for its cellular telephones and pagers. If Motorola was
to experience a significant downturn in its cellular telephone or pager
businesses, was otherwise unable to honor its obligations to us, or
chose to contract with additional manufacturers, our business would be
disrupted and our results of operations and financial condition would
be materially adversely affected.

We have a five-year agreement with ITW Paslode, Cordless Tool
Group, a division of Illinois Tool Works, Inc. to supply plastic
components. We will occupy a portion of the Paslode facility without
direct rent expense as part of the agreement. We expect that sales to
Paslode under the agreement will exceed 10% of our revenue in fiscal
2000.
10

The early termination of this agreement would have a material adverse
effect on our future operations and financial condition.

Sales to MGS Group companies represented approximately 22.6% of our
revenue in 1999. A decrease in the MGS Group's business and,
accordingly, a reduction in our sales to MGS Group companies, would
have a material adverse effect on our results of operations and
financial condition.

FAILURE TO DEVELOP NEW OR EXPAND EXISTING PRODUCTION ORDERS WILL IMPAIR
OUR ABILITY TO GROW AND ADVERSELY AFFECT OUR PROSPECTS.

Our growth depends to a significant degree upon our ability to
develop new customer relationships or to expand existing relationships
with current customers. We cannot guarantee that new customers will be
found, that any such new relationships will be successful when they are
in place, or that business with current customers will increase. If
<PAGE>
these and other programs are not successful, our results of operations,
financial condition, and prospects could be materially adversely
affected.

COMPETITION IN OUR INDUSTRY MAY HINDER OUR ABILITY TO EXECUTE OUR
BUSINESS STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS
WITH EXISTING CUSTOMERS.

We operate in an industry that is highly competitive, with no
single plastics manufacturer having a dominant position. We compete
against numerous other domestic and foreign providers of plastics
manufacturing services, some of which are more established in the
industry and have substantially greater revenues or resources than we
do. Competition could cause price reductions, reduced profits or
losses, or loss of market share, any of which could have a material
adverse effect on our business. To compete effectively in the future,
we must:

<circle> provide technologically advanced manufacturing services;
<circle> maintain strict quality standards;
<circle> offer geographic flexibility in production and delivery;
<circle> respond flexibly and rapidly to customers' design and
schedule changes; and
<circle> deliver products on a reliable basis at competitive
prices.

Our inability to do any of these things could materially adversely
affect our ability to execute our business strategy and develop new
customers. We also face competition from the manufacturing operations
of our current and potential customers who are continually evaluating

the relative merits of internal manufacturing versus outsourcing. A
shift away from outsourcing on behalf of our current or potential
customers could materially adversely affect our results of operations
and financial condition.

OUR REVENUES AND INCOME COULD DECLINE DUE TO OVERCAPACITY IN THE
PLASTICS INDUSTRY, GENERAL ECONOMIC TRENDS, AND/OR DECLINES IN BUSINESS
OR CONSUMER SPENDING.

We enter into purchase order contracts with our customers in which
we agree to produce plastic parts at a stated price per part. Although
these are often parts for technical components and are somewhat
resistant to economical cycles, many of the industries which we serve
and expect to serve are cyclical. Spending for products for which we
now produce parts or components may decline during recessionary periods
because of the discretionary nature of consumer and business spending.
The price which we can obtain in our purchase order contracts could also
fall if the plastics manufacturing industry creates excess capacity for
plastic parts. This could significantly reduce our cash flow and could
have a material adverse effect on our results of operations and our
financial condition. We cannot assure you that the prices we are able
to obtain under our purchase orders will not decline in the future.
<PAGE>
OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE
PARTICULAR TO INTERNATIONAL OPERATIONS.

Approximately 40% of our revenue in fiscal 1999 was derived from
sales outside of the United States. We expect that foreign sales in
fiscal 2000 and subsequent years will not exceed 20% of our revenue.
A significant portion of our foreign sales are made to customers who
have U.S. operations, but who assemble components or end-use products
offshore for sale in the U.S. International sales (and the
international operations of our customers) are subject to inherent
risks, which may adversely affect us, including:

<circle>fluctuations in the value of currencies;
<circle>unexpected changes in and the burdens and costs of
compliance with a variety of foreign laws;
<circle>political and economic instability;
<circle>increases in duties and taxation;
<circle>limitations on imports or exports; and
<circle>reversal of the current policies (including favorable tax
and lending policies) encouraging foreign investment or
foreign trade by our host countries.

OUR OPERATING RESULTS CAN BE ADVERSELY EFFECTED BY CHANGES IN THE COST
OR AVAILABILITY OF RAW MATERIALS.

In turn-key manufacturing, we provide both the equipment and the
manufacturing and engineering services. As a result, we often bear the
risk of fluctuations in materials costs, scrap, and excess inventory,
each of which can affect our gross profit margins and liquidity.
We forecast our future needs based upon the anticipated needs of our
customers. Inaccuracies in making these forecasts or estimates could
result in a shortage or an excess of materials, which could affect
production schedules, margins and profitability.

Some of the products we manufacture require particular types of
plastic. Supply shortages for a particular type of plastic can delay
production or cause cost increases in the services we provide.

WE MAY NEED ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE, OR WHICH
MAY DILUTE THE OWNERSHIP INTERESTS OF INVESTORS.

To date, we have sold stock to outside investors and have borrowed
money from, or sold stock to, other companies in the MGS Group in order
to meet our working capital needs. We have limited funds. Without the
proceeds of the offering or additional debt financing, our funds will
be inadequate to implement our current business plan. We will require
substantial working capital to fund our current business and maintain
the level of growth we experienced in 1999. We expect that we will
need to raise additional capital through the sale of additional
securities later in fiscal year 2000 in order to provide funding for
our planned expansion in fiscal year 2001. If we raise additional
funds through the issuance of stock or other equity-related securities,
those securities may have rights, preferences or privileges senior to
those of the rights of the common stock and you may experience
<PAGE>
additional dilution.

Our ultimate success will depend heavily on our ability to raise
additional capital or secure financing on favorable terms. No
commitments to provide additional funds have been made by management or
other stockholders. We have negotiated financing to meet our
short-term needs, but we have not investigated the availability, source
or terms that might govern additional financing from a bank or other
commercial lender. When additional capital is needed, there is no
assurance that funds will be available from any source or, if
available, that funds can be obtained on terms acceptable to us. If
these funds are not available, our operations would be severely
limited, and we would be unable to implement our business plan.

Even if commercial financing is available to meet our additional
working capital needs, lenders almost always impose restrictions of a
type which may limit our operational flexibility in the future. In
addition, indebtedness may increase our vulnerability to general
adverse economic and industry conditions by limiting our flexibility in
planning for and reacting to changes in our business and industry.
Typically, lenders would seek to limit our ability, among other things,
to:

<circle> incur additional indebtedness;
<circle> enter into transactions with affiliates;
<circle> pay dividends and make distributions;
<circle> enter into sale and leaseback transactions;
<circle> issue stock of subsidiaries;
<circle> make capital expenditures;
<circle> make investments;
<circle> repurchase stock;
<circle> create liens;
<circle> merge or consolidate our company; and/or
<circle> transfer and sell assets.

SUCCESSFUL IMPLEMENTATION OF OUR BUSINESS STRATEGIES DEPENDS ON OUR
ABILITY TO SUCCESSFULLY ACQUIRE ADDITIONAL COMPANIES

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES WHICH
MAY INTERRUPT OUR BUSINESS OPERATIONS.

The acquisition of additional mold makers and injection molding
capacity are essential parts of our business strategies. Acquisitions
involve numerous risks, including some or all of the following:

<circle>difficulty in integrating operations, technologies,
systems, and products and services of acquired companies;
<circle>diversion of management's attention and increased demands on
our administrative, technical, and financial personnel
resources and systems;
<circle> increased expenses and working capital requirements;
<circle>entering markets in which we have no or limited prior
experience and where competitors in such markets have
stronger market positions;
<PAGE>
<circle> potential loss of key employees and customers of acquired
companies; and

<circle> financial risks, such as
<circle> potential liabilities of the acquired businesses;
<circle> the dilutive effect of the issuance of additional
equity securities;
<circle> the incurrence of additional debt;
<circle> the financial impact of amortizing or writing off
goodwill and other intangible assets involved in any
transactions that are accounted for using the
purchase method of accounting; and
<circle> possible adverse tax and accounting effects.

The difficulties of integrating acquired businesses may be further
complicated by the geographic distances between facilities. The
occurrence of any one or a combination of these risks may adversely
affect our ability to operate our business successfully and produce
consistent financial results. In addition, during the integration of
an acquired company, our financial performance may suffer from
disruption of operations and the financial impact of expenses necessary
to close the transaction and realize benefits from the acquisition.

WE MAY NOT BE ABLE TO IDENTIFY, FINANCE, AND CLOSE ANY FUTURE
ACQUISITIONS.

The acquisition of additional mold makers and injection molding
capacity are essential parts of our business strategies. Competition
for attractive companies in our industry is substantial. In executing
this part of our strategy, we may experience difficulty in identifying
suitable acquisition candidates or in completing selected transactions.
In addition, current or future credit facilities may restrict our
ability to acquire the assets or business of other companies. If we
are able to identify acquisition candidates, such acquisitions may be
financed with cash or substantial borrowings. The use of cash or
borrowings may affect our financial liquidity. In addition, we may
choose to finance transactions with potentially dilutive issuances of
equity securities.

WE HAVE HAD OPERATING LOSSES SINCE THE INCEPTION OF OUR BUSINESS

As of September 30, 1999, we had an accumulated deficit of
$1,252,930. We have had net losses in the two years in which we have
been in operation. We expect to incur substantial costs in connection
with the planned expansion of our business in fiscal 2000 and 2001. As
a result, we do not expect to be profitable in 2000 and only marginally
profitable in 2001. We cannot guarantee that we will be profitable in
periods after 2001. If we are not profitable, the price which other
investors may be willing to pay for our common stock would be adversely
affected. For a discussion of our results of operations, please turn
to "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

15
<PAGE>
OUR FAILURE, OR THE FAILURE OF OUR SUPPLIERS OR CUSTOMERS, TO ADDRESS
INFORMATION TECHNOLOGY ISSUES RELATED TO THE YEAR 2000 COULD ADVERSELY
AFFECT OUR OPERATIONS AND PROSPECTS

There is a risk that our computer systems and those of one or more
of the MGS Group, our third-party vendors, and customers, may be unable
to recognize the change of the date to the year 2000. If one or more
of these systems are unable to recognize the year 2000, it could
adversely affect our business in a number of significant ways. We rely
on information technology supplied by third parties. The MGS Group,
our suppliers, and customers are also dependent upon their own
internally developed information technology and third-party systems.
Year 2000 problems affecting either our systems or those of the MGS
Group, our suppliers, or customers could materially adversely affect
our business.

We believe that our information technology systems are year 2000
ready. However, we cannot guarantee that our systems will be year 2000
ready, that the systems of the MGS Group or our suppliers and customers
will be year 2000 ready, or that there will not be significant problems
among information technology systems generally. Given the potentially
pervasive nature of the year 2000 problem, we cannot guarantee that
disruption in other industries and market segments will not adversely
affect our business. See "Management's Discussion and Analysis - Year
2000"

INVESTMENT RISKS

WE MAY NOT BE ABLE TO SELL ALL OF THE COMMON STOCK IN THIS OFFERING AND
MAY NEED TO BORROW ADDITIONAL FUNDS IN ORDER TO MEET OUR OBJECTIVES FOR
FISCAL YEAR 2000; AS A RESULT WE MAY BE UNABLE TO SATISFY OUR IMMEDIATE
CAPITAL AND LIQUIDITY REQUIREMENTS AND THE IMPLEMENTATION OF OUR
BUSINESS PLAN MAY BE DELAYED.

This offering is not underwritten, there is no minimum number of
shares which must be sold before proceeds of the offering are made
available to us, and there is no assurance that we will be able to sell
all or a substantial portion of the shares being offered. Under "Use
of Proceeds" we describe the expected application of the proceeds of
this offering. Additional information concerning the use of these
funds and our plan to expand our operations are described under
"Business." To the extent we are unable to sell 500,000 shares, we
will be required to borrow additional funds from commercial lenders or
seek financing from the MGS Group in order to realize our business
expansion plans within the time frame anticipated by our strategic
plan. Accordingly, if we are not able to secure alternative financing,
our plan to expand our business operations will be delayed for an
undetermined period of time. See "Use

of Proceeds." All of the pro forma information set forth in this
prospectus assumes the sale of 500,000 shares.

WE MAY RETAIN A CONTINGENT LIABILITY IN CONNECTION WITH OUR OFFER TO
REPURCHASE COMMON STOCK FROM CERTAIN STOCKHOLDERS; AS A RESULT, WE MAY
<PAGE>
BE UNABLE TO SATISFY OUR FUTURE CAPITAL AND LIQUIDITY REQUIREMENTS.

The common stock sold by us and certain of the MGS Group companies
during the period from August 6, 1999 through September 30, 1999, was
not registered under federal and state securities laws. We are
offering to repurchase these shares. Persons who return these shares
to us will receive the price they paid for the shares, plus interest
from the date of their purchase. If this offer is accepted by all of
the purchasers, we could be required to make payments to the holders of
these shares of approximately $1.95 million plus statutory interest.
We do not expect these stockholders to return their shares. Mr.
Sellers and the MGS Group have agreed to assume our obligation to
purchase shares which are returned by stockholders who accept our
repurchase offer. Accordingly, we do not expect to be required to use
a portion of the proceeds from this offering to make any such payments.
Federal securities laws do not expressly provide that a rescission
offer will terminate a purchaser's right to rescind a sale of stock
which was not registered as required. If any or all of these
stockholders reject the rescission offer, we may continue to be liable
under federal securities laws for up to an aggregate amount of
approximately $1.95 million plus statutory interest. See "Rescission
Offer."

YOU MAY NOT BE ABLE TO RESELL YOUR COMMON STOCK, OR MAY HAVE TO SELL IT
AT A DISCOUNT, BECAUSE IT IS NOT EXPECTED THAT AN ACTIVE TRADING MARKET
WILL BE DEVELOPED OR MAINTAINED.

No public market currently exists for our common stock. It is not
expected that a market for the common stock will develop or be
maintained following this offering. As a result, you may not be able
to sell your shares of common stock or may have to sell them at a
discount.

THE PRICE OF OUR COMMON STOCK COULD FLUCTUATE SUBSTANTIALLY.

In the absence of an active market, you can expect only limited and
sporadic transactions in our stock. Any such transactions will not be
publicly reported. The value of the common stock will therefore be
affected by the limited ability of investors to buy or sell the common
stock. In addition to the effects that this lack of liquidity may have,

we believe that the market value of our common stock will also be
affected by a number of factors, both within and outside our control.
Some of these additional factors that could affect the market value our
common stock include:

<circle>announcements of developments related to our business or
our competitors' or customers' businesses;
<circle>loss or cancellation of material purchase orders with our
customers;
<circle>fluctuations in our financial results;
<circle>general conditions or developments in the plastics
business;
<circle>potential sales of our common stock by us or our
<PAGE>
stockholders; and
<circle>announcements by third parties of significant claims or
proceedings against us.

The future sale of a substantial number of shares of common stock,
or the perception that future sales could occur, could adversely affect
the future market price of or interest in our common stock.
Approximately 4,250,000 shares of our common stock will be outstanding
after completion of the offering and 5,000,000 additional shares of
common stock will be subject to currently exercisable options. All of
the common stock to be sold in this offering will be freely tradeable
without restriction or further registration under the federal
securities laws unless purchased by one of our "affiliates," as that
term is defined in Rule 144 under the Securities Act of 1933. Of the
remaining shares of outstanding common stock upon completion of the
offering, 2,471,610 shares, representing approximately 58.2% of the
outstanding common stock upon completion of this offering, will be
"restricted securities" under the Securities Act of 1933. These
restricted securities will be subject to restrictions on the timing,
manner and volume of sales of restricted shares.

We expect that we will need to raise additional capital through the
sale of additional securities later in fiscal year 2000 in order to
provide funding for our planned expansion in fiscal year 2001. We
cannot predict if future sales of our common stock or the availability
of our common stock for sale will adversely affect the market price for
our common stock or our ability to raise capital by offering equity
securities.

MR. SELLERS WILL CONTROL OUR COMPANY AND THIS CONTROL COULD INHIBIT
POTENTIAL CHANGES IN CONTROL OR CONFLICT WITH THOSE OF THE OTHER
HOLDERS OF OUR COMMON STOCK.

Following the sale of 500,000 shares in this offering, Mr. Sellers,
individually and through his direct or indirect ownership of the MGS
Group, will beneficially own or control approximately 53% of the voting
power of our outstanding common stock. Mr. Sellers, or companies in
the MGS Group, also have options to purchase an additional 5,000,000

shares at a price of $10.00 per share. As a result, Mr. Sellers will
have the practical ability to control the outcome of all matters
requiring stockholder approval, including the election and removal of
our entire board of directors, any merger, consolidation or sale of all
or substantially all of our assets, and the ability to control our
management and affairs. This concentrated control could discourage
others from initiating any potential merger, takeover, or other change
in control transaction that other stockholders may consider beneficial.
As a result, the market price of our common stock and its liquidity
could be further adversely affected. In addition, the interests of the
MGS Group and Mr. Sellers could conflict with the interests of the
other holders of the common stock.

SOME OF THE PROVISIONS OF OUR CURRENT ARTICLES OF INCORPORATION AND BY-
LAWS (AND SOME PROPOSED CHANGES TO THESE DOCUMENTS) COULD DISCOURAGE
<PAGE>
POTENTIAL ACQUISITION PROPOSALS AND COULD DELAY, DETER OR PREVENT A
CHANGE IN CONTROL.

Our articles of incorporation and by-laws may have the effect of
making it more difficult for a third party to acquire, or could
discourage a third party from attempting to acquire, control of the
company. For example, we intend to amend our articles of incorporation
and by-laws to provide that only one-third of our board of directors is
to be elected at each annual meeting of stockholders and to require
that two-thirds of the shares be voted for a merger or sale of the
company's assets. In addition, stockholders must give advance notice
of any intention to nominate a candidate for election as a director or
to bring matters before a meeting of stockholders. See "Description
of Common Stock."

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION.

The price at which we are offering to sell you our common stock is
substantially higher than the net tangible book value of each
outstanding share. If you purchase common stock in this offering, you
will experience immediate and substantial dilution. The dilution will
be $9.53 per share in net tangible book value of our common stock from
the initial public offering price. If outstanding options to purchase
shares of common stock are exercised, there would be further dilution.
See "Dilution," "Management," and "Related Party Transactions and
Conflicts of Interest" for information regarding outstanding stock
options and additional stock options which may be granted.

The authorized shares of common stock remaining after completion of
the offering could also be issued by our board of directors for a
variety of other corporate purposes, including anticipated future
offerings to raise additional capital, future acquisitions, defenses to
unfriendly corporate acquisitions, and stock option and other stock

grant plans. In the event that we decide to issue additional shares
for other corporate purposes, the ownership percentage and voting power
represented by each share of common stock would be reduced.

THERE IS NO LIKELIHOOD THAT WE WILL PAY CASH DIVIDENDS ON THE COMMON
STOCK FOR THE FORESEEABLE FUTURE.

We have never paid a cash dividend on our common stock. It is
unlikely that we will pay any cash dividends for the foreseeable
future.

STOCKHOLDERS MAY SHARE A LIABILITY FOR UNPAID WAGES UP TO THE AMOUNT
PAID FOR THE COMMON STOCK.

Under Wisconsin law, stockholders of a Wisconsin corporation are
personally liable in an amount equal to the consideration paid for
their shares for amounts owed to employees for past services performed
for the company. This potential liability cannot exceed wages for six
months' service for any employee.
<PAGE>
OUR MANAGEMENT WILL HAVE SUBSTANTIAL DISCRETION OVER THE USE OF THE
PROCEEDS FROM THIS OFFERING

The net proceeds of our sale of 500,000 shares of common stock in
this offering will be approximately $6 million, after deducting
estimated offering expenses of $150,000. Our management will retain
broad discretion as to the use of those proceeds and the funds we
intend to borrow. We intend to use a substantial portion of the net
proceeds from this offering for general corporate purposes related to
the expansion of our business, but we do not have specific plans
concerning the use of all funds or the timing of their application.
The failure of our management to apply these funds effectively could
have a material adverse effect on our business, results of operations
and financial condition. For more information, see "Use of Proceeds."

WE HAVE A SHORT OPERATING HISTORY, WE HAVE NEVER OPERATED AS A PUBLIC
COMPANY, AND THE OBLIGATIONS INCIDENT TO BEING A PUBLIC COMPANY WILL
REQUIRE ADDITIONAL EXPENDITURES

We were incorporated in 1996 and did not begin plastic
manufacturing operations until November, 1997. We have made
significant investments in equipment and facilities, personnel
additions, and organizational changes, and have experienced significant
growth. Accordingly, we have only a limited operating history for
potential investors to consider.

Prior to this offering, we have never been a public company. We
expect that the obligations of being a public company, including
substantial public reporting obligations, will require significant
additional expenditures, place additional demands on our management,
and may require the hiring of additional personnel. As part of this
process, we will be required to implement financial reporting systems
and other controls which we have not previously used. We may need to
implement additional systems in order to adequately function as a
public company. Such expenditures could adversely affect our financial
condition and results of operations.

IF WE ARE NOT ABLE TO EFFECTIVELY MANAGE OUR GROWTH, OUR RESULTS OF
OPERATIONS, FINANCIAL CONDITION, AND PROSPECTS COULD DECLINE

Our rapid growth since 1997 has placed significant demands on our
management and other resources. If we continue to experience rapid
growth, we will require significant additional investment in personnel,
systems, and related capital expenditures. We may not be able to
recruit adequate personnel, or properly train, integrate, or manage our
growing employee base, implement new systems (including those for
transaction processing and operational and financial management), or
invest in capital expenditures in a timely and effective manner. If we
fail to effectively manage and continue this growth, our results of
operations, financial condition, and prospects could decline.

SPECIAL NOTE WITH RESPECT TO
FORWARD-LOOKING INFORMATION
<PAGE>
We have made some statements in this prospectus, including some
under "Prospectus Summary," "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations,"
"Business" and elsewhere, which constitute forward-looking statements.
These statements involve known and unknown risks, uncertainties, and
other factors that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any
results, levels of activity, performance, or achievements expressed
or implied by any forward-looking statements. These factors include,
among other things, those listed under "Risk Factors" and elsewhere in
this prospectus. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could,"
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these terms or
other comparable terminology. Although we believe that the
expectations reflected in forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the
forward-looking statements after the date of this prospectus.

USE OF PROCEEDS

We estimate the net proceeds to us from the sale of the 500,000
shares of common stock offered in this prospectus for cash to be
approximately $6 million, after deducting estimated offering expenses
of approximately $150,000. We plan to use the net proceeds from this
offering, along with bank financing, for the following purposes:

<circle>Approximately $10,000,000 is expected to be used to
acquire additional production machinery and equipment for our
Germantown, Wisconsin facilities and to meet the requirements
of our agreement with Illinois Tool Works to produce parts for
its Paslode Cordless Tool Group (See "Business");
<circle>Approximately $4,000,000 is expected to be used to
acquire tooling and injection molding equipment for our new
facility in Fort Worth, Texas;
<circle>To acquire additional manufacturing facilities and
equipment; and
<circle>Over time, for general corporate purposes including
cash flow.

22
<PAGE>
The sources of funds and use of proceeds from this offering is expected
to be as follows:
<TABLE>
<CAPTION>
<S> <C>
Source of Funds
Offering Proceeds $ 6,000,000
Term Debt and Lease
Financing{(1)} 17,000,000 {(3)}
$23,000,000
Use of Proceeds
Purchase and/or Lease of
Production
Equipment and Machinery and
Leasehold Improvements $20,000,000 {(3)}
Purchase and/or Lease of Office
Equipment and Furnishings 1,000,000 {(3)}
Lease Deposit - Building 50,000 {(3)}
Lease Deposit - Equipment 500,000 {(3)}
Offering Expense 150,000 {(4)}
Working Capital 1,300,000
$23,000,000
<FN>
(1)We have a line of credit from a commercial bank in the amount of
$2,000,000. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
(2)We have offered to repurchase up to 722,490 shares of common stock
at an average price of $2.70 per share. These shares were offered
and sold without registration under federal or state securities
laws. We do not anticipate that stockholders will accept this
offer. Mr. Sellers and the MGS Group have agreed to assume our
obligations under our repurchase offer. See "Rescission Offer."
(3)Application of funds and the additional debt and lease financing is
expected to be completed by September, 2000.
(4)Estimated legal, printing and accounting services and blue sky fees.
</TABLE>
As of the date of this prospectus, we have not determined the specific
allocation of the uses of approximately $8.3 million of the net
proceeds we will receive upon completion of this offering and full
funding of our bank and lease financing and there is no business plan
with respect to the specific use of these proceeds. Accordingly, our
management will have broad discretion in the application of the
remainder of the net proceeds. Pending these uses, we intend to invest
the remainder of the net proceeds in short-term, interest-bearing,
investment-grade securities.

DIVIDEND POLICY

We anticipate that we will retain all of our earnings in the
foreseeable future to finance the continued growth and expansion of our
businesses. We have no current intention to pay cash dividends. Our

future dividend policy will depend on our earnings, capital requirements,
<PAGE>
requirements of the financing agreements to which we may be a party,
financial condition, and other factors considered relevant by our board
of directors.

CAPITALIZATION

The following table sets forth our capitalization as of September
30, 1999 on an actual and pro forma basis.

<circle>The pro forma column reflects our capitalization as set
forth in the actual column, the issuance of 500,000 shares of
common stock offered in this prospectus, and our receipt and
use of the estimated net proceeds from the sale of these
shares, as if this offering had been completed on September 30,
1999.

<circle>The pro forma as adjusted data gives effect to the
exercise of options with respect to 5,000,000 shares at a price
of $10.00 per share as if such exercise occurred on September
30, 1999. See "Management - Option Exercises and Holdings."

This table should be read together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our
consolidated financial statements and related notes included elsewhere
in this prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
Pro forma
ACTUAL PRO FORMA AS ADJUSTED
(In thousands)
<S> <C> <C> <C>
Stockholders' Equity:
Common stock, no par value per share;
15,000,000 shares authorized, shares
outstanding: 3,750,000 (actual),
4,250,000 (pro forma), and
9,250,000 (pro forma, as adjusted) 6,670 12,520 62,520
Stock subscriptions receivable (784) (784) (784)
Accumulated deficit (1,253) (1,253) (1,253)
Total stockholders' equity 4,633 10,483 60,483

Total capitalization $ 4,633 $ 10,483 $ 60,483
</TABLE>
24

DILUTION

Our net tangible book value as of September 30, 1999 was
approximately $4,633,000 or $1.24 per share based on an aggregate of
3,750,000 shares of common stock outstanding. Net tangible book value
per share is determined by dividing the number of outstanding shares of
common stock into our net tangible book value, which is our total
tangible assets less total liabilities.

After giving effect to the sale of the 500,000 shares of common
<PAGE>
stock offered in this prospectus, before deducting estimated offering
expenses, and based on an offering price of $12.00 per share, our net
tangible book value as of September 30, 1999 would have been
$10,483,000, or $2.47 per share. This represents an immediate dilution
of $9.53 per share to new investors purchasing shares of common stock
at the initial offering price. Additionally, if all options which are
outstanding as of the date of this prospectus were exercised as of
September 30, 1999, our net tangible book value would have been
$60,483,000 or $6.54 per share. This represents an immediate dilution
of $5.46 per share to new investors purchasing shares of common stock
at the initial offering price. The following table illustrates this
per share dilution on a pro forma and pro forma as adjusted basis:
<TABLE>
<CAPTION>
Pro forma
PRO FORMA AS ADJUSTED
<S> <C> <C>
Offering price per share $12.00 $12.00

Net tangible book value per share
as of September 30, 1999 $ 1.24 $ 6.24
Increase in net tangible book value per
share attributable to new investors $ 1.23 $ 0.30
Pro forma net tangible book value per
share after this offering $ 2.47 $ 6.54
Dilution per share to new investors $ 9.53 $ 5.46
</TABLE>
The following table summarizes, as of September 30, 1999 on the pro
forma basis described above, the number of shares of common stock

purchased from us, the total consideration paid to us or accrued under
subscription agreements, and the average price per share paid by
existing stockholders and by investors purchasing shares of common
stock in this offering at $12.00, before deducting the estimated
offering expenses:
<TABLE>
<CAPTION>
Total Cash
SHARES CONSIDERATION AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE PER SHARE
<S> <C> <C> <C> <C> <C>
Existing stockholders 3,750,000 88.2% 6,670,028 52.6% $ 1.78

New investors 500,000 11.8% 6,000,000 47.4% $12.00

Total 4,250,000 100% 12,670,028 100% $ 2.98
</TABLE>
<PAGE>
The following table summarizes, as of September 30, 1999 on the
adjusted pro forma basis described above, the number of shares of
common stock purchased from us, the total consideration paid to us or
accrued under subscription agreements, and the average price per share
paid by existing stockholders, by investors purchasing shares of common
stock in this offering at $12.00, before deducting the estimated
offering expenses, and by the exercise of all outstanding options:
<TABLE>
<CAPTION>
SHARES CONSIDERATION AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE PER SHARE
<S> <C> <C> <C> <C> <C>
Existing stockholders 3,750,000 40.5% 6,670,028 10.6% $ 1.78

New investors 500,000 5.4% 6,000,000 9.6% $12.00

Options exercised 5,000,000 54.1% 50,000,000 79.8% $10.00

Total 9,250,000 100% 62,670,028 100% $ 6.78
</TABLE>
26
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

In the following table, we provide you with our selected historical
and pro forma consolidated financial data. The following selected
consolidated statement of operations data for the years ended September
30, 1998 and 1999 and the consolidated balance sheet data as of
September 30, 1998 and 1999 are derived from our financial statements
that have been audited by Wolf & Company - Milwaukee, S.C., independent
public accountants and are included elsewhere in this prospectus.

In the following table, we also provide you with the following pro
forma information:

<circle>The pro forma as adjusted data (fully diluted) gives effect
to the exercise of options with respect to 5,000,000 shares
at a price of $10.00 per share as if such exercise occurred
on September 30, 1999. See "Management - Option Exercises
and Holdings."

<circle>The pro forma data does not include a dollar amount
attributable to the contingent liability relating to our
sale of unregistered shares of common stock. See
"Rescission Offer."

The following financial data should be read in conjunction with,
and is qualified by reference to, "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and our consolidated
financial statements and the related notes to those financial statements
which are included elsewhere in this prospectus.
27
<PAGE>
<TABLE>
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)
<CAPTION>
Year Ended Pro forma
SEPTEMBER 30, PRO FORMA AS ADJUSTED
1998 1999 1999 1999
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS
OF OPERATIONS DATA:
Revenues
Trade $ 203 $5,778
Related parties 647 1,687
Total revenues 850 7,465
Cost of goods sold
Trade 354 4,575
Related parties 1,155 3,037
Total cost of goods sold 1,509 7,612
Gross profit (659) (147)
Operating expenses
Trade 74 623
Related parties 205 172
Total operating expenses 279 795
(Loss) from operations (938) (942)
Interest and other income (expense),
net (43) 26
(Loss) before income tax expense (981) (916)
Income tax benefit 402 337
(Loss) before cumulative effect of
accounting change (579) (579)
Cumulative effect of accounting
change, net of tax 0 (95)
Net (loss) (579) (674)
Per basic share:
Loss before cumulative effect of
accounting change $(0.24) $(0.22) $(0.19)
Cumulative effect of accounting change (0.04) (0.03)
Net loss ($0.24) ($0.26) ($0.22)

Per diluted share:
Loss before cumulative effect of
accounting change $(0.20) $(0.19) $(0.16)
Cumulative effect of accounting change (0.03) (0.03)
Net loss $(0.20) $(0.22) $(0.19)
Shares in computing basic net loss
per share 2,432 2,614 3,114
Shares used in computing diluted
net loss per share 2,932 3,114 3,614

CONSOLIDATED BALANCE
SHEET DATA:
Cash and cash equivalents $ 10 $ 246 $ 6,096 $56,096
Total current assets 147 4,428 10,278 60,278
Total current liabilities 823 4,054 4,054 4,054
Noncurrent liabilities 0 0 0 0
Stockholders' equity 1,066 4,633 10,483 60,483
</TABLE>
<PAGE>
28

NOTES TO SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

(1)As of September 30, 1997, we were still a development stage company
that had not commenced operations. The proceeds of our first stock
offering were held in escrow until September 14, 1997. We then paid
legal and accounting invoices related to organizing the company and
the first offering. No other transactions took place during the
fiscal year ended September 30, 1997.

(3)All shares outstanding and earnings per share have been
retroactively restated to reflect the 3-for-1 stock split on
September 30, 1999.

RESCISSION OFFER

SALE OF UNREGISTERED COMMON STOCK - THE "RESCISSION SHARES"

During the period from August 6, 1999 through September 30, 1999,
722,490 shares of common stock were offered and sold by us and certain
MGS Group companies to individual investors. These shares were sold
without registration or qualification under federal and state
securities laws. All shares of common stock sold during the August 6,
1999 through September 30, 1999 period by us and the MGS Group
companies (and any shares received as a stock dividend paid on those
shares), will be referred to as the "RESCISSION SHARES" to
differentiate them from the shares of common stock being offered by
this prospectus for cash. Approximately 98.8% of all of the Rescission
Shares were sold in Wisconsin. A limited number of Rescission Shares
were also sold in Illinois, North Dakota, and California.

RIGHTS OF HOLDERS OF RESCISSION SHARES

Investors who purchased Rescission Shares may have the right under
both federal and state securities laws to return their Rescission
Shares to us (or the selling MGS Group company) and receive the amount
paid for the shares, plus interest under applicable state law from the
date of purchase through the date on which we refund the purchase
price. Under federal law, purchasers of Rescission Shares generally
have one year from the date of purchase to exercise this right. The
time period to exercise this right varies from two years in California,
to three in Wisconsin and Illinois, and five in North Dakota.

State rescission rights are governed by the laws of the state in
which the sale of common stock was made. The applicable law governing
the rights of purchasers of the Rescission Shares are Section 12(a)(1)
of the Securities Act, Section 551.59 of the Wisconsin Uniform
Securities Law, Section 13 of the Illinois Securities Law of 1953,

29
<PAGE>
Section 10-04-17 of the North Dakota Securities Act of 1951, and
Section 25507 of the California Corporation Code.

OUR OFFER TO REPURCHASE THE RESCISSION SHARES

We are offering to repurchase the Rescission Shares from all
holders. This offer to repurchase the Rescission Shares will expire
on _________, 2000. Holders of Rescission Shares may accept our offer
to repurchase their shares prior to __________, 2000 by returning to us
(1) certificates representing the Rescission Shares and (2) an
Acceptance Form which has been delivered to each holder along with a
copy of this prospectus. Each Acceptance Form specifies the number of
Rescission Shares which we believe are registered in the holder's name.
Each holder who accepts our offer to repurchase his or her Rescission
Shares will be entitled to receive the amount paid for the Rescission
Shares, plus interest determined under applicable state law from the
date of purchase by the holder through the date of our repurchase.
The Acceptance Form will specify for each holder the particular
interest rate or other terms required under the applicable state law
in order for the rescission offer to extinguish such holder's state
law claims for sale of the Rescission Shares without registration under
state law.

If accepted by all holders of Rescission Shares, our rescission
offer could require us to make aggregate payments to the holders of the
Rescission Shares of up to $1,951,360 plus statutory interest. Mr.
Sellers has agreed to assume our obligation to purchase all Rescission
Shares returned by stockholders who purchased Rescission Shares from us.
Each of the applicable MGS Group companies has agreed to assume our
obligation to purchase Rescission Shares returned by stockholders who
purchased Rescission Shares from such MGS Group company. As of the
date of this prospectus, we do not expect that any holder of Rescission
Shares will exercise this right.

EFFECT OF RESCISSION OFFER

Under the laws of the states of Wisconsin, Illinois, North Dakota,
and California, an offer to purchase the Rescission Shares which
complies with the terms of the applicable state statute governing such
offers will terminate the purchaser's rights to return their Rescission
Shares and receive a refund of the purchase price plus interest. This
termination of the purchaser's rights to return the Rescission Shares
will occur whether or not the holder accepts or rejects our offer to
repurchase the shares. Therefore, each holder of Rescission Shares
should carefully consider our offer. In effect, our offer permits the
holder to make a new investment decision with respect to the Rescission
Shares.

The Securities Act does not expressly provide that a rescission
offer will terminate a purchaser's right to seek damages in connection
with the sale of stock which was not registered under the Securities
Act as required. Accordingly, although we believe our liability under
state laws for the purchase price of the Rescission Shares up to an
aggregate amount of approximately $1.95 million plus statutory interest
<PAGE>
will terminate, we may continue to be contingently liable under the
Securities Act to any holders of Rescission Shares who do not accept
our offer. If we are sued, however, we intend to take the position in
court that our offer to repurchase the Rescission Shares precludes a
holder of Rescission Shares who did not accept the offer from making a
claim against us under the Securities Act.

Purchasers of Rescission Shares who do not accept our offer to
repurchase their shares will, for purposes of applicable federal and
state securities laws, be deemed to hold registered shares under the
Securities Act which will be freely tradeable as of the effective date
of this prospectus.

As of the date hereof, we are not aware of any claims against us or
any MGS Group company in connection with the sale of the Rescission
Shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our
audited financial statements and the notes thereto and the other
information included elsewhere in this prospectus. Certain statements
in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" are forward-looking statements contained
herein are based on current expectations and entail various risks and
uncertainties that could cause actual results to differ materially from
those expressed in such forward-looking statements. For a more
detailed discussion of these and other business risks, see "Risk
Factors." Also see "Special Note With Respect to Forward-Looking
Information" and "Business."

OVERVIEW

Our revenues are primarily derived from the sale of plastic
injection molded parts. The normal practice in the injection molding
industry is to be a custom molder, which involves only the
manufacturing of parts. However, we also generate revenues by assembly
and value-added operations. Our marketing efforts are dedicated towards
contract manufacturing of high precision and high quality parts, which
includes these assembly and value-added operations. We began
operations in November of 1997, and were

considered a development stage company through March of 1999. We
incurred losses from inception through June of 1999. These losses are
primarily due to costs associated with a start-up enterprise, training
costs, initial excess manufacturing capacity, higher than average
selling and administrative expenses and related costs. During the
fourth quarter of fiscal 1999 we were able to become profitable and we
expect present operations to be profitable in the future. However, our
fiscal 2000 operations are not expected to be profitable in total, as
we expect to incur start-up expenses related to our planned expansion
involving manufacturing facilities in Illinois and Texas.
<PAGE>
Research and development expenses include expenses for research,
design and development of the MGS Group's multi-shot process which
permits us to mold different types of plastic resin, typically with
different aesthetic and texture qualities, into a single plastic part.
Because of our relationship to the MGS Group, we have access to the
multi-shot technology and other related manufacturing processes.
Currently, research and development costs are not material and are
included in the cost of goods sold section of our income statements.

RESULTS OF OPERATIONS

SALES. For fiscal 1998, we were classified as a development stage
company. We did not realize monthly sales in excess of $100,000 until
August, 1998. This explains the rapid increase in sales of 778% from
fiscal 1998 to fiscal 1999. Designing and building tooling is a
service provided to our customers in order to obtain the piece part
production, and as a result, we do not realize significant profit
margins on tooling sales. Related party sales consist of machine time
and labor provided to our affiliates at competitive rates.

COST OF GOODS SOLD. Certain levels of available plant capacity are
required in order to compete in the plastic injection molding industry.
The type of customer we seek expects the molder to be able to perform
at a world class level prior to issuing a production order. The costs
associated with achieving this capacity and maintaining the highest
level of quality are substantial. Accordingly, cost of goods sold
increased from $1.5 million in fiscal 1998 to $7.6 million in fiscal
1999. From fiscal 1998 to fiscal 1999, material costs decreased from
35.7% to 26.4% as a percentage of sales, due to a change in our product
mix to items with lower material requirements. From fiscal 1998 to
fiscal 1999, labor as a percentage of sales decreased from 49.1% to
42.1%, although the total amount expensed increased from approximately
$417,000 to $3,143,000. The increase in sales required additional
labor shifts to be added, along with a substantial increase in machine
capacity and correspondingly, operators and technicians.

Through a substantial time commitment and cost, we obtained ISO
9002 certification during fiscal 1999. As a result of this
certification, additional resources were dedicated to this effort, and
are included in cost of goods sold.

TRAINING EXPENSES. In order to achieve the high standard of
quality parts that our customers require while simultaneously
undergoing a 778% increase in revenue, significant resources were
used to train all levels of employees. These expenses are not expected
to continue at similar levels in connection with our Wisconsin
operations, but we expect to incur significant training expenses as we
expand into Texas and other locations.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative
expenses increased from $279,000 in fiscal 1998 to $795,000 in fiscal
1999. This reflects our commitment to maintaining the highest level of
quality in our infrastructure, including management personnel,
facilities costs, marketing materials, and computer systems.
<PAGE>
Additionally, the rapid increase in employees caused us to incur
significant costs in human resource management. We do not anticipate
a proportionate increase in selling and administrative expenses as
compared to sales during fiscal 2000, now that this framework is in
place.

INTEREST EXPENSE. Interest expense was immaterial in fiscal 1998
and $22,000 in fiscal 1999. Interest expense relates to the
borrowings on our line of credit. We anticipate that interest will
increase significantly in fiscal 2000 as our sales, and correspondingly
our use of our credit facility, increase.

INCOME TAX EXPENSE. For both fiscal 1998 and 1999, we recorded a
tax benefit due to differences between book and tax accounting,
principally for our operating losses, organization costs, progress
receivables and depreciation.

ACCOUNTING CHANGE. In fiscal 1999, we adopted Statement of
Position 98-5 issued by the Accounting Standards Executive Committee.
Accordingly, we have charged all start-up costs to operations as of
October 1, 1998, including writing off all unamortized costs as of that
date. These costs included legal and accounting fees related to our
organization. Previously, in fiscal 1998, organization costs were
capitalized and amortized over 5 years.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our operations primarily through
private sales of equity securities, including sales to related parties.
To date we have received approximately $5.7 million in private and
related party funding. In addition, we have a bank $2 million line of

credit facility which bears interest at a rate of the 30 day
interbank Eurodollar market rate plus 225 basis points. We have
leased in excess of $10 million of equipment from affiliated entities,
and have received $1.8 million in advances from these same affiliated
entities.

Net cash used in operating activities totaled $248,000 for the year
ended September 30, 1998 and $2.1 million for the year ended September
30, 1999. Cash used in operating activities for each year resulted
primarily from net operating losses during those years and the
necessity of funding inventory and accounts receivable growth in excess
of our accounts payable growth.

Net cash used in investment activities totaled $1.4 million for the
year ended September 30, 1998 and $2.3 million for the year ended
September 30, 1999. Cash used in investment activities for each year
resulted primarily from the acquisition of leasehold improvements and
manufacturing equipment accessories, and lease deposits on
manufacturing equipment.

Net cash provided by financing activities totaled $1.6 million for
the year ended September 30, 1998 and $4.7 million for the year ended
<PAGE>
September 30, 1999. Cash provided by financing activities for each
year resulted primarily from issuances of common stock and draws on our
line of credit facility.

The fees payable under our management agreements are accrued and
payable in cash at termination of the agreements on December 31, 2006.
The amount accrued as of September 30, 1999, $415,772, was applied, by
consent of the parties, to offset amounts owed to us under various
stock subscription agreements which had been entered into in December,
1996. The September 30, 1999 accrued balance was, accordingly, not
reflected as an expense in our statements of income for such period.
The deferral of management fees reduces our current cash requirements.

We believe that the net proceeds from this offering, together with
current cash balances, cash flows from current operations, and
available term debt and/or lease financing will be sufficient to fund
our expected growth and related working capital and capital expenditure
requirements for the 2000 fiscal year. Without the expected proceeds
of this offering, we will require additional financing from commercial
lenders or the MGS Group to implement our expansion plans at the pace
that we currently anticipate. We currently anticipate the need to
raise additional capital through the issuance of additional equity
securities to implement our fiscal year 2001 business plan. See
"Business - Acquisitions and Expansion."

We do not expect our payment obligations which result from our offer
to repurchase shares as described under "Rescission Offer" to be
material. Should these purchases prove to be material it would shorten
the period of time through which our financial resources will be
adequate to support operations unless we secure additional financing or
secure additional capital.

Our forecast of the period of time through which our financial
resources will be adequate is a forward-looking statement that involves
risks and uncertainties. Our actual funding requirements may differ
materially from our forecast as a result of a number of factors
including our plans to expand our operations geographically and the
expansion of our value added and assembly operations. We cannot be
certain that additional funds will be available on satisfactory terms
when needed, if at all. If we are unable to raise additional necessary
capital in the future, we may be required to curtail our expansion
plans significantly.

We believe that our exposure to risk related to changes in interest
rates and equity prices is not material. At September 30, 1999, we did
not hold any short or long-term investments.

YEAR 2000

We have conducted a review of our computer systems and software to
identify any potential malfunctions due to misidentification of the
year 2000. MGS Group companies have also conducted a similar review.
We believe, as of this date, that all of our systems are year 2000
ready. We are not aware of any expected material disruption in our
<PAGE>
business relationships with suppliers or customers due to year 2000
readiness. However, we cannot independently verify the state of
readiness of these vendors, service providers, and customers and the
year 2000 readiness problem is an ongoing one.

We have identified alternative sources of supply to address any
failure of supply associated with our suppliers. We have not attempted
to evaluate the year 2000 compliance of our customers because we do not
think it is practicable to do so.

Excluding internal costs which are not tracked separately and are
therefore not readily determinable, we expect the costs of these year
2000 remedial actions to be immaterial. Based on current estimates, we
anticipate no future costs related to year 2000 issues.

The potential effect if we or third parties with whom we do
business are unable to timely resolve year 2000 issues is not
determinable, but we believe that our most reasonably likely year
2000 worst case scenario would involve:

<circle>short-term down time for some of our equipment as a result
of process control device malfunctions at our production
facilities;
<circle>temporary disruption of deliveries of supplies and products
due to truck shortages;
<circle>a lack of supplies from vendors we have identified as not
being sufficiently prepared for the year 2000;
<circle>temporary loss of customer orders; and
<circle>possible errors and delays, as well as increased labor
costs, associated with manually taking orders, scheduling,
production reporting and processing billing and shipping
information if our customers experience system failures.

We do not believe that the year 2000 issue will have a material
effect on our operations or those of our material third-party vendors
or customers. However, if we or any of our significant vendors or
customers do experience a year 2000 readiness problem, this could have
a material adverse effect on our profitability and liquidity. In some
cases, these vendors or customers could not be easily replaced, and we
may suffer a disruption in our business. These contingencies could
have a material adverse effect on our results of operations and
financial condition.

BUSINESS

OVERVIEW

We were incorporated in Wisconsin in December, 1996 for the purpose
of producing high volume, precision plastic parts in conjunction with
the engineering, design, manufacturing, and testing services provided
by the MGS Group. Through TecStar, our wholly owned subsidiary, we now
manufacture high volume, precision injection molded plastic parts for
original equipment manufacturers in the medical, automotive, appliance,
telecommunications, cosmetic, and computer markets. Our customers are
<PAGE>
other manufacturers which produce end-use products or manufacture
components for sale to other manufacturers.

THE INDUSTRY

The plastics manufacturing business is a multi-billion dollar
industry. According to an annual survey published in the April 19,
1999 issue of PLASTIC NEWS, the 100 largest injection molders had
combined sales in excess of $16.7 billion in 1998. In 1998, the same
survey indicated that the 100 top molders had combined sales in excess
of $16.1 billion in 1997. We operate in a majority of the 25 market
segments in which the top 100 molders conducted operations in 1998.

There are an estimated 3,800 independent plastic molding companies
in the United States, most of which are privately held and have sales
volumes of under $10 million per year. However, within the high
technology, specialized plastics manufacturing segment of the market,
we compete with many companies which have more operating experience,
greater management depth, more capital or financing, and greater sales
and income levels. We believe our principal competitors and their
approximate 1998 sales volumes are:
<TABLE>
<CAPTION>
<S> <C>
Approximate 1998
COMPETITOR SALES VOLUME{(1)}

Nypro, Inc. $389 million
Clinton, MA

Phillips Plastics Corp. $188 million
Hudson, WI

InteSys Technologies, Inc.$150 million
Gilbert, AZ

Hoffer Plastics Corp. $76 million
South Elgin, IL

Advance Dial Co. $50 million
Elmhurst, IL

Evco Plastics $50 million
DeForest, WI
<FN>
{(1)} As reported in PLASTICS NEWS, April 19, 1999.
</TABLE>
Arrangements with most independent molding companies are in the
form of purchase orders that may be canceled by the customer.
Competition in the industry is based on piece price, quality and
service.

37
<PAGE>
OUR BUSINESS

We manufacture products using the plastic injection molding
process. The process begins when plastic resin, in the form of small
pellets, is fed into an injection molding machine. The injection
molding machine then melts the plastic resin and injects it into a
multi-cavity steel mold, forcing the plastic resin to take the final
shape of the product. At the end of each molding cycle (generally six
to 60 seconds), the plastic parts are ejected from the mold into high
speed automated equipment for secondary packaging or assembly
operations.

Plastics manufacturing involves high volume production of parts and
components. Production runs vary with the type of product, but
typically vary from 100,000 to several million pieces. We began
our operations in November of 1997 and in 1999 received ISO 9002
certification. During the fourth quarter of our 1999 fiscal year, we
became vertically integrated within the plastic injection molding
industry to include value-added and assembly operations. Value-added
operations include, but are not limited to, pad printing, heat staking,
and sonic welding. We offer a total manufacturing solution to our
customers, from design services to tooling manufacture to production
and final assembly of plastic parts. We expect this total solution to
differentiate us from custom molders and to increase our revenues and
customer base.

The largest portion of our business is represented by our
operations in conjunction with the MGS Group in an industry niche
as a "turn-key" manufacturer. Along with the MGS Group, we can offer
customers full service plastic injection molding of high volume plastic
parts along with design and engineering services, and testing,
sampling, and polishing operations. During the last fiscal year
approximately 85% of our net sales was derived from business which
involved moldmaking services of the MGS Group. See "Related Party
Transactions and Conflicts of Interest."

Precision molds are essential to high volume, precision plastic
part production. Contracts to produce the molds for a particular
production run can range between $50,000 and $300,000. The MGS
group designs, tests and builds molds used by us and by other
independent plastics manufacturers. MGS Group companies also perform
sampling and polishing operations for us and other manufacturers.
Historically, the MGS Group designed and build injection molds to
customer specifications for use by unrelated injection molding
companies which then produced the plastic parts. Our market strategy
has been to capitalize on the established reputation, customer base,
and resources of the MGS Group to capture part of the plastic
manufacturing business for which the MGS Group has historically
provided the molds and performed other technical services. We
currently employ two full-time salesmen who solicit production orders.

However, our sales team often works in conjunction with MGS Group
companies to bid for contracts.
<PAGE>
We have worked with the MGS Group to develop certain proprietary
techniques to which we have access to because of our relationship.
One of these is the portable "multi-shot" process capability.
Multi-shot injection molding is an injection process in which different
types of plastic resin, typically with different aesthetic and texture
qualities, are used to create a single plastic part. Demand for
multi-shot injection molding has increased dramatically throughout
the industry with applications in everything from toothbrushes to
cellular telephones. We are a leader in this emerging market. This
type of technology enhances our productivity and competitiveness.

To offer the total manufacturing solution to our customers, we
provide for the manufacture of plastic injection molds in compressed
lead times in an effort to reduce the time to market of the finished
product. Currently customer orders placed for injection molds are
subcontracted to manufacturers who specialize in the manufacture and
engineering of plastics injection molds. The majority of these molds
are subcontracted to affiliated companies within the MGS Group.
See "MGS Group" and "Related Party Transactions and Conflicts of
Interest." As part of our strategic plan, we intend to acquire or
develop plastic injection mold manufacturing capabilities at our
production facility in Wisconsin and in our Texas location during
fiscal 2000.

We also manufacture plastic parts for unrelated customers on a
purchase order basis. These orders use tooling provided by the
customer and our only responsibility is the manufacture of parts.
This portion of our business represented approximately 15% of our net
sales in fiscal 1999.

In late fiscal 1999, we began to perform assembly operations for
customers for whom we have manufactured individual molded parts. For
example, we are assembling the holster for a cellular telephone, a
procedure involving assembling four parts and packaging the completed
assembly in poly bags for bulk shipment. These assembly operations are
largely hand work and contracted for at a per piece price. We intend
to expand this portion of our business and expect it to account for
approximately 25% of our net sales in 2000.

Our finished products are shipped to customers by common carrier in
most instances.

CUSTOMERS

Our customer list currently includes approximately 10 Fortune 500
companies and approximately 25 other companies.

In 1999, we received approximately 56% of our manufacturing revenue
from our arrangement with Motorola, Inc. to produce plastic parts for
six of its divisions which produce consumer communications products.

We have entered into a five-year agreement with the Paslode
Cordless Tool Group of Illinois Tool Works, Inc., to provide injection
molded parts. Paslode designs and manufactures fasteners and power
<PAGE>
tools for the residential construction industry. Under this agreement,
we will install approximately $1.5 million of equipment and
improvements into the Paslode facility at Green Oaks, Illinois, to
produce the parts. We will have the use of approximately 29,000 square
feet of space. Sales under this agreement are estimated to be
approximately $2.7 million for fiscal year 2000. We expect to be
producing parts at this facility by February, 2000. The agreement may
be terminated upon 180 days notice by either Paslode or us.

In 1999, sales to MGS Group companies represented approximately
22.6% of our revenue.

We derive approximately 39.8% of our revenues from sales outside of
the United States. Information concerning revenues derived from
different geographic areas is set forth under "Business" in the notes
to our consolidated financial statements. A significant portion of
our products which represent foreign sales are used in the assembly of
end-use products which are then sold in the United States.

BACKLOG

At September 30, 1999, we had a backlog of orders, in the amount of
approximately $7,000,000, compared to a backlog of approximately
$350,000 on September 30, 1998. This increase is attributable to the
growth of our business in 1999, as 1998 was our first year of
production. Sales revenue increased approximately 778% in 1999 over
the 1998 fiscal year.

Our open order backlog at September 30, 1999 required deliveries at
varying dates in fiscal 2000. Because of the length of time between
entering an order, shipping the product and recording the sale can vary

significantly from order to order, we believe that backlog levels
should not be relied upon as an indicator of future sales volume.

Our purchase orders often call for the delivery of finished
products over an extended period of time. These delivery periods
commonly range from one to 12 months. As is customary in our industry,
we carry adequate amounts of raw materials inventory to facilitate the
manufacture of products for which we have purchase orders in hand. In
addition, in order to make the best use of manufacturing efficiencies,
we may produce an entire order in one production run and hold finished
goods in inventory until the purchase order requires delivery.

ACQUISITIONS AND EXPANSION

Our strategic plan is based, in part, on growth through
acquisition. From time to time we intend to explore the acquisition
of tooling and injection molding businesses, and may be engaged in
discussion with one or more of such businesses. As of the date of this
prospectus we are engaged in discussion with two such businesses, but
have not yet agreed on the terms of either transaction.

We intend to begin operation of a tooling and molding facility in
<PAGE>
Fort Worth, Texas in early 2000. See "Machinery and Equipment" and
"Production and Administrative Facilities."

TRADEMARKS AND PATENTS

Our business is not dependent upon trademark or patent rights.

MACHINERY AND EQUIPMENT

Our overall manufacturing philosophy is to be a low-cost producer
by using high speed molding machines, modern multi-cavity hot runner,
cold runner and insulated runner molds and extensive material handling
automation. We have made, and intend to continue to make, significant
capital investments in plant and equipment because of our objectives to
grow, to improve productivity, to maintain competitive advantages, and
meet the asset-intensive nature of the injection molding business.

At September 30, 1999, we had leased 34 injection molding machines.
We lease equipment from Moldmakers Leasing and from PCI Consulting and
Leasing, each of which is a member of the MGS Group. The leases are
for one month in duration and are automatically renewable.

We expect to place approximately 40 additional molding machines and
accessory equipment in operation during the 2000 fiscal year under
leases whose terms are identical to those now in effect. We intend to
equip many of these molding machines with multi-shot capabilities. In
addition, we will lease the necessary equipment for performing assembly
operations, material handling, storage and other facets of the
operations as well as office and related furniture at our various
facilities. The assembly operations equipment will consist of industry
specific welders, pad printers and work benches. We expect
approximately $4 million of these additions will be used in the Texas
facility we intend to open in early 2000.
<TABLE>
<CAPTION>
The expected additional types of equipment and lease costs are:
<S> <C>
40 molding machines with robots and accessories $16,000,000
Secondary/assembly operations $ 2,000,000
Material handling/storage/shipping/receiving $ 2,000,000
Furniture/fixtures $ 1,000,000
Total $21,000,000{(1)}
<FN>
{(1)} The monthly lease rate is approximately 2.3% of the equipment
cost.
</TABLE>
PRODUCTION AND ADMINISTRATIVE FACILITIES

GERMANTOWN, WISCONSIN

We lease approximately 66,000 square feet in an 88,000 square foot
building owned by Moldmakers Leasing, a member of the MGS Group. This
leased space houses our production facilities. The leased space is
being finished to also house our assembly, engineering, and design
<PAGE>
functions and provide general office space. Other members of the MGS
Group occupy the remaining 22,000 square feet. The facility is located
immediately across the street from the MGS Technical Center, which
houses the offices of the MGS Group's companies and certain of the
design, engineering and operating staff of those companies. See
"Related Party Transactions and Conflicts of Interest."

FORT WORTH, TEXAS

We have entered into a lease, effective January 1, 2000, for a
142,000 square foot building in Fort Worth from an unrelated party.
We expect to install $4 million of tool shop equipment and $10 million
of molding equipment in the facility in the first quarter of 2000. It
is anticipated that 70,000 square feet of the building will be used for

molding, 20,000 for a tool shop, 40,000 for warehousing, and the
balance for office and support space. We are engaged in negotiations
to acquire a tooling operation in the Forth Worth area. If that
acquisition is made, it will be housed in this leased facility.

RAW MATERIALS

The principal raw materials we use in the manufacture of plastic
parts are pelletized plastic resins. These resins are purchased at
open market prices from several manufacturers. The resins used in our
manufacturing process are petroleum or natural gas derivatives and
their availability and price could be affected by the supply or prices
of petroleum. However, we have not experienced shortages in our
operating history and do not foresee any material increases in pricing.
We believe that should the cost of resins increase substantially, it
may have a short-term adverse impact on our operating results, but that
we will be able to recover most price increases from our customers in
the form of higher prices for our products.

ENVIRONMENTAL REGULATIONS

We are subject to various federal, state and local laws and
regulations including, without limitation, laws and regulations
concerning the containment and disposal of hazardous waste and other
waste materials which directly or indirectly affect our operations.
Environmental laws and regulations typically impose "strict liability"
for certain environmental damages. Accordingly, in some situations, we
could be liable for clean up costs even if the situation resulted from
previous conduct that was lawful at the time or from improper conduct
of, or conditions caused by, previous property owners, lessees or other
persons not associated with us or events outside of our control. Such
clean up or costs associated with changes in environmental laws and
regulations could be substantial and could have a materially adverse
effect on our consolidated financial position, results of operations or
cash flows.

Our plastic products business routinely uses chemicals and
solvents, some of which are classified as hazardous substances. Use of
these materials is generally limited to the spray application of
<PAGE>
solvents to clean molds. No special handling of used material is
currently required. Plastic resin and scraps may be recycled or sent to
landfills. We believe we are currently in material compliance with
existing environmental protection laws and regulations. We are not
involved in any significant remediation activities or administrative or
judicial proceedings arising under federal, state or local
environmental protection laws and regulations.

OUR LONG-TERM BUSINESS STRATEGY

Our long-term business strategy is to attain $250 million in annual
revenue by fiscal year 2004. The knowledge gained of customers'
molding needs during the past 23 months of operations, and the 17 years
of experience of the MGS Group in the plastics injection molding
industry, has provided us with a basis to formulate a plan intended to
achieve this objective.

A key element of our plan is the expansion of our operations
throughout the United States. Initial planning has indicated Arizona,
Colorado, Georgia, Illinois, and Texas as key locations. We intend to
expand our operations through a combination of acquisitions of
complementary businesses and expanding our own manufacturing
facilities.

During this growth, we plan to continue to use a corporate level
strategy of differentiation by offering our customers a total
manufacturing solution at the highest levels of quality on the most
complex jobs. Since virtually the entire MGS Group operates in the
injection molding industry, we have the benefit of serving customers
with complementary needs. However, in order to achieve this total
solution we intend to acquire the in-house capability to manufacture
our own tooling. Some of this capability will be achieved by
purchasing existing businesses as part of our expansion plan.
Additional tooling capability will be developed or acquired for our
Wisconsin based operations. Extending our current product line to
include additional value-added and assembly services will serve as the
second part of our total manufacturing solution marketing and
operations plan. All of these services will be available at compressed
lead times to allow the customer to reduce its time to market and
generate greater revenue and profit margins.

In connection with the physical expansion of our facilities, we
plan to increase our customer base. The proposed locations for
expansion have been strategically selected to logistically assist us in
increasing our customer base. Expansion of our sales force will also
help to increase our presence within the injection molding industry.
It has been and continues to be our intention to hire experienced
management from the industry to provide inroads to new customers. We
also expect to benefit from exposure through participation in national
and international trade association shows. We also recognize the
impact of the Internet and we are in the process of developing a plan
to best utilize the Internet for our business.

We expect to continue to capitalize on our relationship with the
<PAGE>
MGS Group. We will be able to draw on the significant experience of
management within all aspects of the plastic injection molding
industry. However, it is essential that our management team be

strengthened to accommodate this growth. Consequently, we are
aggressively recruiting key personnel who can provide skills currently
needed or complement current strengths.

We also plan to continue efforts to enhance efficiency. During the
past two years we have invested many resources to build an
infrastructure which would allow for exponential future growth. That
infrastructure is now in place, and we plan to be able to take
advantage of economies of scale to increase profit margins. Using the
MGS Group for administrative services and internal functions also
enables us to take advantage of economies of scale in the areas of
management information, accounting, financial management and human
resources.

We also will continue to focus on the development of proprietary
equipment and manufacturing processes in conjunction with the MGS Group.
This should allow us to become more integrated and distinguish ourselves
from our competitors. The equipment and processes will give us
competitive advantages by making technological advances which allow for
lead times, precision, and quality which was previously unattainable.

EMPLOYEES

At November 1, 1999, we employed approximately 300 employees, of
which 200 are production workers and 100 are office, managerial,
engineering and technical employees. Our principal executive officers
are also officers and employees of other companies within the MGS
Group. See "Management" and "Related Party Transactions and Conflicts
of Interest."

Our employees participate in one or more employee benefit plans,
including group health and disability insurance and a tax qualified
retirement plan. It is our intention to review our employee benefit
programs from time to time and make any adjustments we feel are
necessary or appropriate to attract and retain qualified employees.
The MGS Group maintains the same employee benefit plans for the benefit
of its employees. Human resources administration is provided through
the MGS Group. See "Related Party Transactions and Conflicts of
Interest."

None of our employees is represented under a collective bargaining
agreement. We consider our relations with our employees to be
satisfactory and have not experienced any job actions or labor
shortages since our inception.

LEGAL PROCEEDINGS

We may, from time to time, become involved in various legal
<PAGE>
proceedings in the ordinary course of our business. As of the date of
this prospectus, we are not engaged in any legal proceedings and are
not aware of any claims which are likely to be asserted against us.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
The persons listed below are now and will continue to be our
directors and executive officers immediately following this offering:
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION
<S> <C>
Mark G. Sellers, 45 Chairman of the Board,
President, CEO and Treasurer of PMC and
TecStar and President, director and/or
partner in each other entity in MGS Group.

Scott W. Scampini, 46 Executive Vice President and Secretary of PMC
and TecStar; also an officer, director or partner
of each other entity in MGS Group.

Jeffrey A. Kolbow, 31 Director of PMC and TecStar; also Vice President-
Finance of MGS Enterprises, Inc., and an officer
and/or director in each other entity in MGS Group.

Bruce L. Schneider, 48 Vice President - Finance and a director of PMC
and TecStar, also an officer and/or director of
each other entity in MGS Group.

Rade (Rudi) Petrovic, 50 Vice President - Sales and a director of PMC
and TecStar.

Alan E. Vick, 51 Vice President - Quality Systems of TecStar and
Statistical Plastics Corporation

Kevin P. Christ, 33 Vice President - Manufacturing of TecStar
</TABLE>
MARK G. SELLERS has served as President of PMC and TecStar since
November, 1997, and as CEO, Chairman of the Board and Treasurer since
inception. Mr. Sellers has had extensive experience in the plastic
moldmaking and related business. Mr. Sellers received an Associate
Degree in Tool and Die Technology from Milwaukee Area Technical College
in 1972 and, following a five-year apprenticeship program, worked as a
tool and die maker until 1982. Mr. Sellers began his own tool and die
shop in 1982 under the name Moldmakers, Incorporated, the first company
of the MGS Group. See "The MGS Group" and "Related Party Transactions
and Conflicts of Interest."

Mr. Sellers served as the president of the Society of Plastics
Engineers, Milwaukee Section (1990-1991) as Chairman of the Moldmaking
& Mold Design Division of the Society of Plastics Engineers
International (1994), and is a member of the Division's board of
directors. In addition, he serves on the Advisory Committee of Moraine
<PAGE>
Park Technical College and was the recipient of the Ernst & Young
Emerging Entrepreneur Award in 1990. As principal executive officer of
the MGS Group, he also supervises a tool maker apprenticeship program
certified by the State of Wisconsin for approximately 20 apprentices.

SCOTT W. SCAMPINI has served as the Executive Vice President and
Secretary of PMC and TecStar since its inception. Mr. Scampini is also
an officer and/or director of each of the companies in the MGS Group.
Mr. Scampini has served the MGS Group of companies in various
capacities since 1983. He received a degree in business administration
in 1974 from the Marquette University School of Business and received
his license as a Certified Public Accountant in the same year. Mr.
Scampini has twenty years of experience in public accounting; from 1974
to 1982 he was employed by Price Waterhouse and from 1984 to 1993 he
was employed by BDO Siedman, LLP. In addition to his services for the
MGS Group, he is a partner in Scampini & Bond, certified public
accountants. Mr. Scampini is the founder of the Wisconsin Institute of
Certified Public Accountants Corporate Finance Committee. See "The MGS
Group" and "Related Party Transactions and Conflicts of Interest."

JEFFREY A. KOLBOW has served as a director since July, 1999. Mr.
Kolbow has served the MGS Group of companies in various capacities
since 1995. He received his bachelor of business administration in
1991 from the University of Wisconsin - Whitewater. Mr. Kolbow is a
Certified Public Account and a member of the Wisconsin Institute of

Certified Public Accountants and the American Institute of Certified
Public Accountants. Mr. Kolbow practiced public accounting at BDO
Siedman, LLP from 1990 to 1995.

BRUCE L. SCHNEIDER has served as the Vice President - Finance and a
director of PMC and TecStar since July, 1999. Previously, Mr.
Schneider was CFO of TecStar and Statistical Plastics Corporation, a
member of the MGS Group, since 1996. Mr. Schneider has twenty-five
years of experience in the accounting field. From 1994 to 1996
Sterling Tool Mfg. Co. employed Mr. Schneider as its controller, and
from 1974 until 1994 Applied Power, Inc. employed him in various
accounting capacities.

RADE (RUDI) PETROVIC has served as the Vice President of Sales and
a director of PMC and TecStar. Mr. Petrovic received a B.S. in
mechanical engineering from the University of Wisconsin-Milwaukee in
1973. From 1973 to 1989, he worked for Rexnord Corporation, Milwaukee,
Wisconsin, in manufacturing and engineering positions in facilities in
the United States and in Germany. His background includes ten years of
experience as plant superintendent and plant manager for Rexnord's
plastics operations. From 1989 to 1995, Mr. Petrovic worked for Regina
U.S.A., a division of Regina Industria, an Italian manufacturer of
conveyor chains. Mr. Petrovic joined Statistical Plastics Corporation,
a member of the MGS Group and a stockholder of PMC, in 1995 and
currently serves as its vice president.

ALAN E. VICK has served as Vice President - Quality Systems of
TecStar since April, 1999. Mr. Vick has worked in plastic molding
<PAGE>
management and quality assurance management for over 25 years. He has
extensive experience in the manufacturing of plastics, including
tooling, maintenance, scheduling, purchasing and quality assurance.
Mr. Vick spent 18 years with Globe Union, Inc., and 10 years with New
Berlin Plastics, Inc. before joining the MGS Group in July, 1997.

KEVIN P. CHRIST has served as Vice President - Manufacturing of
TecStar since July, 1999. Previously, Mr. Christ was manufacturing
coordinator for the MGS Group from 1995 until 1998 when he moved into
the same position for TecStar. Prior to that, Mr. Christ was molding
operations manager at Johnson Level & Tool from 1992 to 1995, and was a
process engineer at Engineered Plastics Corp. from 1985 to 1992.

COMPENSATION OF DIRECTORS

Our directors are not compensated for their services as directors.
Depending on our future operations, and other factors, our board of
directors may determine that reasonable fees or compensation are

appropriate. There is no present intention to establish such fees or
compensation.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors has not established any committees and has
no present intention of doing so.

MANAGEMENT AGREEMENTS

Our three principal executive officers also serve as executive
officers of MGS Group companies. In 1996, we entered into agreements
with three of the MGS Group of companies (Statistical Plastics
Corporation, Moldmakers Management, Inc., and MGS Enterprises, Inc.) to
provide sales and marketing, consulting, and reference services in
exchange for payments based on our net sales. Under these agreements,
the services of Mr. Sellers, Mr. Scampini, and Mr. Schneider are made
available to us as our principal executive officers. There is no
obligation under the agreements to provide the services of any
specified individual. These agreements have terms which expire on
December 31, 2006. Payments under the agreements provide for an
aggregate amount equal to 5% of our net sales during the term of the
agreements, subject to an aggregate maximum payment under all
agreements of $1,200,000. No cash payments are required by us until
termination of the agreements. Through September 30, 1999, a total of
$435,357 had been accrued under these agreements. Of this accrued
amount, $415,772 has been applied in lieu of cash payment by the three
companies to amounts due us under various stock subscription agreements
for our common stock.

The terms of the management agreements were not determined by arms-
length negotiation or reviewed by independent third parties. We
believe that the costs to the company under these agreements are
comparable to what we would pay for similar management and marketing
services if comparable full time executive officers were directly
<PAGE>
employed by us. See "Related Party Transactions and Conflicts of
Interest."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our board of directors does not currently have a Compensation
Committee. Senior management has been and will continue to be directly
involved in setting compensation for our executives and the terms of
our management agreements.

EXECUTIVE COMPENSATION

The table below sets forth the cash compensation paid by us to our
CEO and to each of our four other most highly compensated executive
officers whose salary and bonus exceeded $100,000 for the last fiscal
year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Annual Compensation
Long Term
Compensation
Awards
Securities All Other
Other Annual Underlying Compensation
Name and Principal Position Year Salary Bonus Compensation($) Options/
SARs(#)
<S> <C> <C> <C> <C> <C> <C>
Mark G. Sellers; President 1999 $(1) $(1) $(1) 0* $(1)
and CEO of the Company

Scott W. Scampini; 1999 $(1) $(1) $(1) 0 $(1)
Executive Vice President

Rade (Rudi) Petrovic; Vice 1999 $105,800 $0 $0 0 $1,560(2)
President - Sales
<FN>

*Mr. Sellers and various affiliates of Mr. Sellers were granted options
with respect to 5,000,000 shares on October 1, 1999. See "Option
Exercises and Holdings."
{(1)}Neither Mr. Sellers nor Mr. Scampini received any salary, bonus,
or other compensation from us in 1999. Payments were made by us to the
MGS Group pursuant to the terms of management agreements described
under "Management - Management Agreements" to reimburse the MGS Group
for, among other things, the management time provided by Mr. Sellers
and Mr. Scampini. See "Related Party Transactions and Conflicts of
Interest".
{(2)}Amounts contributed to 401(k) plan.
</TABLE>
OPTION EXERCISES AND HOLDINGS

No options were exercised by any executive officer named in the
<PAGE>
Summary Compensation Table during our last fiscal year, nor did any of
the executive officers hold options at year-end. The following table
provides information regarding holdings of stock options by Mr. Sellers
at October 1, 1999. No other executive officers hold stock options as
of the date of this prospectus.

50
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR {(1)}
<CAPTION>
Individual Grants
Number of % of total Potential Realizable
Securities Options/SARs Value at Assumed Annual
Underlying Granted to Exercise or Rates of Stock Price
Options/SARs Employees in Base Price Expiration Appreciation for
Name Granted(#) Fiscal Year ($/Sh) Date Option Term
5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Mark G. Sellers 5,000,000{(1)} 100% $10.00 9/30/01 $5,125,000{(2)} $10,500,000{(2)}
<FN>
{(1)}No options were granted by us in the last fiscal year to any
person named in the Summary Compensation Table. The options
indicated in the table were granted on October 1, 1999 to Mr.
Sellers (1,750,000 shares), two trusts for which he serves as
trustee (1,250,000 shares), and two of the MGS Group companies,
Moldmakers Investments (1,000,000 shares) and Moldmakers, Inc.
(1,000,000 shares). Each of the options is immediately
exercisable, in whole or in part, at an exercise price of $10.00
per share.
{(2)}There is no established market for the stock. Assumes fair market
value per share of $10.00 on date of grant.
</TABLE>
OTHER INCENTIVE PLANS

We expect to continue to review the adoption of cash and
stock-based incentive plans for management and our employees. The
terms and number of shares of stock which may be subject to options
under any such plans, if adopted, cannot be determined at the present
time.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

As permitted by applicable Wisconsin law, we have included in our
articles of incorporation a provision to limit the personal liability
of our directors for monetary damages for breach or alleged breach of
their fiduciary duties as directors. In addition, our by-laws provide
that we are required to indemnify our officers and directors under a
number of circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and we are required
to advance expenses to our officers and directors as incurred in
connection with proceedings against them for which they may be
indemnified. At present, we are not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or
agent of ours in which indemnification would be required or permitted.
We believe that these indemnification provisions are necessary to
attract and retain qualified persons as directors and officers.
51
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be granted to directors, officers or persons
controlling us under the foregoing provisions, we have been informed
that in the opinion of the SEC this indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

THE MGS GROUP

The MGS Group consists of 20 separate entities, ten of which
constitute its principal operating entities:

<circle> MOLDMAKERS, INCORPORATED
<circle> O&S DESIGN, INC.
<circle> PROTOTYPE MOLD & DESIGN, INC.
<circle> STATISTICAL PLASTICS CORPORATION
<circle> MGS ENTERPRISES INC.
<circle> MOLDMAKERS LEASING & INVESTMENTS LIMITED PARTNERSHIP, LLP
<circle> PCI CONSULTING AND LEASING, INC.
<circle> CADD PLUS, INC.
<circle> REDLINE, INC.
<circle> MOLDMAKERS DIE CAST TOOLING DIVISION, INC.

A brief description of each of these companies may be found on page
2.

At the present time and upon completion of the offering, voting
control of our common stock will rest with members of the MGS Group and
their directors and officers. Mark G. Sellers exercises direct or
indirect voting control over each company within the MGS Group. See
"Risk Factors," "Principal Stockholders," "Management" and "Related
Party Transactions and Conflicts of Interest."

The business strategy of the MGS Group is to develop, through its
member companies and closely affiliated companies, the capability to
serve as a full-service provider to manufacturers who purchase plastic
parts for use in their products. The MGS Group is capable of providing
design, moldmaking, testing and production of plastic parts and
components. The MGS Group currently provides substantially all of the
services or products required by the plastics industry. We currently
operate in conjunction with the MGS Group as a high volume plastic
manufacturing company, although one of our strategic goals is to
develop a greater independent marketing strength, customer base, and
our own mold making capability. The principal members of the MGS Group

are described below. We now have and expect to continue to have
on-going management, service, marketing and production relationships
with each of these principal members and other companies within the MGS
Group.

The MGS Group of companies are located in Germantown and Menomonee
Falls, Wisconsin. Our Wisconsin production facility is located
adjacent to the Technical Center in Germantown, Wisconsin.
<PAGE>
RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST

RELATED PARTY TRANSACTIONS

We have entered into various transactions with members of the MGS
Group to provide management and administrative services, equipment, and
facilities. We expect that additional transactions of a similar nature
will be entered into in the future. None of these agreements is the
result of independent, arms-length negotiations and no independent
third party has reviewed or approved any of these arrangements. We
believe that the services, equipment and/or real estate transactions
which have been or which will be entered into with the MGS Group are,
or will be, on terms no less favorable than comparable transactions
entered into with independent parties. The principal transactions we
have entered into, or expect to continue, with MGS Group companies are
as follows:

<circle>Agreements under which MGS group companies and officers provide
essential management, sales, and marketing services to us in
exchange for an amount equal to 5% of our revenue. (See
"Management - Management Agreement");

<circle>We subcontract with Prototype Mold & Design, Inc., O&S Design,
Inc., and Moldmakers, Incorporated for moldmaking and
engineering services for orders where these services have not
been bid with independent parties by our customers. These
subcontracts generally represent prices which would reflect
competitively bid contracts. Our contracts represent less than
5% of each of such companies' revenues;

<circle>Agreements under which Statistical Plastics Corporation
purchases machine time and labor to meet their customers'
orders. These agreements are furnished on a time and materials
basis which reflect our operating costs and include an
operating profit and represented approximately 17% of
our revenue in 1999;

<circle>Leases between us and Moldmakers Leasing and PCI Consulting and
Leasing, Inc. under which we lease our Germantown, Wisconsin
facility. Rental payments are based on 105% of the lessors'
debt service attributable to the square footage of the leased
space. (See "Business - Machinery and Equipment; - Production
and Administrative Facilities");

Subleases for a majority of our production equipment with Moldmakers
Leasing and PCI Consulting and Leasing, Inc. These subleases provide
for a lease financing rate which is 5% higher than the lease rate paid
by the applicable MGS Group company under its principal leases. We
believe that the rate paid by us is comparable to the lease rate we
would pay if we obtained lease financing independently;

We provide 10% of Moldmakers Leasing's revenue and 52% of the revenue
of PCI Consulting.
<PAGE>
<circle>Agreements between us and MGS Enterprises, Inc. for accounting,
sales and marketing services, and human resources services.
The costs of these services are shared primarily on a per
capita basis with the MGS Group of companies using the
services. In some cases, costs are based on actual usage.
(See "Management - Management Agreements," and "Business
- Employees");

<circle>Agreements between us and Cadd Plus, Inc. for management
information systems and related computer support services. The
costs of these services are shared primarily on a per capita
basis with the MGS Group of companies using the services. In
some cases, costs are based on actual usage;

<circle>Agreements under which we use MGS Group companies to provide
testing and sampling. We pay the same costs as would be
charged independent companies for similar services.

In addition to the services listed immediately above, we contract with
the certified public accounting firm of Scampini & Bond, Certified
Public Accountants, to perform special projects, accounting, tax
consulting and return preparation services at hourly rates. These
rates are at or below rates charged to unaffiliated clients of the
firm. Scott W. Scampini, our Executive Vice President and Secretary,
is a principal in the firm. He is not paid for services provided as a
member of the firm.

Further information on the terms of these transactions may be found
under the headings "Business" and "Management" and in our consolidated
financial statements and the notes thereto; see "Index to Consolidated
Financial Statements." The descriptions of the material terms of these
related party are qualified in their entirety by reference to the
agreement to which each summary description relates. We have filed
copies of each of our material agreements as an exhibit to the
registration statement of which this prospectus is a part.

CONFLICTS OF INTEREST

Mark G. Sellers is the principal stockholder of each of the MGS
Group of companies and Mr. Sellers, each of our directors, and each of
our principal executive officers are also directors and executive
officers of companies in the MGS Group. Mr. Sellers owns a 50% equity
interest and Mr. Scampini a 25% equity interest in PCI Consulting and
Leasing. Mr. Sellers owns a 69% equity interest and Mr. Scampini an
11% interest in Moldmakers Leasing. These two MGS Group entities
provide lease financing for our equipment and we lease our principal
manufacturing facility from them.

As a result of this overlapping ownership and management structure,
the interests of the MGS Group stockholders and partners may differ
from those of our stockholders. For example, we compete for purchase
order contracts with companies for whom the MGS Group may perform
design, testing or other services. In other cases, we subcontract
moldmaking and related engineering services and contract to MGS Group
<PAGE>
companies without competitive bidding from other companies which may
provide these services on an independent basis. Similarly, because of
the interrelationship of our management and the physical proximity of
our principal offices and production facility, our management has not
and does not intend to invite competitive bids for the support services
provided by the MGS Group for accounting, management information, sales
and marketing, human resources and other services. Finally, management
has not sought competitive bidding for the various real estate leases
and equipment financing transactions which are essential to our
business.

In resolving any competing interests, our management will be bound
by general corporate fiduciary duties imposed under state law which
requires our directors and officers to deal fairly and in the best
interests of our stockholders. However, there is no independent review
of the terms of any of our transactions and we have agreed to limit the
liability of our directors and officers. See "Management - Limitation
of Liability and Indemnification Matters."

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to
beneficial ownership of our common stock as of November 30, 1999, and
as adjusted to reflect completion of this offering, by

<circle>each of the officers listed in the Summary Compensation
Table;
<circle>each director;
<circle>each holder of more than 5% of our common stock; and
<circle>all current directors and executive officers as a group.

Except as indicated in the footnotes to this table, the individuals
named in this table have sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by them.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percentage of Class
NAME BEFORE OFFERING BEFORE OFFERING AFTER OFFERING{(1)}
<S> <C> <C> <C>
Statistical Plastics 705,000 18.80% 16.59%
Corporation<dagger>
MGS Enterprises Inc.<dagger> 324,000 8.64% 7.62%
Moldmakers Management, Inc.<dagger> 300,000 8.00% 7.06%
Moldmakers, Incorporated 1,300,450 {(2)} 27.38% 24.77%
Prototype Mold & Design, Inc. 120,000 3.20% 2.82%
Moldmakers Leasing &
Investments 1,517,560 {(2)} 31.95% 28.91%
Mark G. Sellers 7,330,010 {(3)} 83.77% 79.24%
Scott W. Scampini 61,500 1.64% 1.45%
Jeffrey A. Kolbow 9,000 * *
Rudi Petrovic 39,000 1.04% *
Bruce L. Schneider 32,100 * *
All directors and officers
as a group (5) 7,471,610 {(4)} 85.39% 80.77%
<FN>
<dagger>Member of MGS Group of companies
*Less than 1%
{(1)}Assumes sale of 500,000 shares in the offering. Also assumes that
no shares are repurchased in the rescission offer described under
"Rescission
Offer"

{(2)}Includes 1,000,000 shares subject to options exercisable within 60
days
{(3)}Includes (a) 4,267,010 shares beneficially owned by the MGS Group
companies (including options exercisable within 60 days) listed in
the table and in which Mr. Sellers directly or indirectly holds a
majority of the equity interests and over which Mr. Sellers
exercises management and voting control as principal executive
officer, (b) 1,750,000 shares subject to options which are
exercisable within 60 days, and (c) 1,250,000 shares which are
exercisable within 60 days held by trusts of which Mr. Sellers is
trustee. See "The MGS Group"
{(4)}Includes shares subject to options which are exercisable within 60
days
</TABLE>
DESCRIPTION OF COMMON STOCK

THE FOLLOWING SUMMARY DESCRIPTION OF THE MATERIAL PROVISIONS OF OUR
ARTICLES OF INCORPORATION AND BY-LAWS IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO OUR ARTICLES OF INCORPORATION AND BY-LAWS, WHICH WE HAVE
FILED AS EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART.

Our authorized capital stock consists of 15,000,000 shares of
common stock, no par value per share. Immediately prior to this
offering, we had 3,750,000 shares of common stock outstanding which
<PAGE>
were held by approximately 214 stockholders of record. If all shares
in this offering are sold and no Rescission Shares are repurchased by
us, there will be 4,250,000 shares of common stock outstanding upon
completion of the offering.

COMMON STOCK

Holders of common stock are entitled to receive dividends as may be
declared by our board of directors out of funds legally available to
pay dividends, and, in the event of liquidation, to share pro rata with
the holders of common stock in any distribution of our assets after
payment or providing for the payment of liabilities and the liquidation
preference of any outstanding preferred stock. Each holder of common
stock is entitled to one vote for each share held of record on the
applicable record date for all matters presented to stockholders.
Holders of common stock have no cumulative voting rights or preemptive
rights to purchase or subscribe for any stock or other securities, and
there are no conversion rights or redemption or sinking fund provisions
with respect to common stock. All outstanding shares of common stock
are, and the shares of common stock offered in this prospectus will be
when issued, fully paid and nonassessable except for a contingent
liability under Wisconsin law for unpaid wages. Wisconsin law provides
that a stockholder may be held liable, up to the amount the stockholder
paid for his shares, for any claims made by employees for unpaid wages,
up to a maximum of six-months of wages.

ANTI-TAKEOVER PROVISIONS IN OUR ARTICLES OF INCORPORATION AND BY-LAWS
AND WISCONSIN LAW

Our articles of incorporation and by-laws contain provisions that
could delay or make more difficult the acquisition of PMC by means of a
hostile tender offer, open market purchases, a proxy contest, or
otherwise. We intend to amend our articles of incorporation and
by-laws to add additional provisions which may also have the same
effect. Wisconsin law also contains provisions which are intended to
make a non-negotiated transaction more difficult to achieve. We also
refer you to "Risk Factors--Mr. Sellers Will Control Our Company and
this Control Could Inhibit Potential Changes in Control" for
information on other factors which could impact a change in control.

PROPOSED AMENDMENTS TO OUR ARTICLES AND BY-LAWS

At our annual meeting of stockholders to be held in 2000, we intend
to propose that the following amendments to our articles of
incorporation and by-laws be adopted. Given the beneficial ownership
of shares by Mr. Sellers, these amendments will be adopted if proposed:

<circle>SUPERMAJORITY VOTE REQUIRED FOR MERGER OR SALE. Amend our
articles of incorporation to require that any proposal to merge
with another company, to effect a share exchange, or to sell
all or substantially all of our assets will require the
approval of the holders of two-thirds of our common stock.
<circle>CLASSIFIED BOARD OF DIRECTORS. Amend our articles of
incorporation and by-laws to provide that our board of
<PAGE>
directors be divided into three classes of directors, as nearly
equal in size as possible, serving staggered three-year terms.
Upon expiration of the term of a class of directors, the
directors in that class will be elected for three-year terms at
the annual meeting of stockholders in the year in which the
term for that class of directors expires. In addition, these
amendments will provide that directors may be removed only for
cause by the affirmative vote of the holders of two-thirds of
the shares of common stock entitled to vote, and any vacancy on
the board of directors, however occurring, including a vacancy
resulting from an enlargement of the board, may only be filled
by vote of a majority of the directors then in office. The
classification of the board of directors and the limitations on
the removal of directors and filling of vacancies could have
the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring,
control of us.
<circle>AMENDMENTS; SUPERMAJORITY VOTE REQUIREMENTS. Amend our
articles of incorporation to impose supermajority vote

requirements in connection with the amendment of provisions of
our amended articles of incorporation and by-laws, including
those provisions relating to the classified board of directors.
The Wisconsin Business Corporation Law provides generally that
the affirmative vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's
articles of incorporation or by-laws, unless a corporation's
articles of incorporation or by-laws, as the case may be,
requires a greater percentage.

REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATION AND
PROPOSALS

Our by-laws establish advance notice procedures with regard to
stockholder proposals and the nomination, other than by or at the
direction of our board of directors or a committee thereof, of
candidates for election as directors. To be timely, a stockholder's
notice must be received at our principal executive offices not less
than 60 days, nor more than 90 days, prior to the anniversary date of
the immediately preceding annual meeting of stockholders. In the event
that the annual meeting is called for a date that is not within 30 days
before or after the anniversary date, notice from the stockholder must
be received no later than the tenth day following the date on which
notice of the annual meeting was mailed to stockholders or made
public, whichever occurred earlier. In the case of a special meeting
of stockholders called for the purpose of electing directors, notice by
the stockholder must be received not later than the close of business
on the tenth day following the day on which notice was mailed or public
disclosure of the date of the special meeting was made, whichever first
occurs. Our by-laws also specify certain requirements as to the form
and content of a stockholder's notice. These provisions may preclude
stockholders from bringing matters before an annual meeting of
stockholders or from making nominations for directors at an annual
meeting of stockholders.
<PAGE>
AUTHORIZED BUT UNISSUED SHARES

The authorized but unissued shares of common stock are available
for future issuance without stockholder approval. These additional
shares may be utilized for a variety of corporate purposes, including
future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of authorized
but unissued shares of common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of us by
means of a proxy contest, tender offer, merger or otherwise.

RESTRICTIONS ON BUSINESS COMBINATIONS AND CONTROL SHARES UNDER
WISCONSIN LAW

Section 180.1141 of the Wisconsin Business Corporation Law
restricts certain business combinations between us and an "interested
stockholder." An "interested stockholder" includes any person who
beneficially owns at least 10% of the voting power of the outstanding
voting stock of our common stock and any of our affiliates or
associates who, within the last three years, beneficially owned at
least 10% of the voting power of our then outstanding voting stock.
"Interested stockholders" also generally include affiliates and
associates of the interested stockholder. A "business combination"
includes:

<circle>a merger or share exchange with an interested stockholder (or a
corporation which would become an affiliate after a merger or
share exchange);
<circle>a sale, lease or other disposition to or with an interested
stockholder of assets which:
<circle>represents at least 5% of the aggregate market value of our
assets;
<circle>has an aggregate market value equal to at least 5% of the value
of our outstanding stock; or
<circle>represents at least 10% of the earning power or income of our
company;
<circle>the issuance of our stock which has an aggregate market value
equal to at least 5% of the aggregate market value of all of
our outstanding stock to an interested stockholder;
<circle>a plan or proposal for liquidation or dissolution of our
corporation pursuant to a proposal by or an agreement with an
interested stockholder; and
<circle>other reclassifications, recapitalizations and loan,
guarantees, financial assistance, or other transactions
for the benefit of the interested stockholder.

For a period of three years after the date on which an interested
stockholder first became an interested stockholder, no business
combinations between us and the interested stockholder may occur unless
our board of directors had given prior approval to the business
combination or the purchase by which the interested stockholder became
an interested stockholder. At any time more than three years after the
date on which an interested stockholder became an interested
stockholder, no business combination may be consummated unless the
<PAGE>
purchase by which the interested stockholder became an interested
stockholder was approved by our board of directors prior to the date on
which the interested stockholder became an interested stockholder, the
business combination meets certain "fair price" requirements set forth
in the statute, or the business combination is approved by a majority
of our shares entitled to vote which are not beneficially owned by the
interested stockholder.

Section 180.1150 of the Wisconsin Business Corporation Law provides
that, subject to certain exceptions, in any matters to be voted upon by
our stockholders, the voting power of shares held by any person in
excess of 20% of the shares outstanding and entitled to vote in the
election of directors is limited to 10% of the full voting power of
those excess shares. For example, a stockholder with 30% of the voting
shares would exercise 23% of the voting power of the shares eligible to
vote. There are exceptions to these limitations, including exceptions
for shares acquired before this offering or which were acquired by the
exercise of an option. The shares beneficially owned by Mr. Sellers
are not subject to this limitation on voting power.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our
common stock. No public market is expected to develop after this
offering as the common stock will not be listed for trading on any
exchange and the stock will not be followed by the investment
community. However, future sales of substantial amounts of our common
stock could adversely affect the price at which a stockholder may be
able to sell share of common stock. Upon completion of this offering,
we will have 4,250,000 shares of common stock outstanding. The 500,000
shares offered in this prospectus will be freely tradeable without
restriction or further registration under the federal securities laws,
unless purchased by one of our affiliates, as that term is defined in
Rule 144 under the Securities Act of 1933. All other shares, other
than shares received under a stock option plan by persons who are not
our affiliates, will be "restricted shares" for purposes of the
Securities Act of 1933 and subject to the volume and other limitations
set forth in Rule 144.

In general, under Rule 144, as currently in effect, a person, or
persons whose shares are aggregated, who has beneficially owned shares
for at least one year, including the holding period of any prior owner,
except an affiliate from whom those shares were purchased, is entitled
to sell in "brokers' transactions" or to market makers, within any
three-month period commencing 90 days after the date of this
prospectus, a number of shares that does not exceed the greater of

<circle>1% of the then outstanding shares of common stock (1% is
expected to be 42,500 shares immediately after this
offering), or
<circle>the average weekly trading volume of our common stock
during the four calendar weeks preceding the required
filing of a Form 144 with respect to this sale.

61
<PAGE>
Sales under Rule 144 are generally subject to the availability of
current public information about us. Under Rule 144(k), a person who
is not deemed to have been our affiliate at any time during the 90 days
preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least two years, including the holding period of any
prior owner other than an affiliate from whom these shares were
purchased, is entitled to sell these shares without having to comply
with the manner of sale, public information, volume limitation or
notice provisions of Rule 144.

None of our directors, executive officers, or other stockholders
have entered into lock-up agreements under which they have agreed not
to sell any of their shares for a specified period of time.

PRICING OF THIS OFFERING

Prior to this offering, there has been no public market for the
common stock. We have determined the initial public offering price
after consideration of numerous factors we considered relevant. These
factors include our future prospects and our industry in general, our
sales growth since commencing operations in November, 1997, our present
customer list and status as a preferred supplier with certain
customers, our anticipated earnings in the 2000 fiscal year and other
financial and operating information in recent periods.

LEGAL MATTERS

Certain legal matters relating to PMC and TecStar will be passed
upon for us by Niebler, Pyzyk, Klaver & Wagner LLP. Menomonee Falls,
Wisconsin. This firm has in the past represented and continues to
represent us on a regular basis and in a variety of matters other than
this offering. Matters relating to the application of state and
federal securities laws in connection with the offering will be passed
upon by Ruder, Ware & Michler, A Limited Liability S.C., Wausau,
Wisconsin.

EXPERTS

The audited financial statements and schedules included in this
prospectus and elsewhere in the registration statement have been
audited by Wolf & Company - Milwaukee, S.C., independent public
accountants, as indicated in their reports with respect thereto, and
are included herein in reliance upon the authority of said firm as
experts in giving said reports.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission, a
registration statement on Form S-1 under the Securities Act of 1933
with respect to the common stock offered in this prospectus. This
prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules to that
registration statement. For further information with respect to us and
the common stock, we refer you to this registration statement and its
<PAGE>
exhibits and schedules. Statements contained in this prospectus as to
the contents of any contract or other document are not necessarily
complete and, in each instance, reference is made to the copy of that
contract or document filed as an exhibit to the registration statement,
each of these statements being qualified in all respects by that
reference. The registration statement, including exhibits to the
registration statement, may be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 (telephone number
1-800-SEC-0330) and at the SEC's Regional Offices located at Suite 1400,
500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of these materials
may be obtained from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC also
maintains a world wide web site, HTTP://WWW.SEC.GOV, that contains
reports, proxy and information statements and other information
regarding registrants such as us which file electronically with the
SEC. The registration statement, including all exhibits and amendments
to the registration statement, is available on that website.

Upon completion of this offering, we will be subject to the
informational requirements of the Securities Exchange Act of 1934 and,
in accordance with those requirements, will file reports, proxy and
information statements with the SEC. You may inspect and copy these
reports, proxy and information statements and other information at the
addresses set forth above.

We intend to furnish to our stockholders our annual reports
containing consolidated financial statements audited by our independent
auditors and quarterly reports containing unaudited consolidated
financial statements for each of the first three quarters of each
fiscal year.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE

PLASTICS MFG. COMPANY

Report of Independent Public Accountants ..........F-2

Consolidated Balance Sheets as of
September 30, 1998 and 1999 .....................F-3

Consolidated Statements of Operations for the years ended
September 30, 1998 and 1999 ..................F-5

Consolidated Statements of Stockholders' Equity for the years ended
September 30, 1998 and 1999 ..................F-6

Consolidated Statements of Cash Flows for the years ended
September 30, 1998 and 1999 ..................F-7

Notes to Consolidated Financial Statements ......F-9
<PAGE>
EXPLANATORY NOTE: At September 30, 1997, we were a development stage
company and had not yet commenced operations. Accordingly, financial
statements for such year are not included.

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
PLASTICS MFG. COMPANY, AND
WHOLLY-OWNED SUBSIDIARY TECSTAR MFG. COMPANY
Germantown, Wisconsin

We have audited the accompanying balance sheets of Plastics Mfg.
Company, and wholly owned subsidiary TecStar Mfg. Company as of
September 30, 1998 and 1999, and the related statements of
operations, stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits of the statements provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Plastics
Mfg. Company, and wholly-owned subsidiary TecStar Mfg. Company at
September 30, 1998 and 1999, and the results of its operations, its
changes in stockholders' equity, and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

WOLF AND COMPANY-MILWAUKEE, S. C.
CERTIFIED PUBLIC ACCOUNTANTS

Milwaukee, Wisconsin
October 28, 1999

F-2
<PAGE>
<TABLE>
PLASTICS MFG. COMPANY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1999
<CAPTION>
ASSETS

SEPTEMBER 30,
Current assets 1998 1999
<S> <C> <C>
Cash in bank $ 9,621 $ 245,813
Accounts receivable - trade (Note 4) 30,141 2,167,918
Accounts receivable - related parties (Note 4) - 739,603
Progress receivables - 111,745
Prepaid expenses 34,578 89,897
Inventory 72,202 1,073,435

TOTAL CURRENT ASSETS 146,542 4,428,411

PROPERTY AND EQUIPMENT
Office equipment 15,274 20,405
Leasehold improvements 533,055 549,521
Truck 3,655 3,655
Machinery & equipment 375,007 697,406
Production molds - 100,000
926,991 1,370,987
Less accumulated depreciation (40,676) (134,756)
NET PROPERTY AND EQUIPMENT 886,315 1,236,231

OTHER ASSETS
Deposits (Note 2) 289,850 2,189,039
Deferred income tax benefit, net 402,040 833,200
Organization costs, net (Note 8) 164,414 -
TOTAL OTHER ASSETS 856,304 3,079,239

$1,889,161 $8,686,881

See accompanying summary of accounting policies and
notes to financial statements.
</TABLE>
F-3
<PAGE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
SEPTEMBER 30,
1998 1999
<S> <C> <C>
Current liabilities
Accounts payable - trade $ 152,016 $1,359,174
Accounts payable - related parties 663,291 1,600,087
Line of credit loan - 425,000
Accrued payroll 7,397 203,711
Customer deposits - 441,439
Deferred income tax liability, net - 24,600
TOTAL CURRENT LIABILITIES 822,704 4,054,011

LONG-TERM LIABILITIES - -

TOTAL LIABILITIES 822,704 4,054,011

Stockholders' equity (Note 5)
Common stock, no par value,
15,000,000 shares authorized,
819,000 shares issued and outstanding (1998)
3,750,000 shares issued and outstanding (1999) 2,845,000 6,670,028
Stock subscriptions receivable (1,200,000) (784,228)
Accumulated deficit (578,543) (1,252,930)
TOTAL STOCKHOLDERS' EQUITY 1,066,457 4,632,870

$1,889,161 $8,686,881

See accompanying summary of accounting policies and
notes to financial statements.
</TABLE>
F-4
<PAGE>
<TABLE>
PLASTICS MFG. COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
SEPTEMBER 30, 1998 AND 1999
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
1998 1999
<S> <C> <C>
Sales
Molding $ 72,171 $4,561,615
Tooling 131,200 1,217,037
Related parties 646,693 1,686,730
850,064 7,465,382
COST OF GOODS SOLD
Trade 354,126 4,575,334
Related parties 1,154,722 3,036,764
1,508,848 7,612,098
Gross profit (658,784) (146,716)

SELLING AND ADMINISTRATIVE EXPENSES
Trade 74,134 622,963
Related parties 205,162 172,441
279,296 795,404
Total operating loss (938,080) (942,120)

OTHER INCOME (EXPENSE)
Interest income - 5,006
Interest expense - (21,872)
Management fee ( Note 7) (42,503) 42,503
Loss before income tax expense and
accounting change (980,583) (916,483)

INCOME TAX EXPENSE (Note 3) 402,040 337,710

Net loss before cumulative
effect of accounting change (578,543) (578,773)

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE, NET OF $68,800
DEFERRED TAX BENEFIT (Note 8) - (95,614)

NET LOSS $ (578,543) $ (674,387)

See accompanying summary of accounting policies and
notes to financial statements.
</TABLE>

F-5
<PAGE>
<TABLE>
PLASTICS MFG. COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
SEPTEMBER 30, 1998 AND 1999

<CAPTION>
Common Stock Accumulated
STOCK SUBSCRIPTIONS DEFICIT

<S> <C> <C> <C>
Initial common stock sale $1,250,000 $1,200,000 $ -

BALANCES, SEPTEMBER 30, 1997 1,250,000 1,200,000 -

Common stock sales 1,595,000 - -
Net loss - - (578,543)
BALANCES, SEPTEMBER 30, 1998 2,845,000 1,200,000 (578,543)

Common stock sales 4,240,800 - -
Common stock split effected
in the form of a dividend - - -
Management fee waived (Note 7) (415,772) (415,772)
Net Loss - - (674,387)
BALANCES, SEPTEMBER 30, 1999 $6,670,028 $ 784,228 $ (1,252,930)

See accompanying summary of accounting policies and
notes to financial statements.
</TABLE>
F-6
<PAGE>
<TABLE>
PLASTICS MFG. COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
SEPTEMBER 30, 1998 AND 1999

<CAPTION>
SEPTEMBER 30,
1998 1999
<S> <C> <C>
Cash Flows from operating activities:
Net Loss $ (578,543) $ (674,387)
Change in Accounting - 95,614
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 40,676 94,080
Amortization 6,000 -
Deferred income taxes (402,040) (337,760)
Accounts receivable - trade (30,141) (2,137,777)
Accounts receivable - related parties - (739,603)
Progress receivables - (111,745)
Inventory (72,202) (1,001,233)
Prepaid expenses (34,578) (55,319)
Accounts payable - trade 152,016 1,207,158
Accounts payable - related parties 663,291 936,796
Accrued expenses 7,397 196,314
Customer deposits - 441,439

CASH PROVIDED BY OPERATING ACTIVITIES (248,124) (2,086,423)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (926,991) (443,996)
Deposits on leases (289,850) (1,899,189)
Payment of organizational expenses - trade (50,660) -
Payment of organizational expenses
- related parties (119,754) -
CASH PROVIDED BY INVESTMENT ACTIVITIES (1,387,255) (2,343,185)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock 1,645,000 4,240,800
Proceeds from line of credit - 425,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,645,000 4,665,800

INCREASE IN CASH 9,621 236,192

CASH, beginning of year - 9,621

CASH, end of year $ 9,621 $ 245,813

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for: Interest $ - $ 21,872
Income taxes - 25

See accompanying summary of accounting policies and
notes to financial statements.
</TABLE>
F-7
<PAGE>
PLASTICS MFG. COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS

Plastics Mfg. Company (the Company) is a holding company, which owns
100% of the stock of TecStar Mfg. Company. The Company was in the
development stage from its formation on October 23, 1996 through March
31, 1999. As of April 1, 1999, the Company was no longer considered to
be in the development stage. Manufacturing operations commenced in
November, 1997 with sales being made primarily to related companies.

The Company produces high quality injection molded plastic parts for
various original equipment manufacturers located in the U.S. (60.2%),
China (18.4%), the United Kingdom (16.0%), and other countries (5.4%).
The Company also recognizes revenues from the sale of high quality
molds, the manufacture of which is currently subcontracted, primarily
to affiliates. The majority of these molds are intended for parts
produced at its facility in Germantown, Wisconsin.

ACCOUNTS RECEIVABLE

The balance includes no allowance for doubtful accounts - all balances
are fully collectible.

PROGRESS SALES

Tooling sales are recognized on the specific job orders based upon
hours incurred using the applicable billing rate for shop or design
work, which approximates the percentage of completion method of income
recognition.

INVENTORY

Inventory is valued at the lower of cost (determined by the first-in,
first-out method) or market. The components of inventory consist of
the following:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Perishable tools $ 21,972 $ 14,772
Raw materials 35,768 459,825
Materials in progress 14,462 176,630
Finished goods - 422,208
Total $ 72,202 $1,073,435
</TABLE>
F-8

Materials are classified as materials in process when they are
assigned to or procured for a specified customer order.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Depreciation is provided by
the straight-line method over the estimated useful lives of the related
<PAGE>
assets. For income tax purposes, depreciation is provided using the
MACRS method over the prescribed lives of the related assets.

ADVERTISING COSTS

Advertising costs are charged to operations when incurred. The company
does not utilize direct-response advertising.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.

1. DEBT

The Company has a bank line of credit of $750,000 (increased in
October, 1999 to $2,000,000, which is available through September
2000). The loan agreement includes various covenants pertaining to
maintenance of working capital and tangible net worth levels; liability
ratios; no additional debt; no dividends; and no transfer, sale or
lease of significant assets. The interest rate on the loan is 8.75%
(prime plus .5%) at September 30, 1999.

2. LEASE COMMITMENTS

The Company leases equipment from Moldmakers Leasing and Investments
Limited Partnership, LLP (Moldmakers Leasing) and from PCI Consulting
and Leasing, Inc., both of whom are related parties through common
control. The month-to-month leases are automatically renewable. Rent
expenses totaled $603,476 and $1,566,230, in 1998 and 1999,
respectively.

F-9

In addition, the Company leases its facilities from Moldmakers Leasing
on a month-to-month basis, under a triple net operating lease. Rent
expense totaled $174,663 and $305,500 in 1998 and 1999, respectively.
<TABLE>
<CAPTION>
Deposits outstanding at year-end consist of the following:

1998 1999
<S> <C> <C>
FACILITY $ 60,000 $ 60,000
EQUIPMENT 229,850 229,039
EQUIPMENT ORDERS 0 1,900,000
TOTAL $289,850 $2,189,039
</TABLE>
The Company has placed orders for approximately $7,500,000 of new
equipment and has plans to order additional equipment worth
approximately $13,500,000 during the coming year. It is anticipated
that most of this will be leased under terms similar to above.
<PAGE>
<TABLE>
3. INCOME TAXES
<CAPTION>
The September 30 income tax provisions consist of the following:

CURRENT: 1998 1999
<S> <C> <C>
Federal $ - $ -
State - (50)
Benefit of NOL carryforward - -
TOTAL - (50)

DEFERRED:
Federal 333,398 256,400
State 68,642 81,360
TOTAL 402,040 337,760

GRAND TOTAL $ 402,040 $ 337,710

Reconciliation of the statutory federal income tax rate and the
effective tax rate:

Statutory federal income tax rate (34.0)% (34.0)%
State tax, net of federal income tax (7.0) (4.3)
Other - 1.5
EFFECTIVE TAX RATE (41.0)% (36.8)%

F-10

The September 30 net deferred income taxes consist of the following:

CURRENT:
Federal $ - $ (19,700)
State - (4,900)
TOTAL $ - $ (24,600)

LONG-TERM:
Federal $ 333,398 $ 665,300
State 68,642 167,900
TOTAL $ 402,040 $ 833,200

The September 30 gross deferred tax assets and liabilities were:

GROSS DEFERRED TAX ASSETS:
Federal net operating
loss carryforward $1,005,506 $2,121,214
Organization costs - 128,413
Other - 12,763
TOTAL $1,005,506 $2,262,390

GROSS DEFERRED TAX LIABILITIES:
Progress receivables $ - $ 111,745
Depreciation 24,923 89,140
TOTAL $ 24,923 $ 200,885
</TABLE>
<PAGE>
The Federal net operating loss carryforwards will expire on September
30, 2018 and 2019. Wisconsin net operating losses totaling $2,121,164
will expire on September 30, 2013 and 2014.

4. CUSTOMER AND CREDIT RISK CONCENTRATIONS

The Company's customers are located throughout the world and they
operate in a number of different industries. As of September 30,
1998 and 1999, two customers in each year accounted for approximately
93% and 46% of the Company's sales, respectively. Each year, one of
those customers was a related party with approximately 76% and 17% of
total sales, respectively.

The Company presently does not require collateral from its customers.
To reduce credit risk, the Company performs ongoing evaluations of its
customers' financial condition. As of September 30, 1998 trade
accounts receivable consist of five unrelated parties, all of whom were
current. As of September 30, 1999, three customers owed approximately
41% of the Company's accounts receivable. Of this, one customer was a
related party with approximately 13% of the total.

F-11
<TABLE>
5. CAPITAL STOCK ACTIVITY
<CAPTION>
Date of Number Price Common Stock
TRANSACTION OF SHARES PER SHARE STOCK SUBSCRIPTIONS
<S> <C> <C> <C> <C> <C>
Initial stock sale 1/01/97 500,000 2.50 $1,250,000 $1,200,000
Stock sold for cash Various 319,000 5.00 1,595,000 -

Totals, September 30, 1998 819,000 2,845,000 1,200,000

Stock sold for cash Various 67,300 6.00 403,800 -
Stock sold for cash Various 263,700 10.00 2,637,000 -
Stock sold for cash Various 100,000 12.00 1,200,000 -
Management fee waived (Note 7) - (415,772) (415,772)
Stock split 9/30/99 2,500,000 - -

Totals, September 30, 1999 3,750,000 $6,670,028 $ 784,228
</TABLE>
Three related parties subscribed to the initial 500,000 shares of stock
issued. The subscription agreements provide for the payment of $.10
per share upon issuance of the stock with the remaining $2.40 per share
payable on December 31, 2001. If 50% of the management fees (see Note
7) received by the subscribers for the period ending September 30, 2001
are insufficient to fully pay the remaining subscription price, each
subscriber has the option to: a) pay twice the balance due or, b)
surrender a sufficient number of shares so as to eliminate the
outstanding balance based on a per share value equal to the initial
offering price of $2.50 per share.

The number of shares sold, and the related share prices, shown above
are based upon pre-split values.

During 1999, the Company sold 722,490 shares of unregistered stock
<PAGE>
for $1,951,360. Subsequent to September 30, 1999, the Company will
register with the Securities and Exchange Commission. As a result of
this registration, the Company will offer to buy back the unregistered
shares for the amount of the original investment, plus interest, during
a 30-day period. The Company is confident that the holders will not
take advantage of this offer. Consequently, no liability has been
recorded as of September 30, 1999.

On September 30, 1999, the Company declared a three-for-one stock split
effected in the form of a dividend of two shares per share then
outstanding. The record date was September 30, 1999.

F-12

6. RETIREMENT PLAN

The Company maintains a retirement savings plan for substantially all
of their employees, which allows participants to make contributions by
salary reduction pursuant to Section 401(k) of the Internal Revenue
Code. Company contributions are discretionary and amounted to $50 and
$13,196 in 1998 and 1999, respectively. Employees vest immediately in
their contributions and vest in the Company contributions over a
seven-year period of service.

7. RELATED PARTY TRANSACTIONS

During the period presented, the Company transacted business with
certain other companies, which are related by common control. This
activity consisted primarily of buying and selling services between the
parties, whose services complement one another. Also included is the
purchase of services from one company that performs human resources,
marketing, finance, and other administrative duties for all of the
related companies.

The Company has entered into management agreements with its three
initial stock subscribers under which it will pay them an aggregate
management fee equal to 5% of gross sales through December 31, 2001 up
to a maximum amount of $1,200,000. As of September 30, 1999, the
Company agreed with those related companies to accept their waiver of
the management fees due them to date, in return for reducing the stock
subscriptions due from them in a like amount. The amount waived
totaled $415,772. In addition to providing management services, each
of the three companies solicits sales on behalf of the Company. On
October 1, 1999, the Company agreed to extend the termination of the
agreements to December 31, 2006.

Some of the Company's stockholders also have ownership interests and
management functions in these related entities. The existence of that
common control could result in operating results or financial position
of the Company significantly different from those that would have been
obtained had such control not existed, although there is no indication
that such control has had an adverse affect on the Company.

8. CUMULATIVE EFFECT OF ACCOUNTING CHANGE

In accordance with Statement of Position 98-5 issued by the Accounting
<PAGE>
Standards Executive Committee, the Company has chosen to charge all
start-up costs to operations as of October 1, 1998. As a result, all
organization costs remaining unamortized as of that date ($164,414)
were written off. Prior to this change, organization costs were

F-13

amortized over 5 years. The effect on deferred income taxes was to
record a benefit of $68,800 as of that date, for a cumulative net
change of $95,614.

9. SUBSEQUENT EVENTS

On October 1, 1999, the Company granted stock options totaling 5
million shares to its president, Mark G. Sellers, or to other entities
that he controls. The option price is set at $10.00 per share, with an
expiration date of September 30, 2001.

Subsequent to September 30, 1999, the Company entered into discussions
with unrelated parties to purchase their businesses in Texas and
Colorado. Negotiations continue in an effort to reach complete
agreement and finalize the acquisitions.

The Company has also reached an agreement to set up a molding facility
adjacent to a customer's operations in Illinois. This facility will
make parts primarily for that customer.

F-14

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
The following table sets forth the estimated costs and expenses
payable in connection with the sale of common stock being registered,
all of which will be paid by the Registrant:
<CAPTION>
AMOUNT
<S> <C>
SEC registration fee $2,209
Printing expenses $3,500 *
Legal fees and expenses $105,000 *
Accounting fees and expenses $15,000 *
Blue sky fees and expenses $10,000 *
Miscellaneous $14,291 *

Total $150,000
<FN>
*Estimated
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is incorporated under the Wisconsin Business
<PAGE>
Corporation Law (the "WBCL"). Pursuant to sections 180.0850 to
180.0859 of the Wisconsin statutes, and subject to the limitations
stated therein, the Registrant is required to indemnify any director or
officer against liability and reasonable expenses (including attorneys'
fees) incurred by such person in the defense of any threatened, pending
or completed civil, criminal, administrative or investigative action,
suit or proceeding in which such person is made a party by reason of
being or having been a director or officer of the Registrant, unless
liability was incurred because such person breached or failed to
perform a duty owed to the Registrant which constituted (1) a willful
failure to deal fairly with the Registrant or its stockholders in
connection with a matter in which such person has a material conflict
of interest; (2) a violation of criminal law, unless such person had
reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful; (3) a
transaction from which such person derived an improper personal profit;
or (4) willful misconduct. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights or
indemnification to which a person may be entitled under the
Registrant's articles of incorporation or bylaws, or any written
agreement, vote of stockholders or disinterested directors, or
otherwise.

Section 180.0859 of the Wisconsin statutes provides that it is the
public policy of the State of Wisconsin that such indemnification
provisions apply, to the extent applicable to any other proceeding, to,
among other things, the offer, sale or purchase of securities in any
proceeding involving a state or federal statute.

II-1

Article IX of the Registrant's bylaws are substantially similar to
the provisions of sections 180.0850 to 180.0859 of the Wisconsin
statutes. The Registrant's bylaws extend coverage to directors or
officers serving in a fiduciary or administrative capacity and also set
forth procedures to be followed in obtaining indemnification. Officers
and directors of the Registrant are also insured, subject to certain
specified exclusions and deductible and maximum amounts, against loss
from claims arising in connection with their acting in their respective
offices, which include claims under the Securities Act of 1933, as
amended.

The Registrant has in effect insurance polices which, among other
things, insure directors and officers of the Registrant against certain
claims which are not indemnified by the Registrant.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, the Registrant has issued the
following shares of common stock without registration under the
Securities Act of 1933. None of the transactions were underwritten.
The number of shares issued or sold in each of the transactions, and
the per share proceeds to the Registrant or affiliated MGS Group
companies, have been adjusted to reflect the 3-for-1 stock split
effected in the form of a dividend which was paid by the Registrant on
September 30, 1999 to stockholders of record as of September 30, 1999.
<PAGE>
(1)On January 1, 1997, the registrant issued 1,500,000 shares to three
affiliated companies of the MGS Group at a price of $.83 per share
pursuant to the terms of a subscription agreement which provided
that payment for the shares would be set off against amounts owed
the affiliates under the management agreements between the
affiliates and the Registrant. The sale was made pursuant to the
exemptions from registration afforded under Sections 4(2)
and 3(a)(11) of the Securities Act.

(2)Between March 3, 1997 and October 31, 1997, the Registrant sold
915,000 shares pursuant to an offering which was limited to
residents of the state of Wisconsin pursuant to the exemption from
registration afforded under Section 3(a)(11). All shares were sold
for cash at a price of $1.67 per share (aggregate offering price
of $1,525,000).

(3)Between February 4, 1998 and July 23, 1998, the Registrant sold
42,000 shares to residents of the state of Wisconsin pursuant to the
exemption from registration afforded under Section 3(a)(11). All
shares were sold for cash at a price of $1.67 per share (aggregate
offering price of $70,000).

(4)On March 10, 1999, the Registrant sold 51,000 shares to its
President and CEO (21,000 shares) and two other officers of
companies in the MGS Group pursuant to the exemptions from
registration afforded under Sections 4(2) and 3(a)(11). All
shares were sold for cash at a price of $2.00 per share (aggregate
offering price of $102,000).

(5)Between May 3, 1999 and June 30, 1999, the Registrant sold 147,900
shares to residents of the state of Wisconsin (including 66,000

II-2

shares to directors of the Registrant) pursuant to the exemption from
registration afforded under Section 3(a)(11). All shares were sold
for cash at a price of $2.00 per share (aggregate offering price of
$295,800).

(6)On July 29, 1999, Registrant sold 180,000 shares to an affiliated
MGS Group company for cash at a price of $3.33 per share (aggregate
offering price of $600,000) pursuant to the exemptions from
registration afforded under Sections 4(2) and 3(a)(11).

(7)Between August 6, 1999 and September 30, 1999, the Registrant and
affiliated MGS Group companies sold 722,490 shares for cash at an
average price of $2.70 per share (aggregate cash consideration of
$1,951,630).

Included in this total are 195,000 shares sold by an affiliate to
the affiliate's stockholders. The affiliate cancelled certain
redemption rights held by the affiliate with respect to the shares
of the affiliate and sold its shares of common stock of the
Registrant to the affiliate's stockholders for a price of $1.67
per share (aggregate cash consideration of $325,000).
<PAGE>
These stock issuances and sales by the registrant and certain of its
affiliated MGS Group companies were not made pursuant to a
registration statement under the Securities Act, nor were the offers
and sales registered or qualified under any state securities laws.
Although the Registrant believed at the time that registration of
such offers and sales was not required, these offers and sales may
not have been exempt from the registration requirements of the
Securities Act. As a result, purchasers of such shares may have the
right under the Securities Act or state securities laws to rescind
their purchases and thereby be entitled to return such shares to the
Registrant and receive back from the Registrant the full
consideration paid by such purchasers ($1,951,360), plus statutory
interest. The Registrant intends to include a rescission offer to
holders of such shares in connection with the offering to which
this Registration Statement relates. The Registrant's President and
CEO has agreed to assume the Registrant's repurchase obligation for
shares sold by the Registrant and each of the affiliated MGS Group
companies have agreed to assume the Registrant's obligation to
repurchase shares sold by such company. There are no assurances
that the Registrant will not otherwise be subject to possible
penalties or fines relating to these issuances. The Registrant
believes the rescission offers could provide it with additional
meritorious defenses to any such future claims.

II-3

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit
NUMBER EXHIBIT DESCRIPTION

3.1 Registrant's Restated Articles of Incorporation
3.2 Registrant's By-laws, as amended November 29, 1999
4.1 Form of specimen certificate for Registrant's common stock.
4.2 Loan Agreement between M&I Northern Bank and PMC
5.1 Form of Opinion of Niebler, Pyzyk, Klaver & Wagner LLP
(including consent)
10.01 Mark G. Sellers Stock Option Agreement
10.02 MGS Childrens' Trust Stock Option Agreement
10.03 Moose Lake Trust Stock Option Agreement
10.04 Moldmakers Leasing & Investments Limited Partnership, LLP
Stock Option Agreement
10.05 Moldmakers, Inc. Stock Option Agreement
10.06 Management Agreement Between Registrant and MGS Enterprises,
Inc. dated December 31, 1996
10.07 Management Agreement Between Registrant and Moldmakers
Management, Inc. dated December 31, 1996
10.08 Management Agreement Between Registrant and Statistical
Plastics Corporation dated December 31, 1996
10.09 Master Equipment Lease between Registrant and Moldmakers
Leasing & Investments Limited Partnership, LLP
<PAGE>
10.10 Master Equipment Lease between Registrant and PCI Consulting
and Leasing, Inc.
10.11 ITW Paslode, Cordless Tool Group Supply Agreement
21.1 Subsidiaries of the Registrant
23.1 Consent of Wolf & Company - Milwaukee, S.C.
23.3 Consent of Niebler, Pyzyk, Klaver & Wagner LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney
27.1 Financial Data Schedule
99.1 Form of Rescission Offer Cover Letter

(B) FINANCIAL STATEMENT SCHEDULES

Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the financial statements
or notes thereto.

II-4

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the Registration Statement.

(b) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action,

II-5

suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Germantown, Wisconsin, State of Wisconsin, on the 29th day of
November, 1999.

PLASTICS MFG. COMPANY

By: MARK G. SELLERS
Mark G. Sellers
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated.
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
MARK G. SELLERS President and Chief
Mark G. Sellers Executive Officer November 29, 1999
and a director (Principal Executive Officer)

SCOTT W. SCAMPINI Executive Vice President
Scott W. Scampini and Director November 29, 1999

BRUCE L. SCHNEIDER Vice President - Finance
Bruce L. Schneider and Director November 29, 1999
(Principal Financial and Accounting Officer)

JEFFREY A. KOLBOW Director November 29, 1999
Jeffrey A. Kolbow

RADE PETROVIC Director November 29, 1999
Rade Petrovic
</TABLE>
II-7

EXHIBIT INDEX
TO
FORM S-1
OF
PLASTICS MFG. COMPANY
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))

EXHIBIT 3.1 Registrant's Restated Articles of Incorporation
EXHIBIT 3.2 Registrant's By-laws, as amended November 29, 1999
EXHIBIT 4.1 Form of specimen certificate for Registrant's common
stock.
EXHIBIT 4.2 Loan Agreement between M&I Northern Bank and PMC
EXHIBIT 5.1 Form of Opinion of Niebler, Pyzyk, Klaver & Wagner LLP
(including consent)
EXHIBIT 10.01 Mark G. Sellers Stock Option Agreement
EXHIBIT 10.02 MGS Childrens' Trust Stock Option Agreement
EXHIBIT 10.03 Moose Lake Trust Stock Option Agreement
EXHIBIT 10.04 Moldmakers Leasing & Investments Limited Partnership, LLP
Stock Option Agreement
EXHIBIT 10.05 Moldmakers, Inc. Stock Option Agreement
EXHIBIT 10.06 Management Agreement Between Registrant and MGS
Enterprises, Inc. dated December 31, 1996
EXHIBIT 10.07 Management Agreement Between Registrant and Moldmakers
Management, Inc. dated December 31, 1996
EXHIBIT 10.08 Management Agreement Between Registrant and Statistical
Plastics Corporation dated December 31, 1996
EXHIBIT 10.09 Master Equipment Lease between Registrant and Moldmakers
Leasing & Investments Limited Partnership, LLP
EXHIBIT 10.10 Master Equipment Lease between Registrant and PCI
Consulting and Leasing, Inc.
<PAGE>
EXHIBIT 10.11 ITW Paslode, Cordless Tool Group Supply Agreement
EXHIBIT 21.1 Subsidiaries of the Registrant
EXHIBIT 23.1 Consent of Wolf & Company - Milwaukee, S.C.
EXHIBIT 23.3 Consent of Niebler, Pyzyk, Klaver & Wagner LLP (included
in Exhibit 5.1)
EXHIBIT 24.1 Powers of Attorney
EXHIBIT 27.1 Financial Data Schedule
EXHIBIT 99.1 Form of Rescission Offer Cover Letter

Exhibit 3.1

Restated Articles of Incorporation
of
Plastics Mfg. Company

Article 1. The name of the corporation is Plastics Mfg. Company.

Article 2. The corporation shall have authority to issue 15,000,000
shares.

Article 3. The street address of the registered office is:

W188 N11707 Maple Road
Germantown, Wisconsin 53022

Article 4. The name of the registered agent at the above registered
office is:

Mark G. Sellers

Exhibit 3.2
B Y L A W S

PLASTICS MFG. COMPANY

TABLE OF CONTENTS

Page

BYLAW I. IDENTIFICATION ......................................1
Section 1.01. Name .......................................1
Section 1.02. Principal and Business Offices .............1
Section 1.03. Registered Agent and Office ................1
Section 1.04. Place of Keeping Corporate Records .........1

BYLAW II. SHAREHOLDERS .......................................1
Section 2.01. Annual Meeting .............................1
Section 2.02. Special Meetings ...........................1
Section 2.03. Place of Meeting ...........................2
Section 2.04. Notice of Meeting ..........................2
Section 2.05. Waiver .....................................2
Section 2.06. Fixing of Record Date ......................2
Section 2.07. Voting List ................................3
Section 2.08. Quorum and Voting Requirements .............3
Section 2.09. Conduct of Meetings ........................3
Section 2.10. Proxies ....................................4
Section 2.11. Voting of Shares ...........................4
Section 2.12. Voting of Shares by Certain Holders ........4
Section 2.13. Action Without a Meeting ...................6
Section 2.14. Notice of Shareholder Business and
Nominations................................ 6

BYLAW III. BOARD OF DIRECTORS ................................8
Section 3.01. General Powers .............................8
Section 3.02. Number, Tenure and Qualifications ..........8
Section 3.03. Election ...................................9
Section 3.04. Regular Meetings ...........................9
Section 3.05. Special Meetings ...........................9
Section 3.06. Meetings by Electronic Means of
Communication ........................................9
Section 3.07. Manner of Acting ..........................10
Section 3.08. Quorum ....................................10
Section 3.09. Vacancies .................................10
Section 3.10. Notice of Meetings; Waiver ................11
Section 3.11. Conduct of Meetings .......................11
Section 3.12. Compensation and Expenses .................11
Section 3.13. Directors' Assent .........................12
Section 3.14. Committees ................................12
<PAGE>
Section 3.15. Action Without a Meeting ..................13

BYLAW IV. OFFICERS ..........................................13
Section 4.01. Number and Titles .........................13
Section 4.02. Election and Term of Office ...............13
Section 4.03. Additional Officers, Agents, etc ..........13

-i-

Section 4.04. Removal ...................................14
Section 4.05. Resignations ..............................14
Section 4.06. Vacancies .................................14
Section 4.07. Powers, Authority and Duties ..............14
Section 4.08. The Chairman of the Board .................14
Section 4.09. The President .............................15
Section 4.10. The Vice Presidents .......................15
Section 4.11. The Secretary .............................16
Section 4.12. The Treasurer .............................16
Section 4.13. Assistant Secretaries and Assistant Treasurers 17

BYLAW V. CONTRACTS, LOANS, CHECKS AND DEPOSITS .............17
Section 5.01. Contracts .................................17
Section 5.02. Loans .....................................17
Section 5.03. Checks, Drafts, etc .......................17
Section 5.04. Deposits ..................................18

BYLAW VI. VOTING OF SECURITIES OWNED BY THIS CORPORATION ....18
Section 6.01. Authority to Vote .........................18
Section 6.02. Proxy Authorization .......................18

BYLAW VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER .......18
Section 8.01. Certificates for Shares ...................18
Section 8.02. Facsimile Signatures ......................19
Section 8.03. Signature by Former Officer ...............19
Section 8.04. Consideration for Shares ..................19
Section 8.05. Transfer of Shares ........................19
Section 8.06. Restrictions on Transfer. ...............20
Section 8.07. Lost, Destroyed or Stolen Certificates ....20
Section 8.08. Stock Regulations .........................20

BYLAW VIII. DISTRIBUTIONS ...................................21

BYLAW IX. INDEMNIFICATION ...................................21

BYLAW X. FISCAL YEAR ........................................28

BYLAW XI. SEAL ..............................................28

BYLAW XII. AMENDMENTS .......................................29
Section 13.01. By Shareholders ..........................29
Section 13.02. By Directors .............................29
Section 13.03. Implied Amendments .......................29

-ii-

B Y L A W S
<PAGE>
OF

PLASTICS MFG. COMPANY

BYLAW I. IDENTIFICATION

Section 1.01. NAME. The name of the corporation is Plastics Mfg.
Company (the "corporation").

Section 1.02. PRINCIPAL AND BUSINESS OFFICES. The corporation may
have such principal and other business offices as the Board of
Directors may designate or as the corporation's business may require
from time to time.

Section 1.03. REGISTERED AGENT AND OFFICE. The corporation's
registered agent may be changed from time to time by the corporation or
by the Board of Directors. The address of the corporation's registered
office may be changed from time to time by the corporation, by the
Board of Directors or by the registered agent. The business office of
the corporation's registered agent shall be identical to the registered
office. The corporation's registered office may be, but need not be,
identical with the corporation's principal office in the state of
Wisconsin.

Section 1.04. PLACE OF KEEPING CORPORATE RECORDS. The records and
documents specified in Section 180.1601, Wisconsin Statutes, shall be
kept at the corporation's principal office.

BYLAW II. SHAREHOLDERS

Section 2.01. ANNUAL MEETING. The annual shareholders meeting
shall be held at such time and place, either in or outside the state of
Wisconsin, as may be designated by the Board of Directors, for the
purpose of electing directors and for the transaction of such other
business as may come before the meeting; provided, however, that if not
so designated, the annual meeting shall be held on the fourth Tuesday
in January in each year.

Section 2.02. SPECIAL MEETINGS. Special shareholders' meetings
may be called by: (a) the chairman of the board; (b) the president; (c)
the Board of Directors or by such other officer(s) as it may authorize
from time to time; or (d) the president or secretary upon the written
request

-1-

of the holders of record of at least 10% of all the votes entitled to
be cast upon the matter(s) set forth as the purpose of the meeting in
such written request. Upon delivery to the president or secretary of a
written request pursuant to (d), above, stating the purpose(s) of the
requested meeting, dated and signed by the person(s) entitled to
request such a meeting, it shall be the duty of such officer to whom
the request is delivered to give notice of the meeting to shareholders.

Notice of any special meetings shall be given in the same manner
<PAGE>
provided in Section 2.04 of these Bylaws. Only business within the
purpose described in this special meeting notice shall be conducted at
a special shareholders' meeting.

Section 2.03. PLACE OF MEETING. The Board of Directors may
designate any place, either in or outside the state of Wisconsin, as
the place of meeting for any annual or special meeting. If no
designation is made by the Board of Directors, the place of meeting
shall be the corporation's principal office.

Section 2.04. NOTICE OF MEETING. The corporation shall notify
each shareholder who is entitled to vote at the meeting, of the date,
time and place of each annual or special shareholders' meeting. In the
case of special meetings, the notice shall also contain the purpose of
such special meeting. The meeting notice shall be given not less than
10 days nor more than 60 days before the meeting date. Notice of a
meeting must be sent by mail to the shareholder's address shown in the
corporation's current record of shareholders.

Section 2.05. WAIVER. Notice of any shareholders' meeting may be
waived by a shareholder, before or after the date and time stated in
the notice. The waiver must be in writing, contain the same
information that would have been required in the notice (except the
time and place of the meeting need not be stated), be signed by the
shareholder, and be delivered to the corporation for inclusion in the
corporate records.

Section 2.06. FIXING OF RECORD DATE. For the purpose of
determining shareholders of any voting group entitled to notice of or
to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board
of Directors may fix a future date as the record date. Such record
date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to
be taken. If no record date is so fixed by the board, the record date
for determination of such shareholders shall be at the close of
business on:

(a) With respect to the payment of a share dividend, the date
the board authorizes the share dividend;

-2-

(b) With respect to a distribution to shareholders (other
than one involving a repurchase or reacquisition of shares), the date
the board authorizes the distribution; or

When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the Board
of Directors fixes a new record date which it must do if the meeting is
<PAGE>
adjourned to a date more than 120 days after the date fixed for the
original meeting.

Section 2.07. VOTING LIST. After fixing a record date for a
meeting, the corporation shall prepare a list of the names of all of
its shareholders who are entitled to notice of a shareholders'
meeting. The list shall be arranged by class or series of shares and
show the address of and number of shares held by each shareholder. The
corporation shall make the shareholders' list available for inspection
by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing to the
date of the meeting, at the corporation's principal office (or at the
place identified in the meeting notice in the city where the meeting
will be held). The corporation shall make the shareholders' list
available at the meeting, and any shareholder or his agent or attorney
may inspect the list at any time during the meeting or any adjournment.

Section 2.08. QUORUM AND VOTING REQUIREMENTS. Except as otherwise
provided by the articles of incorporation, these Bylaws, or any
provision of the Wisconsin Business Corporation Law ("WBCL"), a
majority of the shares entitled to vote on all matters to be voted on
at the shareholders' meeting, represented in person or by proxy, shall
constitute a quorum. If a quorum is present, action on a matter is
approved if the number of votes in favor of the action is greater than
the number of votes against, unless the vote of a greater number of the
voting group is required by the articles of incorporation, these
Bylaws, or any provision of the WBCL. Even though less than a quorum
is represented, a majority of the shares represented at the meeting may
adjourn the meeting without further notice. At the adjourned meeting
at which a quorum shall be represented, any business may be transacted
that might have been transacted at the meeting as originally notified.

Section 2.09. CONDUCT OF MEETINGS. The chairman of the board, and
in his absence, the president and, in their respective absences, any
person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairman of the meeting. The

-3-

corporation's secretary shall act as secretary of all meetings of the
shareholders, but, in his absence, the presiding officer may appoint
any assistant secretary or other person to act as secretary of the
meeting.

Section 2.10. PROXIES. At all shareholders' meetings, a
shareholder entitled to vote may vote in person or by proxy appointed
in writing by the shareholder or by his duly authorized
attorney-in-fact. A proxy shall become effective when received by the
secretary or other officer or agent of the corporation authorized to
tabulate votes. Unless otherwise provided in the proxy, a proxy may be
revoked at any time before it is voted, either by written notice filed
with the secretary or other officer or agent of the corporation
authorized to tabulate votes, or by oral notice given by the
shareholder during the meeting. The presence of a shareholder who has
filed his proxy shall not of itself constitute a revocation. No proxy
shall be valid after 11 months from the date of its execution, unless
<PAGE>
otherwise provided in the proxy. The Board of Directors shall have the
power and authority to make rules establishing presumptions as to the
validity and sufficiency of proxies.

Section 2.11. VOTING OF SHARES. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a
shareholders' meeting, except to the extent that the voting rights of
the shares of any class or classes are enlarged, limited or denied by
the articles of incorporation or as otherwise required by the WBCL.

Section 2.12. VOTING OF SHARES BY CERTAIN HOLDERS.

(a) OTHER CORPORATIONS. Shares standing in another
corporation's name may be voted either in person or by proxy, by
the other corporation's president or any other officer appointed by
the president. A proxy executed by any principal officer of the
other corporation or such an officer's assistant shall be
conclusive evidence of the signer's authority to act, in the
absence of express notice to this corporation, given in writing
to this corporation's secretary, or other officer or agent of the
corporation authorized to tabulate votes, of the designation of
some other person by the corporation's Board of Directors or Bylaws.

(b) LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by an
administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver, or assignee for creditors, in a fiduciary
capacity, may be voted by the fiduciary, either in person or by
proxy, without transferring the shares into his name, provided that
there is filed with the secretary, before or at the time of the

-4-

meeting, proper evidence of his incumbency and the number of shares
held. Shares standing in a fiduciary's name may be voted by him,
either in person or by proxy. A proxy executed by a fiduciary
shall be conclusive evidence of the fiduciary's authority to give
such proxy, in the absence of express notice to the corporation,
given in writing to the corporation's secretary, or other officer
or agent of the corporation authorized to tabulate votes, that this
manner of voting is expressly prohibited or otherwise directed by
the document creating the fiduciary relationship.

(c) PLEDGEES. A shareholder whose shares are pledged shall
be entitled to vote the shares until they have been transferred
into the pledgee's name, and thereafter the pledgee shall be
entitled to vote the shares so transferred.

(d) MINORS. Shares held by a minor may be voted by the minor
in person or by proxy, and no such vote shall be subject to
disaffirmance or avoidance unless before the vote the corporation's
secretary, or other officer or agent of the corporation authorized
to tabulate votes, has received written notice or has actual
knowledge that the shareholder is a minor.

(e) INCOMPETENTS AND SPENDTHRIFTS. Shares held by an
incompetent or spendthrift may be voted by the incompetent or
<PAGE>
spendthrift in person or by proxy, and no such vote shall be
subject to disaffirmance or avoidance unless before the vote the
corporation's secretary, or other officer or agent of the
corporation authorized to tabulate votes, has actual knowledge that
the shareholder has been adjudicated an incompetent or spendthrift
or actual knowledge that judicial proceedings for appointment of a
guardian have been filed.

(f) JOINT TENANTS. Shares registered in the names of two or
more individuals who are named in the registration as joint tenants
may be voted in person or by proxy signed by one or more of the
joint tenants if either (1) no other joint tenant or his legal
representative is present and claims the right to participate in
the voting of the shares or, before the vote, files with the
corporation's secretary, or other officer or agent of the
corporation authorized to tabulate votes, a contrary written voting
authorization or direction or written denial of authority of the
joint tenant present or signing the proxy proposed to be voted, or
(2) all other joint tenants are deceased and the corporation's
secretary, or other officer or agent of the corporation authorized
to tabulate votes, has no actual knowledge that the survivor has
been adjudicated not to be the successor to the interests of those
deceased.

-5-

Section 2.13. ACTION WITHOUT A MEETING. Any action required or
permitted by the articles of incorporation, these Bylaws, or any
provision of law to be taken at a shareholders' meeting may be taken
without a meeting if one or more written consents, setting forth the
action so taken, shall be signed by all shareholders entitled to vote
on the subject matter of the action. Action taken pursuant to written
consent shall be effective when a consent or consents, signed by all of
the shareholders, is or are delivered to the corporation for inclusion
in the corporate records, unless some other effective date is specified
in the consent.

Section 2.14. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(a) ANNUAL MEETINGS OF SHAREHOLDERS.

(1) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (A) pursuant to the corporation's notice of meeting
delivered pursuant to Bylaw II, Section 2.04 of these Bylaws; (B)
by or at the direction of the Board of Directors; or (C) by any
shareholder of the corporation who is entitled to vote at the
meeting, who complied with the notice procedures set forth in
subparagraphs (2) and (3) of this paragraph (a) of this Bylaw and
who is a shareholder of record at the time such notice is delivered
to the secretary of the corporation.

(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to
clause (C) of subparagraph (a)(1) of this Bylaw, the shareholder
must have given timely notice thereof in writing to the secretary
<PAGE>
of the corporation. To be timely, the shareholder's notice shall
be delivered to the secretary at the principal offices of the
corporation not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the 90th day prior to
such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such
meeting is first made. Each shareholder's notice required by this
subparagraph (a) (2), shall set forth (A) the name, address, age
and principal occupation of each person whom the shareholder
proposes to nominate for election or reelection as a director; (B)
as to any other business that the

-6-

shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made;
and (C) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the
class and number of shares of the corporation which are owned
beneficially and of record by such shareholder and such beneficial
owner.

(3) Notwithstanding anything in the second sentence of
subparagraph (a) (2) of this Bylaw to the contrary, in the event
that the number of directors to be elected to the board of
directors of the corporation is increased and there is no public
announcement naming all of the nominees for director or specifying
the size of the increased board of directors made by the
corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by
this Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it
shall be delivered to the secretary at the principal executive
offices of the corporation not later than the close of business on
the 10th day following the day on which such public announcement is
first made by the corporation.

(b) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business
shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting pursuant to the corporation's
notice of meeting pursuant to Bylaw II, Section 2.04 of these
Bylaws. Nominations of persons for election to the Board of
Directors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the corporation's notice of
meeting (1) by or at the direction of the Board of Directors or (2)
by any shareholder of the corporation who is entitled to vote at
<PAGE>
the meeting, who complies with the notice procedures set forth in
this Bylaw and who is a shareholder of record at the time such
notice is delivered to the secretary of the corporation.
Nominations by shareholders of persons for election to the Board of
Directors may be made at such a special meeting of shareholders if
the shareholder's notice required by subparagraph (a) (2) of this
Bylaw shall be delivered to the secretary at the principal
executive offices of the corporation not earlier than
the 90th day prior to such special meeting and not later than the

-7-

close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at
such meeting.

(1) Only persons who are nominated in accordance with
the procedures set forth in this Bylaw shall be eligible to serve
as directors and only such business shall be conducted at a meeting
of shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Bylaw. Except as
otherwise provided by law, the articles of incorporation or these
Bylaws, the president of the corporation shall have the power and
duty to determine whether a nomination or any business proposed to
be brought before the meeting was made in accordance with the
procedures set forth in this Bylaw and, if any proposed nomination
or business is not in compliance with this Bylaw, to declare that
such defective proposal or nomination shall be disregarded.

(2) For purposes of this bylaw, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service
or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this
bylaw, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this bylaw.
Nothing in this bylaw shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

BYLAW III. BOARD OF DIRECTORS

Section 3.01. GENERAL POWERS. The corporation's powers shall be
exercised by or under the authority of, and its business and affairs
shall be managed under the direction of its Board of Directors, subject
to any limitations set forth in the articles of incorporation, these
<PAGE>
Bylaws, or any provision of the WBCL.

Section 3.02. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be not less than three nor more than

-8-

five. The exact number of directors, within the minimum and maximum
limitation, shall be fixed from time to time by resolution of the Board
of Directors. Each director shall hold office for a term of one year
and until his successor shall have been elected by the shareholders or
until his prior death, resignation or removal. A director may be
removed from office by a vote of the shareholders taken at any
shareholders' meeting called for that purpose, provided that a quorum
is present. A director may resign at any time by delivering his
written resignation to the Board of Directors.

Section 3.03. ELECTION. Directors shall be elected by the
shareholders at each annual shareholders' meeting. Each director shall
be elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

Section 3.04. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after the annual meeting of shareholders, and each
adjourned session thereof. The place of such regular meeting shall be
the same as the place of the meeting of shareholders which precedes it,
or such other suitable place as may be announced at such meeting of
shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the state of Wisconsin, for
the holding of additional regular meetings without other notice than
such resolution.

Section 3.05. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the
board, if any, or the president, or any two directors. The person or
persons authorized to call special meetings of the Board of Directors
may fix any place, either in or outside the state of Wisconsin, as the
place for holding any special meeting of the Board of Directors called
by them, and if no other place is fixed, the place of meeting shall be
the principal business office of the corporation in the state of
Wisconsin.

Section 3.06. MEETINGS BY ELECTRONIC MEANS OF COMMUNICATION.

(a) CONDUCT OF MEETINGS. The Board of Directors may, in
addition to conducting meetings in which each director participates
in person, conduct any regular or special meeting by the use of any
means of communication, provided all participating directors may
simultaneously hear each other during the meeting, all
communication during the meeting is immediately transmitted to
each participating director, and each participating director is

-9-
<PAGE>
able to immediately send messages to all other participating
directors. All participating directors shall be informed that a
meeting is taking place at which official business may be
transacted.

(b) VERIFICATION OF DIRECTORS' IDENTITY. The identity of each
director participating in a meeting of the Board of Directors
conducted pursuant to Section 3.06(a) (other than a meeting in which
each director participates in person) must be verified by the
secretary before the directors vote on (1) a plan of merger or
share exchange; (2) to sell, lease, exchange, or otherwise dispose
of substantially all of the property or assets of the corporation;
(3) to voluntarily dissolve or to revoke voluntary dissolution
proceedings; or (4) to file for bankruptcy. The secretary shall
verify each participating director's identity by requesting the
director to give the password which shall have been provided
specifically to such director in the notice of the meeting. For
purposes of this section, whether a disposal of property or assets
of the corporation involves "substantially" all of such property or
assets shall be determined by the Board of Directors.

Section 3.07. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, unless the act of a greater number
is required by law or by the articles of incorporation or these Bylaws.

Section 3.08. QUORUM. A majority of the number of directors as
required in Section 3.02 of these Bylaws shall constitute a quorum for
the transaction of business at any Board of Directors' meeting, and a
majority of the number of directors serving on a committee as
authorized in Section 3.14 of these Bylaws shall constitute a quorum
for the transaction of business at any committee meeting, but a
majority of the directors present (though less than such quorum) may
adjourn the meeting from time to time without further notice. These
provisions shall not, however, apply to the determination of a quorum
for actions taken pursuant to Bylaw VII of these Bylaws or any other
provisions of these Bylaws which fix different quorum requirements as
of the date of the adoption of this Section 3.08.

Section 3.09. VACANCIES. Any vacancy occurring in the board of
directors, including a vacancy created by an increase in the number of
directors, shall be filled only by the affirmative vote of a majority
of the directors then in office, though less than a quorum of the board
of directors. A director elected to fill a vacancy, other than a
vacancy created by an increase in the number of directors, shall be
elected for the unexpired term of his or her predecessor. A director

-10-

elected to fill a vacancy created by an increase in the number of
directors shall be elected for a term of office continuing only until
the next succeeding annual election of directors of any class.

Section 3.10. NOTICE OF MEETINGS; WAIVER. Written notice of each
Board of Directors' meeting, except meetings pursuant to Section 3.04
of these Bylaws, shall be delivered personally, or by mail, private
<PAGE>
carrier, telegram, telex, telecopy, or other document transmitted
electronically, to each director at his business address or at such
other address as the director shall have designated in writing and
filed with the secretary. Notice shall be given not less than 48 hours
before the meeting being noticed, or 72 hours before the meeting being
noticed if the notice is given by mail or private carrier. Oral notice
may be given but in no event less than one hour before the meeting.
Notice shall be deemed given at the time it is deposited with postage
prepaid in the United States mail or delivered to a private carrier or
telegraph company, as the case may be. Notice by telex, telecopy, or
other electronic transmission shall be deemed given when transmitted.
Oral notice is deemed given and effective when communicated. A
director may waive notice required under this section or by law at any
time, whether before or after the time of the meeting. The waiver must
be in writing, signed by the director, and retained in the corporate
record book. The director's attendance at a meeting shall constitute a
waiver of notice of the meeting, except when a director attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of the meeting.

Section 3.11. CONDUCT OF MEETINGS. The chairman of the board, if
any, and in his absence, the president, and in the absence of both of
them, any director chosen by the directors present, shall call meetings
of the Board of Directors to order and shall act as chairman of the
board of the meeting. The secretary of the corporation shall act as
secretary of all meetings of the Board of Directors, but in the absence
of the secretary, the presiding officer may appoint any assistant
secretary or any director or other person present to act as secretary
of the meeting.

Section 3.12. COMPENSATION AND EXPENSES. The Board of Directors,
by affirmative vote of a majority of the directors then in office and
irrespective of any personal interest of any of its members, may (a)
establish reasonable compensation of all directors for services to the
corporation as directors or may delegate this authority to an
appropriate committee, (b) provide for, or delegate authority to an
appropriate committee to provide for, reasonable pensions, disability

-11-

or death benefits, and other benefits or payments to directors of the
corporation and to their estates, families, dependents, or
beneficiaries for prior services rendered to the corporation by the
directors, and (c) provide for reimbursement of reasonable expenses
incurred in the performance of the directors' duties, including the
expense of traveling to and from board meetings.

Section 3.13. DIRECTORS' ASSENT. A director of the corporation
who is present at a meeting of the Board of Directors or of a committee
of the board of which he is a member, at which action on any corporate
matter is taken, shall be deemed to have assented to the action taken
unless (a) he objects at the beginning of the meeting (or promptly upon
his arrival) to holding it or transacting business at the meeting; or
<PAGE>
(b) minutes of the meeting are prepared and his dissent or abstention
from the action taken is entered in the minutes of the meeting; or (c)
he delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor
of the action taken.

Section 3.14. COMMITTEES. The Board of Directors may create and
appoint members to one or more committees, by resolution adopted by the
affirmative vote of a majority of the number of directors required by
Section 3.02 of these Bylaws. Each committee shall consist of two or
more directors. To the extent provided in the resolution as initially
adopted and as thereafter supplemented or amended by further resolution
of the Board of Directors, each committee shall have and may exercise,
when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the corporation's business and
affairs, except that a committee may not (a) authorize distributions;
(b) approve or propose to shareholders action that requires shareholder
approval; (c) elect the principal officers; (d) amend the corporation's
or any subsidiary's articles of incorporation, or amend, adopt, or
repeal these Bylaws; (e) approve a plan of merger not requiring
shareholder approval; (f) authorize or approve reacquisition of shares
except by a formula or method approved or prescribed by the Board of
Directors; (g) authorize or approve the issuance or sale or contract
for sale of shares or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except
that the Board of Directors may authorize a committee or a senior
executive officer of the corporation to do so within limits prescribed
by the Board of Directors; or (h) fill vacancies on the Board of
Directors or on committees created pursuant to this section, unless the
Board of Directors, by resolution, provides that committee vacancies
may be filled by a majority of the remaining committee members.

-12-

The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any
absent member or members at any meeting of the committee, upon the
request of the president or of the chairman of the meeting. Each
committee shall fix its own rules governing the conduct of its
activities and shall make such report of its activities to the Board of
Directors as the board may request.

Section 3.15. ACTION WITHOUT A MEETING. Any action required or
permitted by the articles of incorporation, these Bylaws, or any
provision of law to be taken by the Board of Directors at a board
meeting may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by all of the
directors entitled to vote on the subject matter of the action and
retained in the corporate records. Action taken pursuant to written
consent shall be effective when the last director signs the consent or
upon such other effective date as is specified in the consent.

BYLAW IV. OFFICERS
<PAGE>
Section 4.01. NUMBER AND TITLES. The corporation's principal
officers shall be a chairman of the board, a president, a secretary,
and a treasurer, each of whom shall be elected by the board. There
may, in addition, be one or more vice presidents, whenever the board
shall see fit to cause such office or offices to be filled. If there
is more than one vice president, the board may establish designations
for the vice presidencies to identify their functions or their order.
The same natural person may simultaneously hold more than one office.

Section 4.02. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting
of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected, or until the officer's death or
resignation or removal in the manner hereinafter provided.

Section 4.03. ADDITIONAL OFFICERS, AGENTS, ETC. In addition to
the officers referred to in Section 4.01 of these Bylaws, the
corporation may have such other officers, assistants to officers,
acting officers and agents, as the Board of Directors may deem
necessary and may appoint or the president may appoint in accordance
with these Bylaws. Each such person shall act under his appointment
for such period, have such authority, and perform such duties as may be
provided in these Bylaws, or as the board may from time to time
determine.

-13-

The Board of Directors may delegate to any officer the power to appoint
any subordinate officers, assistants to officers, acting officers, or
agents. In the absence of any officer, or for any other reason the
Board of Directors may deem sufficient, the board may delegate, for
such time as the board may determine, any or all of an officer's powers
and duties to any other officer or to any director.

Section 4.04. REMOVAL. The Board of Directors may remove any
officer or agent at any time, with or without cause, but the removal
shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment to office shall not of
itself create contract rights.

Section 4.05. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board of Directors, the president, or the
secretary. Any such resignation shall take effect at the time the
notice of resignation is delivered, unless the notice specifies a later
effective date. Unless otherwise specified in the notice of
resignation, the acceptance of the resignation shall not be necessary
to make it effective.

Section 4.06. VACANCIES. A vacancy in any principal office
because of death, resignation, removal, disqualification, or other
reason shall be filled by the Board of Directors for the unexpired
portion of the term. A vacancy in any other office, as created under
Section 4.01, of this Bylaw IV, because of death, resignation, removal,
<PAGE>
disqualification, or other reason may be filled by the Board of
Directors for the unexpired portion of the term.

Section 4.07. POWERS, AUTHORITY AND DUTIES. Officers of the
corporation shall have the powers and authority conferred and the
duties prescribed by the Board of Directors or the officer who
appointed them in addition to and to the extent not inconsistent with
those specified in other sections of this Bylaw IV.

Section 4.08. THE CHAIRMAN OF THE BOARD. The chairman of the
board, if and while there be an incumbent of the office, shall be the
chief executive officer of the corporation and shall preside at all
meetings of the Board of Directors and, to the extent provided for
herein, meetings of the shareholders at which he is present. The
chairman of the board shall have and exercise general supervision over
the conduct of the corporation's affairs and over its other officers,
subject, however, to the board's control. The chairman of the board
shall from time to time report to the board all matters within his
knowledge that the corporation's interests may require to be brought to
the board's notice. The chairman of the board shall, whenever

-14-

practicable, be consulted on all matters of general policy and shall
have such authority and duties as the Board of Directors shall from
time to time determine.

Section 4.09. THE PRESIDENT. The president, unless otherwise
determined by the Board of Directors and unless there shall be a
chairman of the board then in office, shall be the chief executive
officer of the corporation. Subject to the control of the Board of
Directors and the chairman of the board, the president shall oversee
and direct the business and affairs of the corporation. The president
shall have authority, pursuant to Section 4.03 of these Bylaws, subject
to such rules as may be prescribed by the Board of Directors, to
appoint such additional officers, assistants to officers, acting
officers, agents and employees of the corporation as the president
shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and
employees shall hold office at the discretion of the president. The
president shall have authority together with another officer to sign,
execute and deliver in the corporation's name all instruments either
when specifically authorized by the Board of Directors or when required
or deemed necessary or advisable by the president in the ordinary
conduct of the corporation's normal business, except in cases where the
signing and execution of the instruments shall be expressly delegated
by these Bylaws or by the board to the president, acting alone, or to
some other officer or agent of the corporation or shall be required by
law or otherwise to be signed or executed by some other officer or
agent. In general, the president shall perform all duties incident to
the office of president and such other duties as may be prescribed by
the Board of Directors from time to time.

Section 4.10. THE VICE PRESIDENTS. In the president's absence, or
in the event of his death or inability or refusal to act, or if for any
reason it shall be impractical for the president to act personally, the
<PAGE>
vice president (or if there is more than one vice president, the vice
presidents in the order designated by the Board of Directors, or in the
absence of any designation, in the order of their election) shall
perform the duties of the president, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
president. Each vice president shall perform such other duties and
have such authority as from time to time may be delegated or assigned
to him by the chairman of the board, if any, the president or by the
Board of Directors. The execution of any instrument of the corporation
by any vice president shall be conclusive evidence, as to third
parties, of his authority to act in the president's place.

-15-

Section 4.11. THE SECRETARY. The secretary shall:

(a) keep the record of all minutes of the shareholders and of
the Board of Directors in one or more books provided for that
purpose;

(b) see that all notices are duly given in accordance with
these Bylaws or as required by law;

(c) be custodian of the corporation's corporate records and
see that the books, reports, statements, certificates and all
other documents and records required by law are properly kept and
filed;

(d) have charge, directly or through such transfer agent or
agents and registrar or registrars as the Board of Directors may
appoint, of the issue, transfer, and registration of certificates
for shares in the corporation and of the records thereof, such
records to be kept in such manner as to show at any time the number
of shares in the corporation issued and outstanding, the names and
addresses of the shareholders of record, and the numbers and
classes of shares held by each;

(e) exhibit at reasonable times upon the request of any
director the records of the issue, transfer, and registration of
the corporation's share certificates, at the place where those
records are kept, and have these records available at each
shareholders' meeting;
and

(f) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be
assigned to him by the chairman of the board, the president or by
the Board of Directors.

Section 4.12. THE TREASURER. The treasurer shall:

(a) have charge and custody of, and be responsible for, all
of the corporation's funds and securities; receive and give
receipts for monies due and payable to the corporation from any
source whatsoever; deposit all such monies in the corporation's
name in such banks, financial institutions, trust companies or
<PAGE>
other depositories as shall be selected in accordance with the
provisions of Section 5.04 of these Bylaws; cause such funds to be
disbursed by checks or drafts on the authorized corporation's
depositories, signed as the Board of Directors may require; and be
responsible for the accuracy of the amounts of, and cause to be
preserved proper vouchers for, all monies disbursed; and

-16-

(b) in general, perform all duties incident to the office of
treasurer and such other duties as from time to time may be
delegated or assigned to him by the chairman of the board, the
president or by the Board of Directors.

If required by the Board of Directors, the treasurer shall furnish a
bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the board shall determine.

Section 4.13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
There shall be such number of assistant secretaries and assistant
treasurers as the Board of Directors may from time to time authorize.
The assistant secretaries may sign with the president or a vice
president, certificates for shares of the corporation, the issuance of
which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall respectively, if required by
the Board of Directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors
shall determine. The assistant secretaries and assistant treasurers,
in general, shall perform such duties and have such authority as shall
from time to time be delegated or assigned to them by the secretary or
the treasurer, respectively, or by the chairman of the board, the
president or by the Board of Directors.

BYLAW V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.01. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute or deliver any instrument in the corporation's name and on its
behalf. The authorization may be general or confined to specific
instruments. When an instrument is so executed, no other party to the
instrument or any third party shall be required to make any inquiry
into the authority of the signing officer or officers, agent or agents.

Section 5.02. LOANS. No indebtedness for borrowed money shall be
contracted on the corporation's behalf and no evidences of such
indebtedness shall be issued in its name unless authorized by or under
the authority of a resolution of the Board of Directors. The
authorization may be general or confined to specific instances.

Section 5.03. CHECKS, DRAFTS, ETC. All checks, drafts, or other
orders for the payment of money, or notes or other evidences of
indebtedness issued in the corporation's name, shall be signed by such
officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by or under the
<PAGE>
-17-

authority of a resolution of the Board of Directors.

Section 5.04. DEPOSITS. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
corporation's credit in such banks, trust companies, or other
depositories as may be selected by or under the authority of a
resolution of the Board of Directors.

BYLAW VI. VOTING OF SECURITIES OWNED BY THIS CORPORATION

Section 6.01. AUTHORITY TO VOTE. Any shares or other securities
issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of the issuing corporation's
security holders by the president of this corporation if he be present,
or in his absence, by any vice president of this corporation who may be
present.

Section 6.02. PROXY AUTHORIZATION. Whenever, in the judgment of
the president, or in his absence, of any vice president, it is
desirable for this corporation to execute a proxy or written consent
with respect to any shares or other securities issued by any other
corporation and owned by this corporation, the proxy or consent shall
be executed in this corporation's name by the president or one of the
vice presidents of this corporation, without necessity of any
authorization by the Board of Directors, counter-signature, or
attestation by another officer. Any person or persons designated in
this manner as this corporation's proxy or proxies shall have full
right, power and authority to vote the shares or other securities
issued by the other corporation and owned by this corporation in the
same manner as the shares or other securities might be voted by this
corporation.

BYLAW VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 8.01. CERTIFICATES FOR SHARES. Certificates representing
shares in the corporation shall, at a minimum, state on their face all
of the following: (a) the name of the corporation and that it is
organized under the laws of the state of Wisconsin; (b) the name of the
person to whom issued; and (c) the number and class of shares that the
certificate represents. The share certificates shall be signed by the
president or any vice president and by the secretary and any assistant
secretary or any other officer or officers designated by the Board of
Directors. A record shall be kept of the name of the owner or owners
of the shares represented by each certificate, the number of shares
represented by each certificate, the date of each certificate, and in

-18-

case of cancellation, the date of cancellation. Every certificate
surrendered to the corporation for exchange or transfer shall be
cancelled, and no new certificate or certificates shall be issued in
exchange for any existing certificates until the existing certificates
shall have been so cancelled, except in cases provided for in Section
<PAGE>
8.08 of these Bylaws.

Section 8.02. FACSIMILE SIGNATURES. The signatures of the
president or vice president and the secretary or assistant secretary
upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other
than the corporation itself or an employee of the corporation.

Section 8.03. SIGNATURE BY FORMER OFFICER. If an officer who has
signed or whose facsimile signature has been placed upon any share
certificate shall have ceased to be an officer before the certificate
is issued, the corporation may issue the certificate with the same
effect as if he were an officer at the date of its issue.

Section 8.04. CONSIDERATION FOR SHARES. The corporation's shares
may be issued for such consideration as shall be determined by the
Board of Directors to be adequate. When the corporation receives
payment of the consideration for which shares are to be issued, the
shares shall be deemed fully paid and nonassessable by the corporation.

Section 8.05. TRANSFER OF SHARES. Transfers of shares in the
corporation shall be made on the corporation's books only by the
registered shareholder, by his legal guardian, executor, or
administrator, or by his or her attorney authorized by a power of
attorney duly executed and filed with the corporation's secretary or
with a transfer agent appointed by the Board of Directors, and on
surrender of the certificate or certificates for the shares. Where a
share certificate is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner
or any other person suffering a loss as a result of the registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into
adverse claims or has discharged the duty. The corporation may require
reasonable assurance that the endorsements are genuine and effective in
compliance with such other regulations as may be prescribed by or under
the Board of Directors' authority. The person in whose name shares
stand on the corporation's books shall, to the full extent permitted by
law, be deemed the owner of the shares for all purposes.

-19-

Section 8.06. RESTRICTIONS ON TRANSFER.

(a) No sale, gift, bequest, transfer or other
disposition of any kind (collectively, a "Disposition")
of less than the Minimum Number of Shares shall be made
by any shareholder to any person who is not a shareholder of
record of the corporation as of the date of the Disposition.
For purposes of these Bylaws, the term "Minimum Number of
Shares" shall mean the lesser of (1) 1,000 shares (as adjusted
for stock dividends, stock splits or other changes in the
capitalization of the corporation) or (2) all shares then held
of record by the shareholder as of the date of the
Disposition.

(b) Any attempted Disposition which is prohibited by
<PAGE>
Section 8.06(a) shall be void for all purposes under these
Bylaws and the corporation or any transfer agent of the
corporation which has been appointed with respect to the
common stock shall be not required to transfer record
ownership of any certificate or certificates representing the
common stock presented for transfer if such Disposition would
be in violation of Section 8.06(a).

(c) Each stock certificate provided for in Section 8.01
of these Bylaws which is issued from and after January 23,
1997 shall bear a conspicuous legend in such form as may be
adopted by the Board of Directors from time to time and at any
time setting forth the restrictions on Dispositions provided
in Section 8.06(a).

Section 8.07. LOST, DESTROYED OR STOLEN CERTIFICATES. If an owner
claims that his share certificate has been lost, destroyed, or
wrongfully taken, a new certificate shall be issued in place of the
original certificate if the owner (a) so requests before the
corporation has notice that the shares have been acquired by a bona
fide purchaser; (b) files with the corporation a sufficient indemnity
bond (unless such bond is waived by the Board of Directors); and (c)
satisfies such other reasonable requirements as may be prescribed by or
under the authority of the Board of Directors.

Section 8.08. STOCK REGULATIONS. The Board of Directors shall
have the power and authority to make all such further rules and
regulations not inconsistent with the statutes of the state of
Wisconsin as they may deem expedient concerning the registration of
certificates representing shares of the corporation.

-20-

BYLAW VIII. DISTRIBUTIONS

The Board of Directors may make distributions to its shareholders
whenever and in whatever amounts as, in the board's opinion, the
corporation's condition renders advisable in the manner and upon the
terms and conditions provided by law and the restated articles of
incorporation.

BYLAW IX. INDEMNIFICATION

(a) MANDATORY INDEMNIFICATION.

(1) Subject to the conditions and limitations of this Bylaw
IX and the corporation's articles of incorporation, the corporation
shall, to the fullest extent permitted by the Wisconsin Business
Corporation Law as it may then be in effect, indemnify and hold
harmless each person (and the heirs and legal representatives of
such person) who is or was a director or officer of the
corporation, or of any other corporation or other enterprise which
is served in any capacity at the request of the corporation (the
"executive"), against any and all expenses (including, but not
limited to, fees, costs, charges, disbursements, attorneys' fees
<PAGE>
and any other expenses (hereafter collectively referred to as
"expenses")) and liabilities (including, but not limited to, the
obligation to pay a judgment, settlement, penalty, assessment,
forfeiture or fine, including an excise tax assessed with respect
to an employee benefit plan (hereinafter collectively referred to
as "liabilities")) actually and reasonably incurred by him in
connection with the result from any threatened, pending or
completed civil, criminal, administrative or investigative action,
suit, arbitration or other proceeding (whether brought by or in the
right of the corporation or such other corporation or otherwise)
("proceedings"), or in connection with an appeal relating thereto,
including, without limitation, proceedings brought under and/or
predicated upon the Securities Act of 1933, as amended, and/or the
Securities Exchange Act of 1934, as amended, and/or the Investment
Company Act of 1940, as amended, and/or their respective state
counterparts and/or any rule or regulation promulgated thereunder,
in which he may become involved, as a party or otherwise, by reason
of his being or having been such executive, or by reason of any
past or future action or omission or alleged action or omission
(including those antedating the adoption of the Bylaw) by him
in such capacity, whether or not he continues to be such at the
time such liability or expense is incurred, either:

-21-

(A) to the extent he is successful on the merits or
otherwise in the defense of a proceeding, or

(B) to the extent he is not successful on the merits or
otherwise in the defense of a proceeding, unless it is
determined pursuant to paragraph (b) of this Bylaw that
liability was incurred because the executive breached or
failed to perform a duty he owed to the corporation and the
breach or failure to perform constituted:

(i) a willful failure to deal fairly with the
corporation or its shareholders in connection with a
matter in which the executive had a material conflict of
interest,

(ii) a violation of criminal law, unless the
executive had reasonable cause to believe his conduct was
lawful or no reasonable cause to believe his conduct was
unlawful,

(iii) a transaction from which the executive derived
an improper personal profit, or

(iv) willful misconduct.

(2) In the event the executive is or was serving as an
executive, trustee, fiduciary, administrator, employee or agent of
an employee benefit plan sponsored by or otherwise associated with
the corporation and incurs expenses or liabilities by reason of a
proceeding having been brought, or having been threatened, against
such executive because of his status as such an executive, trustee,
<PAGE>
fiduciary, administrator, employee or agent of such plan or by
reason of his performing duties in any such capacities, the
corporation shall indemnify and hold harmless the executive against
any and all of such reasonable amounts subject to the provisions of
paragraph (a) hereof.

(3) The corporation may agree to indemnify and allow
reasonable expenses for an employee or agent of the corporation
who is not an executive by general or specific action of the Board
of Directors, or by contract or agreement.

(b) RIGHT TO INDEMNIFICATION; HOW DETERMINED.

(1) An executive's indemnification under this Bylaw IX shall
be determined pursuant to one of the following means (the
"Authority") as may be selected by the executive seeking such
indemnification:

-22-

(A) by a majority vote of a quorum of the Board of
Directors consisting of directors not at the time parties to
the same or related proceedings. If a quorum of disinterested
directors cannot be obtained, by a majority vote of a
committee duly appointed by the Board of Directors and
consisting of two or more directors not at the time parties
to the same or related proceedings. Directors who are parties
to the same or related proceedings may participate in the
designation of the members of the committee;

(B) by independent legal counsel selected by a quorum of
the Board of Directors or its committee in the manner
prescribed in (i) above or, if unable to obtain such quorum or
committee, by majority vote of the full Board of Directors,
including directors who are parties to the same or related
proceedings;

(C) by a panel of three arbitrators consisting of one
arbitrator selected by those directors entitled under (ii)
above to select independent legal counsel, one arbitrator
selected by the executive seeking indemnification and one
arbitrator selected by the two arbitrators previously
selected;

(D) by an affirmative vote of shares as set forth in
Section 2.08 of Bylaw II of these Bylaws;

(E) by a court pursuant to the Wisconsin Business
Corporation Law as it may then be in effect; or

(F) by any other method provided for by the articles of
incorporation, contract or agreement. In any such
determination there shall exist a rebuttable presumption
that the executive has met such standard(s) of conduct and is
therefore entitled to indemnification pursuant to this Bylaw
IX. The burden of rebutting such presumption by clear and
<PAGE>
convincing evidence shall be on the corporation. The
Authority shall make a determination within sixty days of
being selected and shall simultaneously submit a written
opinion of its conclusions to both the corporation and the
executive and, if the Authority determines that the executive
is entitled to be indemnified for any amounts pursuant to this
Bylaw IX, the corporation shall pay such amounts (net of all
amounts, if any, previously advanced to the executive pursuant
to paragraph (d), including interest thereon as provided in
paragraph (e)(3), to the executive (or to such other person or
entity as he may designate in writing to the corporation)
within ten days of receipt of such opinion.

-23-

(2) Any executive may, either before or within two years
after a determination, if any, has been made by the Authority,
petition the appropriate circuit court of the state of Wisconsin or
any other court of competent jurisdiction to determine whether the
executive is entitled to indemnification under this Bylaw IX, and
such court shall thereupon have the exclusive authority to make
such determination unless and until such court dismisses or
otherwise terminates such proceeding without having made such
determination. The court shall, as petitioned, make an independent
determination of whether the executive is entitled to
indemnification as provided under this Bylaw IX, irrespective of
any prior determination made by the Authority; provided, however,
that there shall exist a rebuttable presumption that the executive
has met the applicable standard(s) of conduct and is therefore
entitled to indemnification pursuant to this Bylaw IX. The burden
of rebutting such presumption by clear and convincing evidence
shall be on the corporation. If the court determines that the
executive is entitled to be indemnified for any amounts pursuant to
this Bylaw IX, unless otherwise ordered by such court, the
corporation shall pay such amounts (net of all amounts, if any,
previously advanced to the executive pursuant to paragraph (d),
including interest thereon as provided in paragraph (e)(3), to the
executive (or to such other person or entity as the executive may
designate in writing to the corporation) within ten days of the
rendering of such determination. An executive shall pay all
expenses incurred by the executive in connection with the judicial
determination provided in this paragraph (b)(2), and any subsequent
appeal thereof, unless it shall ultimately be determined by the
court that he is entitled to be indemnified, in whole or in part,
by the corporation as authorized in this Bylaw IX.

(3) Except as otherwise set forth in this subparagraph
(2)(b), the expenses associated with the indemnification process
set forth in this paragraph (b), including, without limitation, the
expenses of the Authority selected hereunder, shall be paid by the
corporation.

(c) TERMINATION OF A PROCEEDING IS NONCONCLUSIVE. The
termination of any proceeding, no matter by whom brought, including,
without limitation, Securities Law proceedings, by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
<PAGE>
equivalent, shall not, of itself, create a presumption that the
executive has not met the applicable standard(s) of conduct set forth
in paragraph (a).

-24-

(d) ADVANCE PAYMENT.

(1) Upon written request, the corporation shall advance
expenses to, or where appropriate, at its expense, undertake the
defense of, every such person prior to the final disposition
thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification under this Bylaw
IX together with a written affirmation of his good faith and belief
that he has not breached or failed to perform his duties to the
corporation.

(2) In the event the corporation makes an advance of
expenses to the executive pursuant to this Bylaw IX, the
corporation shall be subrogated to each and every right of recovery
the executive may have against any insurance carrier from whom the
corporation has purchased insurance for such purpose, if any.

(e) PARTIAL INDEMNIFICATION; INTEREST.

(1) If it is determined pursuant to this Bylaw IX that an
executive is entitled to indemnification as to some claims, issues
or matters, but not as to other claims, issues or matters, involved
in any proceeding, no matter by whom brought, including, without
limitation, Securities Law proceedings, the Authority (or the
court) shall authorize the reasonable proration (and payment by the
corporation) of such expenses and liabilities with respect to which
indemnification is sought by the executive, among such claims,
issues or matters as the Authority (or the court) shall deem
appropriate in light of all of the circumstances of such proceeding.

(2) If it is determined pursuant to this Bylaw IX that
certain amounts incurred by an executive, are for whatever reason,
unreasonable in amount, the Authority (or the court) shall
authorize indemnification to be paid by the corporation to the
executive for only such amounts as the Authority (or the court)
shall deem reasonable in light of all of the circumstances of such
proceeding.

(3) To the extent deemed appropriate by the Authority
pursuant to this Bylaw IX, or by the court before which such
proceeding was brought, interest shall be paid by the corporation
to an executive, at a reasonable interest rate, for amounts for
which the corporation indemnifies the executive.

(f) LIMITATION OF DERIVATIVE PROCEEDINGS AND RELEASE OF DERIVATIVE
CLAIMS. No proceeding shall be brought and no cause of action shall be

-25-
<PAGE>
asserted, including, without limitation, Securities Law proceedings, by
or in the right of the corporation, against the executive, his spouse,
heirs, executors or administrators after the expiration of two years
from the date the executive ceases, for any reason whatsoever, to serve
as an executive of the corporation and/or of an affiliate unless
asserted by the filing of an appropriate proceeding within such
two-year period. The provisions of any federal, state or local law or
statute providing in substance that releases shall not extend to
claims, demands, injuries or damages which are unknown or unsuspected to
exist at the time to the person or entity executing such release are
hereby expressly waived by the corporation and its shareholders.

(g) NONEXCLUSIVITY OF BYLAW IX. The right to indemnification
provided to an executive by this Bylaw IX shall not be deemed exclusive
of any other rights to indemnification or the advancement of expenses
to which he may be entitled under any charter provision, contract,
agreement, resolution, vote of shareholders or disinterested directors
of the corporation or otherwise, including, without limitation, under
Federal law or Wisconsin Business Corporation Law as it may then be in
effect, both as to acts in his official capacity as such executive or
other employee or agent of the corporation or of an affiliate or as to
acts in any other capacity while holding such office or position, and
the terms and provisions of this Bylaw IX shall continue as to the
executive if he ceases to be an executive or other employee or agent of
the corporation or of an affiliate, and such terms and provisions shall
inure to the benefit of the heirs, executors and administrators of the
executive.

(h) INSURANCE.

(1) The corporation may purchase and maintain insurance on
behalf of an executive, agent or employee against any liability
asserted against him or incurred by or on behalf of him or her in
such capacity as an executive or other employee or agent of the
corporation or of an affiliate, or arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this
Bylaw IX or under Wisconsin Business Corporation Law as it may then
be in effect. The purchase and maintenance of such insurance shall
not in any way limit or affect the rights and obligations of the
corporation or the executive under this Bylaw IX and the execution
and delivery of this Bylaw IX by the corporation and the executive
shall not in any way limit or affect the rights and obligations of
the corporation or of the other party or parties thereto under any
such policy or agreement of insurance.

-26-

(2) If an executive shall receive payment from any insurance
carrier or from the plaintiff in any proceeding against the
executive in respect of indemnified amounts after payments on
account of all or part of such indemnified amounts have been made
by the corporation pursuant to this Bylaw IX, the executive shall
promptly reimburse the corporation for the amount, if any, by which
the sum of such payment by such insurance carrier or such plaintiff
and payments by the corporation to the executive exceeds such
<PAGE>
indemnified amounts; provided, however, that such portions, if any,
of such insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such
as deductible or co-insurance payments, shall not be deemed to be
payments to the executive hereunder. In addition, upon payment of
indemnified amounts under this Bylaw IX, the corporation shall be
subrogated to an executive's rights against any insurance carrier
in respect of such indemnified amounts and the executive shall
execute and deliver any and all instruments and/or documents and
perform any and all other acts or deeds which the corporation deems
necessary or advisable to secure such rights. The executive shall
do nothing to prejudice such rights of recovery or subrogation.

(i) WITNESS EXPENSES. Upon the executive's written request, the
corporation shall pay (in advance or otherwise) or reimburse any and
all expenses reasonably incurred by him in connection with his or her
appearance as a witness in any proceeding at a time when he has not
been formally named a defendant or respondent to such a proceeding.

(j) CONTRIBUTION.

(1) In the event the indemnity provided for in paragraph (a)
is unavailable to the executive for any reason whatsoever, the
corporation, in lieu of indemnifying the executive, shall
contribute to the amount reasonably incurred by or on behalf of the
executive, whether for liabilities and/or for expenses in
connection with any proceeding, no matter by whom brought,
including without limitation, Securities Law proceedings, in such
proportion as is deemed fair and reasonable by the Authority
pursuant to paragraph (b) hereof, or by the court before which such
proceeding was brought, taking into account all of the
circumstances of such proceeding, in order to reflect:

(A) the relative benefits received by the corporation
and the executive as a result of the event(s) and/or
transaction(s) giving cause to such proceeding; and/or

-27-

(B) the relative fault of the corporation (and its other
executives, employees and/or agents) and the executive in
connection with such event(s) and/or transaction(s).

(2) The executive shall not be entitled to contribution from
the corporation under this paragraph (j) if it is determined by the
Authority pursuant to paragraph (b), or by the court before which
such proceeding was brought, that the executive, in the performance
of his duty to the corporation or otherwise, violated the
provisions of paragraph(a).

(3) The corporation's payment of, and the executive's right
to, contribution under this paragraph (j) shall be made and
determined in accordance with paragraph (b) hereof relating to
the corporation's payment of, and the executive's right to,
indemnification under this Bylaw IX.
<PAGE>
(k) SEVERABILITY. In the event that any provision of this Bylaw
IX shall be deemed invalid or inoperative, or in the event that a court
of competent jurisdiction determines that any of the provisions of this
Agreement contravene public policy, this Bylaw IX shall be construed so
that the remaining provisions shall not be affected, but shall remain
in full force and effect, and any such provisions which are invalid or
inoperative or which contravene public policy shall be deemed, without
further action or deed on the part of any person, to be modified,
amended and/or limited, but only to the extent necessary to render the
same valid and enforceable, and the corporation shall indemnify the
executive as to reasonable expenses, judgments, fines and amounts
incurred in settlement with respect to any proceeding, no matter by
whom brought, including Securities Law proceedings, to the full extent
permitted by any applicable provision of this Bylaw IX that shall not
have been invalidated and to the full extent otherwise permitted by the
Wisconsin Business Corporation Law as it may then be in effect.

BYLAW X. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of
October and end on the 30th day of September in each year.

BYLAW XI. SEAL

The corporation shall not have a corporate seal, and all formal
corporate documents shall, when required, carry the designation "No
Seal" along with the signature of the officer or officers.

-28-

BYLAW XII. AMENDMENTS

Section 13.01. BY SHAREHOLDERS. Unless a greater number of shares
is required under the terms of any section of any bylaw of these Bylaws
which has been adopted by the shareholders, these Bylaws may be
altered, amended or repealed and new bylaws may be adopted by the
shareholders by affirmative vote of not less than a majority of all
voting groups of this corporation entitled to vote in the election of
directors present or represented at any annual or special meeting of
the shareholders at which a quorum is in attendance.

Section 13.02. BY DIRECTORS. These Bylaws may also be altered,
amended or repealed and new bylaws may be adopted by the Board of
Directors by affirmative vote of a majority of the number of directors
present at any meeting at which a quorum is in attendance; but no bylaw
adopted by the shareholder shall be amended or repealed by the Board of
Directors if the bylaw so adopted so provides.

Section 13.03. IMPLIED AMENDMENTS. Any action taken or authorized
by the shareholders or by the Board of Directors, which would be
inconsistent with the bylaws then in effect but is taken or authorized
by affirmative vote of not less than the number of shares or the number
of directors required to amend the bylaws so that the bylaws would be
consistent with such action, shall be given the same effect as though
the bylaws had been temporarily amended or suspended so far, but only
<PAGE>
so far, as is necessary to permit the specific action so taken or
authorized.

-29-

Exhibit 4.1

NUMBER SHARES
INCORPORATED UNDER THE LAWS OF

THE STATE OF
WISCONSIN

PLASTICS MFG. COMPANY

15,000,000 SHARES COMMON STOCK, NO PAR VALUE

THIS CERTIFIES THAT SPECIMEN

is the owner of _____________________________________ fully paid

and non-assessable Shares of the Capital Stock of the above named

Corporation transferable only on the books of the Corporation by

the holder hereof in person or by duly authorized Attorney upon

surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this

Certificate to be signed by its duly authorized officers and its

Corporate Seal to be hereunto affixed this ___ day of ___ A.D. ____

_____________________________ _______________________________
TREASURER/SECRETARY PRESIDENT

Exhibit 4.2

Revolving Business Note
M&I Bank

PLASTICS MFG. COMPANY &
TECSTAR MFG. COMPANY OCTOBER 4, 1999 $2,000,000.00
Customer Date Amount

The undersigned ("Customer", whether one or more) promises to pay to
the order of M&I NORTHERN BANK ("Lender") at 3155 N. 124TH STREET,
BROOKFIELD, WI 53005, the principal sum of $ 2,000,000.00 or, if less,
the aggregate unpaid principal amount of all loans made under this
Note, plus interest, as set forth below.

Lender will disburse loan proceeds to Customer's deposit account number
____________________ or by other means acceptable to Lender.

Interest is payable on NOVEMBER 1, 1999 , and on the same date of
each SUCCEEDING month thereafter and at maturity.

Principal is payable FEBRUARY 1, 2001 .

This Note bears interest on the unpaid principal balance before
maturity at a rate equal to [Complete (a), (b) or (c); only one shall
apply]:

(a) N/A N/A% per year.
(b) N/A N/A percentage points in excess of the prime rate of
interest adopted by Lender as its base rate for interest rate
determinations from time to time which may or may not be the
lowest rate charged by Lender (with the rate changing as and when
that prime rate changes). The initial rate is N/A% per year.
(c) X This Note bears interest on the unpaid principal balance
before maturity (whether upon demand, acceleration or otherwise)
at the rates set forth on Exhibit A attached hereto.

Interest is computed on the basis of a 360-day year on the actual
number of days principal is unpaid. Unpaid principal and interest bear
interest after maturity (whether by acceleration or lapse of time)
until paid at Prime Rate plus 3%.

If any payment is not paid when due, if a default occurs under any
other obligation of any Customer to Lender or if Lender deems itself
insecure, the unpaid balance shall, at the option of Lender, and
without notice mature and become immediately payable. The unpaid
balance shall automatically mature and become immediately payable in
the event any Customer, surety, or guarantor becomes the subject of
bankruptcy or other insolvency proceedings. Lender's receipt of any
payment on this Note after the occurrence of an event of default shall
not constitute a waiver of the default or Lender's rights and remedies
upon such default.
<PAGE>
This Note may be prepaid in full or in part without penalty.

Lender is authorized to automatically charge payments due under
this Note to account number N/A (See reverse side regarding
Notice of Transfers Varying in Amount.)

N/A Check here only if this Note is to be secured by a first lien
mortgage or equivalent security interest on a one-to-four family
dwelling used as Customer's principal place of residence.

This note includes additional provisions on reverse side.

PLASTICS MFG. COMPANY &
TECSTAR MFG. COMPANY (SEAL) W188 N11707 MAPLE ROAD
Street Address

BY: BRUCE SCHNEIDER (SEAL) GERMANTOWN, WI 53022
Bruce Schneider, VP/Finance City/State/Zip

ADDITIONAL PROVISIONS

This Note is secured by all existing and future security agreements,
assignments and mortgages between Lender and Customer, between Lender
and any guarantor of this Note, and between Lender and any other person
providing collateral security for Customer's obligations, and payment
may be accelerated according to any of them. Unless a lien would be
prohibited by law or would render a nontaxable account taxable,
Customer grants to Lender a security interest and lien in any deposit
account Customer may at any time have with Lender. Lender may, at any
time after an occurrence of an event of default, without notice or
demand, setoff against any deposit balances or other money now or
hereafter owed any Customer by Lender any amount unpaid under this Note.

Lender is authorized to make book entries evidencing loans and payments
and the aggregate of all loans as evidenced by those entries is
presumptive evidence that those amounts are outstanding and unpaid to
Lender. Customer covenants that all loans shall be used solely for
business and not personal purposes.

Customer agrees to pay all costs of administration and collection
before and after judgment, including reasonable attorneys' fees
(including those incurred in successful defense or settlement of any
counterclaim brought by Customer or incident to any action or
proceeding involving Customer brought pursuant to the United States
Bankruptcy Code) and waives presentment, protest, demand and notice of
dishonor. Customer agrees to indemnify and hold harmless Lender, its
directors, officers, employees and agents, from and against any and all
claims, damages, judgments, penalties, and expenses, including
reasonable attorneys' fees, arising directly or indirectly from credit
extended under this Note or the activities of Customer. This indemnity
shall survive payment of this Note.

Customer acknowledges that Lender has not made any representations or
warranties with respect to, and that Lender does not assume any
responsibility to Customer for, the collectability or enforceability of
this Note or the financial condition of any Customer. Customer
<PAGE>
authorizes Lender to disclose financial and other information about
Customer to others. Each Customer has independently determined the
collectability and enforceability of this Note.

Without affecting the liability of any Customer, surety, or guarantor,
Lender may, without notice, accept partial payments, release or impair
any collateral security for the payment of this Note or agree not to
sue any party liable on it. Without affecting the liability of any
surety or guarantor, Lender may from time to time, without notice,
renew or extend the time for payment. The obligations of all Customers
under this Note are joint and several.

To the extent not prohibited by law, Customer consents that venue for
any legal proceeding relating to collection of this Note shall be, at
Lender's option, the county in which Lender has its principal office
in this state, the county in which any Customer resides or the county
in which this Note was executed. This Note shall be construed and
enforced in accordance with the internal laws of Wisconsin.

This Note is intended by Customer and Lender as a final expression of
this Note and as a complete and exclusive statement of its terms, there
being no conditions to the enforceability of this Note. This Note may
not be supplemented or modified except in writing, except as set forth
in Exhibit A attached hereto.

PREAUTHORIZED TRANSFER DISCLOSURE

When Customer authorizes Lender to obtain payment of amounts becoming
due Lender by initiating charges to Customer's account, Customer also
requests and authorizes remitting financial institution to alert and
honor same and to charge same to Customer's account. This
authorization will remain in effect until Customer notifies Lender and
the remitting financial institution in writing to terminate this
authorization and Lender and remitting financial institution have a
reasonable time to act on the termination. NOTICE OF TRANSFERS VARYING
IN AMOUNT: If Lender and remitting financial institution are not the
same, Customer is an individual, the account was established primarily
for personal, family or household purposes and the regular payments may
vary in amount, Customer has the right to receive a notice from Lender
10 days before each payment of how much the payment will be; however,
by signing this Note, Customer elects to receive notice only when
current payment would differ by more than 100% from previous payment.

EXHIBIT A TO REVOLVING BUSINESS NOTE

This Note bears interest on the unpaid principal balance before
maturity (whether upon demand, acceleration or otherwise) at an annual
rate equal to the Adjusted Interbank Rate (as defined below) plus 225
basis points, which rate will change as of the first day of each
calendar month. If the first day of any calendar month is not a
regular Business Day, the Adjusted Interbank Rate shall be established
on the preceding Business Day. "Business Day" shall mean any day other
than a Saturday, Sunday, public holiday or other day when commercial
banks in Wisconsin are authorized or required by law to close.
<PAGE>
"Prime Rate" means an annual rate equal to the interest rate
publicly announced by Lender from time to time in Milwaukee, Wisconsin
as its base rate for interest rate determinations.

"Adjusted Interbank Rate" means an annual rate for all loans
evidenced by this Note (the "Loans") (rounded upwards, if necessary, to
the nearest 1/100 of 1%), determined pursuant to the following formula:

Adjusted Interbank Rate INTERBANK RATE
1 - Interbank Reserve
Requirement

"Interbank Rate" means with respect to any Loan, the rate per
annum equal to the rate (rounded upwards, if necessary, to the nearest
1/16 of 1%) quoted as the rate at which dollar deposits in immediately
available funds are offered on the first day of each calendar month in
the interbank Eurodollar market on or about 9:00 A.M., Milwaukee time,
for a period of thirty (30) days. If the first day of any calendar
month is not a regular Business Day, the Interbank Rate shall be
established on the preceding Business Day. Lender currently uses the
Knight Ridder Information Service to provide information with respect
to the interbank Eurodollar market, but Lender may change the service
providing such information at any time. Each such determination shall
be conclusive and binding upon the parties hereto in the absence of
demonstrable error.

"Interbank Reserve Requirement" means a percentage (expressed as a
decimal) equal to the aggregate reserve requirements in effect on the
first day of each calendar month (including all basic, supplemental,
marginal and other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements during
each calendar month) specified for "Eurocurrency Liabilities" under
Regulation D of the Board of Governors of the Federal Reserve System,
or any other regulation of the Board of Governors which prescribes
reserve requirements applicable to "Eurocurrency Liabilities" as
presented defined in Regulation D, as then in effect, as applicable to
the class or classes of banks of which Lender is a member. As of the
date of this Note, the Interbank Reserve Requirement is 0%.

INCREASED COSTS. If Regulation D of the Board of Governors of the
Federal Reserve System, or the adoption of any applicable law, rule or
regulation of general application, or any change therein, or any
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Lender with any request or
directive of general application (whether or not having the force of
law) of any such authority, central bank or comparable agency:

(a) shall subject Lender to any tax, duty or other charge
with respect to the Loans, the Note or its obligation to make Loans, or
shall change the basis of taxation of payments to Lender of the
principal of or interest on the Loans or any other amounts due under
this Note in respect of the Loans or its obligation to make Loans
(except for changes in the rate of tax on the overall net income of
Lender); or
<PAGE>
(b) shall impose, modify or deem applicable any reserve
(including, without limitation, any reserve imposed by the Board of
Governors of the Federal Reserve System, but excluding any reserve
included in the determination of interest rates pursuant to this Note),
special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, Lender; or

(c) shall affect the amount of capital required or
expected to be maintained by Lender or any corporation controlling
Lender; or

(d) shall impose on Lender any other condition affecting
the Loans, the Note or its obligation to make Loans;

and the result of any of the foregoing is to increase the cost to (or
in the case of Regulation D referred to above, to impose a cost on)
Lender of making or maintaining any Loans, or to reduce the amount of
any sum received or receivable by Lender under this Note with respect
thereto, then within ten (10) days after demand by Lender (which demand
shall be accompanied by a statement setting forth the basis of such
demand), Customer shall pay directly to Lender such additional amount
or amounts as will compensate Lender for such increased cost or such
reduction. Determinations by Lender for purposes of this section of
the effect of any change in applicable laws or regulations or of any
interpretations, directives or requests thereunder on its costs of
making or maintaining Loans or sums receivable by it in respect of
Loans, and of the additional amounts required to compensate Lender in
respect thereof, shall be conclusive, absent manifest error.

DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE.

(a) If Lender is advised that deposits in dollars (in the
applicable amount) are not being offered to banks in the relevant
market for periods of thirty (30) days, or Lender otherwise determines
(which determination shall be binding and conclusive on all parties)
that by reason of circumstances affecting the Interbank Eurodollar
market adequate and reasonable means do not exist for ascertaining the
applicable Interbank Rate; or

(b) If lenders similar to Lender have determined that the
Interbank Rate will not adequately and fairly reflect the cost to such
lenders of maintaining or funding loans based on the Interbank Rate, or
that the making or funding of such Interbank Rate loans has become
impracticable as a result of an event occurring after the date of this
Note which in the opinion of Lender materially affects such Interbank
Rate loans;

then, so long as such circumstances shall continue, Lender shall not be
under any obligation to make or continue Loans based on the Interbank
Rate and on the first Business Day of the following calendar month,
such Loans shall bear interest at the Prime Rate. If such an agreement
cannot be reached, such Loans shall be repaid in full by Customer.

CHANGE IN LAW RENDERING INTERBANK RATE LOANS UNLAWFUL. In the
event that any change in (including the adoption of any new) applicable
laws or regulations, or any change in the interpretation of applicable
<PAGE>
laws or regulations by any governmental or other regulatory body
charged with the administration thereof, should make it unlawful for
any lender to make, maintain or fund Loans based on the Interbank Rate,
then: (a) Lender shall promptly notify Customer; (b) the obligation of
Lender to make or continue Loans based on the Interbank Rate shall be
suspended for the duration of such unlawfulness; and (c) on the first
Business Day of the following calendar month, such Loans shall bear
interest at the Prime Rate, with the interest rate to change on each
day that the Prime Rate changes.

Dated as of OCTOBER 4, 1999.

PLASTICS MFG. COMPANY & TECSTAR MFG. COMPANY (SEAL)

By: BRUCE SCHNEIDER (SEAL)
Bruce Schneider, VP/Finance

Appendix A to General Business Security Agreement between M&I
Northern Bank ("Lender") and PLASTICS MFG. COMPANY & TECSTAR MFG.
COMPANY ("Debtor")

(a) DEFINITIONS.

(i) "QUALIFIED INVENTORY" means inventory (as that term is
defined in the Wisconsin Uniform Commercial Code) [a]
which is in good condition and is owned by Debtor free and
clear of all encumbrances and security interests (except for
Lender's security interest); and [b] the existence, location,
amount and lower of cost or wholesale market value of which
have been certified to in a manner satisfactory to Lender by
a representative of Debtor within 10 days after the end of
each month and, if checked here <square>, on the date of each
loan.

(ii) "QUALIFIED ACCOUNT" means an account owing to Debtor which
meets the following specifications:

(a) It arose from the performance of services by Debtor, or
from a bona fide sale or lease of goods which have been
delivered or shipped to the account debtor and for which
Debtor has genuine invoices, shipping documents or
receipts.

(b) It is payable not more than 30 days from the earlier of
performance of the services, delivery of goods or date
of invoice, and is not more than 90 days past due.

(d) It is genuine and enforceable against the account debtor
for the amount shown as owing in the certificates
furnished by Debtor to Lender. It and the transaction
out of which it arose comply with all applicable laws
and regulations. It is not subject to any set-off,
<PAGE>
credit allowance or adjustment, except discount for
prompt payment, nor has the account debtor returned the
goods or disputed his liability.

(e) Its existence and amount have been certified to in a
manner satisfactory to Lender by a representative of
Debtor within 10 days after the end of each month and,
if checked here <square>, on the date of each loan.

(f) Debtor has no notice or knowledge of anything which
might impair the credit standing of the account debtor.

(g) Lender has not notified Debtor that the account or
account debtor is unsatisfactory.

(iii) "QUALIFIED EQUIPMENT" means equipment (as that term is
defined in the Wisconsin Uniform Commercial Code) [a] which
is new and unused and in good working condition; [b] the
existence, location and amount of which have been certified
to in a manner satisfactory to Lender by a representative of
Debtor; and [c] which is owned by Debtor free and clear of
all encumbrances and security interests (other than
Lender's).

(iv) "LOAN VALUE" means the (<square> invoice) cost of Debtor's
equipment (<square> less accumulated depreciation as
determined in accordance with generally accepted principles
applied on a consistent basis).

(v) "TANGIBLE NET WORTH" means the excess of total assets over
total liabilities, total assets and total liabilities each
to be determined in accordance with generally accepted
accounting principles consistent with those applied in the
preparation of the financial statements excluding, however,
from the determination of total assets all assets which
would be classified as intangible assets under generally
accepted accounting principles including, without
limitation, goodwill, patents, trademarks, trade names,
copyrights, franchises, and certain other assets including
investments, advances, and/or loans to affiliated business
entities, officers, shareholders, and/or employees.

(vi) "DEBT/TANGIBLE NET WORTH" means the relationship expressed as
a numerical ratio, between [1] the total of all liabilities
of the Debtor which would appear on the balance sheet of the
Debtor in accordance with generally accepted accounting
principles applied on a consistent basis, and [2] Tangible
Net Worth.

(b) BORROWING BASE. The aggregate amount of all obligations at any
time outstanding (except N/A) shall never exceed:

(i) WORKING CAPITAL LINE. The lesser of $ 2,000,000.00 or an
amount equal to the sum of:

(a) QUALIFIED INVENTORY. For Qualified Inventory at cost
<PAGE>
(determined in accordance with generally accepted
accounting principles) or wholesale market value,
whichever is lower, exclusive of any transportation,
processing or handling charges:

Raw Material 50 % (Plastic Resin Only not to exceed $
250,000.00); Work in Process N/A %; Finished Goods 50%;
not to exceed $ 250,000.00 in the aggregate; Total
Qualified Inventory not to exceed $ 500,000.00 ; plus

(b) QUALIFIED ACCOUNTS. 80 % of the amount owing on
Qualified Accounts INCLUDING FOREIGN ACCOUNTS RELATED TO
MOTOROLA ONLY.

(ii) EQUIPMENT LINE. Plus, the lesser of $ N/A or N/A % of
the Loan Value of Qualified Equipment.

In addition to other required payments, Debtor shall pay Lender in
reduction of the Obligations such sums as may be necessary from
time to time to maintain the above ratio(s).

(i) In Section 2, DEBTOR'S WARRANTIES.

(n) Debtor also warrants that its existing officers,
directors, and shareholders are as set forth on Exhibit
OM as attached hereto.

(ii) In Section 6, DEBTOR'S COVENANTS.

(1) Net Worth. Debtor shall maintain at all times a
Tangible Net Worth of not less than $ 1,000,000.00
TO BE $1,500,000.00 BY 9/30/00.

(m) Debt/Tangible Net Worth. Debtor shall maintain a
Debt/Tangible Net Worth ratio of not more than N/A to 1.

(iii) In Section 8, DEFAULT.

It shall be an additional event of default under this
Agreement if ( ) shall cease to be the
( ) of the Debtor.

It shall also be an event of default if a "Change in Control"
shall occur.

As used herein, a "Change in Control" shall be deemed to have
occurred if either (a) any person or entity shall acquire,
directly or indirectly, beneficial ownership after the date
hereof of more than 50% of the voting stock of the Debtor or
(b) during any period of 12 consecutive months, individuals
who at the beginning of such 12 month period were
shareholders of the Debtor shall cease for any reason to
constitute a majority of the shareholders of the Debtor.
<PAGE>
PLASTICS MFG. COMPANY &
TECSTAR MFG. COMPANY

Date: OCTOBER 4 , 1999 BY: BRUCE SCHNEIDER
Bruce Schneider, VP/Finance

Plastics Mfg. Company
_______________ __, 1999

Exhibit 5.1

[Niebler, Pyzyk, Klaver & Wagner LLP Letterhead]

December 2, 1999

Plastics Mfg. Company
W188 N11707 Maple Road
Box 1014
Germantown, WI 53022-8214

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-1 to be
filed with the Securities and Exchange Commission (the "Registration
Statement") in connection with the registration of 1,222,490 shares of
common stock, without par value per share (the "Shares"), of Plastics
Mfg. Company (the "Company") under the Securities Act of 1933, as
amended, to be sold by you in your initial public offering (the
"Offering"). In connection with the Offering, you have requested our
opinion with respect to the following matters.

In connection with the delivery of this opinion, we have examined
originals or copies of the Restated Articles of Incorporation and the
By-Laws of the Company as set forth as exhibits to the Registration
Statement, the Registration Statement, certain resolutions adopted or
to be adopted by the Board of Directors, the form of stock certificate
representing the Shares and such other records, agreements,
instruments, certificates and other documents of public officials,
the Company and its officers and representatives and have made such
inquiries of the Company and its officers and representatives, as we
have deemed necessary or appropriate in connection with the opinions
set forth herein. We are familiar with the proceedings heretofore
taken, and with the additional proceedings proposed to be taken, by the
Company in connection with the authorization, registration, issuance
and sale of the Shares. With respect to certain factual matters
material to our opinion, we have relied upon representations from, or
certificates of, officers of the Company. In making such examination
and rendering the opinions set forth below, we have assumed without
verification the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the authenticity of the
originals of such documents submitted to us as certified copies, the
conformity to originals of all documents submitted to us as copies, the
authenticity of the originals of such later documents, and that all
documents submitted to us as certified copies are true and correct
copies of such originals.

Based on such examination and review, and subject to the foregoing,
we are of the opinion that the Shares, upon issuance, delivery and
payment therefor in the manner contemplated by the Registration
<PAGE>
Statement, will be duly authorized, validly issued, fully paid and
non-assessable, subject, however, to the provision of Section
180.0622(2)(b) of the Wisconsin Statutes.

We are members of the Bar of the State of Wisconsin, and we have
not considered, and we express no opinion as to, the laws of any
jurisdiction other than the laws of the United States of America and
the State of Wisconsin.

We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the
Prospectus that is a part of the Registration Statement. In giving
such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended.

Very truly yours,

NIEBLER, PYZYK, KLAVER & WAGNER LLP

Exhibit 10.01

1,750,000 SHARES
OF COMMON STOCK

PLASTICS MFG. COMPANY
A WISCONSIN CORPORATION
W188 N11707 MAPLE ROAD
GERMANTOWN, WISCONSIN 53022

STOCK OPTION

For value received, MARK SELLERS AND ASSIGNS, the Optionee of this
Option contract (the "Option"), may call upon PLASTICS MFG. COMPANY,
the Optionor of this Option, to sell to the Optionee 1,750,000 shares
of the Common Stock (the "Shares") of PLASTICS MFG. COMPANY (the
"Corporation") at a price of $10.00 per share (the "Strike Price").

1. EXERCISE. This Option can be exercised only on or before
September 30, 2001. Exercise may be made in a series of exercised
steps, but not less than 10,000 shares may be exercised at any one
time.

2. EXPIRATION. The expiration date of the Option is September 30,
2001.

3. PRESENTMENT. This Option must be presented to the Optionor at
the time of exercise of this Option. This Option must be exercised in
writing.

4. CONDITIONS. This Option is subject to the terms and conditions
on the reverse side hereof.

5. COMMITMENT. The Optionor agrees to carry out and perform all
of the obligations of this Option, in accordance with the terms and
conditions hereof.

Dated this 1st day of October, 1999.

PLASTICS MFG. COMPANY, OPTIONOR

BY: MARK G. SELLERS
Mark G. Sellers, President

Date:

TERMS AND CONDITIONS

<PAGE>
1. DEFINITION OF TERMS. As used in this Option, "Optionor" means
the party required to perform the obligations of this Option;
"Underlying Security" means the stock issued by the Corporation of the
class specified on the face of this Option; "Strike Price" means the
price specified on the face of this Option as the price at which the
Optionee may call the Underlying Security, subject to adjustment
pursuant to these Terms and Conditions; and "Expiration Price" as of a
specified date means the amount shown on the face of this Option as the
expiration price applicable to the period which includes the date,
subject to adjustment pursuant to these Terms and Conditions.

2. PRICE. Prior to the expiration of this Option:

(a) In the event of stock splits, reverse splits or other
similar actions by the Corporation with respect to the
Underlying Security, this Option shall become an option
for the equivalent in new securities when the new
securities are duly listed for trading and the total
Strike Price and the Expiration Price shall not be
reduced; and

(b) Stock dividends or the equivalent due-bills shall be
attached to the Underlying Security when and if this
Option is exercised, and the total Strike Price and
Expiration Price shall not be reduced.

3. EXERCISE. Upon presentation of this Option to the Optionor
hereof, attached to a notice of exercise of this Option, the Optionor
agrees to accept notice of the Bearer's exercise by stamping or signing
the notice, and this acknowledgment shall constitute a contract and
shall be controlling with respect to the acceptance and delivery of the
Underlying Security and settlement.

4. SUSPENSION OF TRADING. Except as provided herein, this Option
may not be exercised when trading in the Underlying Security has been
suspended by governmental authorities or by the exchange where the
Underlying Security is listed, and a suspension shall not extend the
date on which this Option terminates or the dates on which Expiration
Prices become applicable.

Exhibit 10.02

250,000 SHARES
OF COMMON STOCK

PLASTICS MFG. COMPANY
A WISCONSIN CORPORATION
W188 N11707 MAPLE ROAD
GERMANTOWN, WISCONSIN 53022

STOCK OPTION

For value received, MGS (SELLER'S) CHILDREN'S TRUST, the Optionee
of this Option contract (the "Option"), may call upon PLASTICS MFG.
COMPANY, the Optionor of this Option, to sell to the Optionee 250,000
shares of the Common Stock (the "Shares") of PLASTICS MFG. COMPANY (the
"Corporation") at a price of $10.00 per share (the "Strike Price").

1. EXERCISE. This Option can be exercised only on or before
September 30, 2001. Exercise may be made in a series of exercised
steps, but not less than 10,000 shares may be exercised at any one
time.

2. EXPIRATION. The expiration date of the Option is September
30, 2001.

3. PRESENTMENT. This Option must be presented to the Optionor at
the time of exercise of this Option. This Option must be exercised in
writing.

4. CONDITIONS. This Option is subject to the terms and conditions
on the reverse side hereof.

5. COMMITMENT. The Optionor agrees to carry out and perform all
of the obligations of this Option, in accordance with the terms and
conditions hereof.

Dated this 1st day of October, 1999.

PLASTICS MFG. COMPANY, OPTIONOR

BY: MARK G. SELLERS
Mark G. Sellers, President

Date:

TERMS AND CONDITIONS

2. PRICE. Prior to the expiration of this Option:

Exhibit 10.03

1,000,000 SHARES
OF COMMON STOCK

PLASTICS MFG. COMPANY
A WISCONSIN CORPORATION
W188 N11707 MAPLE ROAD
GERMANTOWN, WISCONSIN 53022

STOCK OPTION

For value received, MOOSE LAKE TRUST, the Optionee of this Option
contract (the "Option"), may call upon PLASTICS MFG. COMPANY, the
Optionor of this Option, to sell to the Optionee 1,000,000 shares of
the Common Stock (the "Shares") of PLASTICS MFG. COMPANY (the
"Corporation") at a price of $10.00 per share (the "Strike Price").

1. EXERCISE. This Option can be exercised only on or before
September 30, 2001. Exercise may be made in a series of exercised
steps, but not less than 10,000 shares may be exercised at any one
time.

2. EXPIRATION. The expiration date of the Option is September
30, 2001.

3. PRESENTMENT. This Option must be presented to the Optionor at
the time of exercise of this Option. This Option must be exercised in
writing.

4. CONDITIONS. This Option is subject to the terms and
conditions on the reverse side hereof.

5. COMMITMENT. The Optionor agrees to carry out and perform all
of the obligations of this Option, in accordance with the terms and
conditions hereof.

Dated this 1st day of October, 1999.

PLASTICS MFG. COMPANY, OPTIONOR

BY: MARK G. SELLERS
Mark G. Sellers, President

Date:

TERMS AND CONDITIONS

2. PRICE. Prior to the expiration of this Option:

Exhibit 10.04

1,000,000 SHARES
OF COMMON STOCK

PLASTICS MFG. COMPANY
A WISCONSIN CORPORATION
W188 N11707 MAPLE ROAD
GERMANTOWN, WISCONSIN 53022

STOCK OPTION

For value received, MOLDMAKERS INVESTMENTS & LEASING LIMITED
PARTNERSHIP LLP, the Optionee of this Option contract (the "Option"),
may call upon PLASTICS MFG. COMPANY, the Optionor of this Option, to
sell to the Optionee 1,000,000 shares of the Common Stock (the
"Shares") of PLASTICS MFG. COMPANY (the "Corporation") at a price of
$10.00 per share (the "Strike Price").

1. EXERCISE. This Option can be exercised only on or before
September 30, 2001. Exercise may be made in a series of exercised
steps, but not less than 10,000 shares may be exercised at any one
time.

2. EXPIRATION. The expiration date of the Option is September
30, 2001.

3. PRESENTMENT. This Option must be presented to the Optionor at
the time of exercise of this Option. This Option must be exercised in
writing.

4. CONDITIONS. This Option is subject to the terms and
conditions on the reverse side hereof.

5. COMMITMENT. The Optionor agrees to carry out and perform all
of the obligations of this Option, in accordance with the terms and
conditions hereof.

Dated this 1st day of October, 1999.

PLASTICS MFG. COMPANY, OPTIONOR

BY: MARK G. SELLERS
Mark G. Sellers, President

Date:

TERMS AND CONDITIONS
<PAGE>
1. DEFINITION OF TERMS. As used in this Option, "Optionor" means
the party required to perform the obligations of this Option;
"Underlying Security" means the stock issued by the Corporation of the
class specified on the face of this Option; "Strike Price" means the
price specified on the face of this Option as the price at which the
Optionee may call the Underlying Security, subject to adjustment
pursuant to these Terms and Conditions; and "Expiration Price" as of a
specified date means the amount shown on the face of this Option as the
expiration price applicable to the period which includes the date,
subject to adjustment pursuant to these Terms and Conditions.

2. PRICE. Prior to the expiration of this Option:

Exhibit 10.05

1,000,000 SHARES
OF COMMON STOCK

PLASTICS MFG. COMPANY
A WISCONSIN CORPORATION
W188 N11707 MAPLE ROAD
GERMANTOWN, WISCONSIN 53022

STOCK OPTION

For value received, MOLDMAKERS, INC., the Optionee of this Option
contract (the "Option"), may call upon PLASTICS MFG. COMPANY, the
Optionor of this Option, to sell to the Optionee 1,000,000 shares of
the Common Stock (the "Shares") of PLASTICS MFG. COMPANY (the
"Corporation") at a price of $10.00 per share (the "Strike Price").

1. EXERCISE. This Option can be exercised only on or before
September 30, 2001. Exercise may be made in a series of exercised
steps, but not less than 10,000 shares may be exercised at any one
time.

2. EXPIRATION. The expiration date of the Option is September
30, 2001.

3. PRESENTMENT. This Option must be presented to the Optionor at
the time of exercise of this Option. This Option must be exercised in
writing.

4. CONDITIONS. This Option is subject to the terms and conditions
on the reverse side hereof.

5. COMMITMENT. The Optionor agrees to carry out and perform all
of the obligations of this Option, in accordance with the terms and
conditions hereof.

Dated this 1st day of October, 1999.

PLASTICS MFG. COMPANY, OPTIONOR

BY: MARK G. SELLERS
Mark G. Sellers, President

Date:

2. PRICE. Prior to the expiration of this Option:

Exhibit 10.06
PLASTICS MFG. COMPANY

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT is entered into as of December 31, 1996
by and between PLASTICS MFG. COMPANY, a corporation organized and
existing under the laws of the State of Wisconsin, having its principal
place of business at W190 N11701 Moldmakers Way, Germantown, Wisconsin
53022 (the "Company") and MGS ENTERPRISES INC., a corporation organized
and existing under the laws of the State of Wisconsin having its
principal place of business at W188 N11707 Maple Road, Germantown,
Wisconsin 53022 (the "Manager").

W I T N E S S E T H:

WHEREAS, the Company is in the business of manufacturing plastic
molded parts; and,

WHEREAS, the Manager has been and will be engaged in the
performance of sales and marketing, consulting and reference work for
the benefit of Company, for which the Company has agreed to pay the
Manager a Management Fee in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:

1. THE SERVICES

The Manager agrees to provide sales and marketing, consulting and
reference services for the Company throughout the terms of this
Agreement. The Company recognizes that the volume of its plastic
molding manufacturing business, and the price level for such business,
will be due partly to the services of the Manager and the Manager's
standing in the plastics industry.

2. MANAGEMENT FEES

a. Company shall pay the Manager a Management Fee equal to one
percent (1%) of the total net sales of the Company throughout the term
of this Management Agreement. Such fees shall be paid, or accrued, at
least annually throughout the term of this Agreement. In the event that
the fees are accrued, final payment of all accrued fees shall be due
and payable on the last day of the term of this Agreement.

b. The Company shall be invoiced annually for the Management Fee
payable for the previous year.

c. Upon termination of this Agreement, the Manager expressly
understands and agrees that Company's sole obligation shall be to pay
the Manager for Fees payable as of the date of termination.
<PAGE>
3. DUTY TO REPORT INCOME

The Manager acknowledges and agrees that it is an independent
contractor and not an employee of the Company and that it is Manager's
sole obligation to report as income all compensation received from
Company pursuant to this Agreement. The Manager further agrees that
the Company shall not be obligated to pay withholding taxes or similar
items, in connection with any payments made to the Manager pursuant to
the terms of this Agreement.

4. TERM

This Agreement shall be effective beginning as of January 1, 1997
and shall continue until December 31, 2001; provided, however, that
this Agreement shall expire earlier than December 31, 2001 if and when
the aggregate of all Management Fees payable under this Agreement equal
$240,000.00.

5. NOTICES

All notices and billings shall be in writing and sent via first
class mail to the Company and the Manager at their respective addresses
set forth at the beginning of this Agreement, or to such other address
as either party shall notify the other party by notice given hereunder.

6. GENERAL PROVISIONS

a. The Manager shall not assign this Agreement or delegate its
duties hereunder and shall not subcontract any of the services to be
performed hereunder without the prior written consent of the Company.

b. The Manager shall perform the services described herein as an
independent contractor and shall not be considered an employee, partner,
or joint venturer of the Company or otherwise related to the Company for
any purpose.

c. This Agreement shall be governed by the laws of the State of
Wisconsin.

d. This Agreement constitutes the entire understanding between
the Manager and the Company respecting the services described herein.

e. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver
of any subsequent breach.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

Plastics Mfg. Company (the "Company")

By: MARK G. SELLERS
Mark G. Sellers, President

MGS Enterprises Inc.
<PAGE>
By: SCOTT W. SCAMPINI
Scott W. Scampini, President

MODIFICATION OF MANAGEMENT AGREEMENT

THIS MODIFICATION OF MANAGEMENT AGREEMENT IS DATED THE 30TH DAY OF
SEPTEMBER, 1999 BETWEEN PLASTICS MFG. COMPANY ("PMC") AND MGS
ENTERPRISES, INC. ("MGS").

ON DECEMBER 31, 1996, A MANAGEMENT AGREEMENT WAS ENTERED INTO
BETWEEN THE PARTIES.

THE PARTIES HERETO NOW AGREE TO A MODIFICATION OF THE ORIGINAL
AGREEMENT, ON THE FOLLOWING TERMS:

ALL AMOUNTS EARNED BY MGS FOR THE FISCAL YEARS ENDING SEPTEMBER 30,
1998 AND SEPTEMBER 30, 1999 UNDER THE "MANAGEMENT AGREEMENT" BETWEEN
THE PARTIES WILL BE CREDITED AGAINST THE AMOUNT OWING FOR MGS' STOCK
SUBSCRIPTION UNDER THE SUBSCRIPTION AGREEMENT DATED DECEMBER 31, 1996.

AMOUNT TO BE CREDITED TO SUBSCRIPTION AGREEMENT DATED DECEMBER 31,
1996 BETWEEN THE PARTIES IS:

FOR FISCAL YEAR ENDING 9-30-98 $8,500.64

FOR FISCAL YEAR ENDING 9-30-99 $78,570.79

TOTAL: $87,071.43

SIGNED AT GERMANTOWN, WISCONSIN THIS 30TH DAY OF SEPTEMBER, 1999.

PLASTICS MFG. COMPANY MGS ENTERPRISES, INC.

BY: MARK G. SELLERS By: SCOTT W. SCAMPINI

PLASTICS MFG. COMPANY

EXTENSION OF MANAGEMENT AGREEMENT

THIS EXTENSION AGREEMENT, entered into as of October 1, 1999, by
and between PLASTICS MFG. COMPANY, a corporation organized and existing
under the laws of the State of Wisconsin, having its principal place of
business at W190 N11701 Moldmakers Way, Germantown, Wisconsin 53022
(the "Company") and MGS ENTERPRISES INC., a corporation organized and
existing under the laws of the State of Wisconsin, having its principal
place of business at W188 N11707 Maple Road, Germantown, Wisconsin
53022 (the "Manager").

W I T N E S S E T H :

WHEREAS, the Company is in the business of manufacturing plastic
molded parts, and
<PAGE>
WHEREAS, under a Management Agreement effective December 31, 1996,
the Manager has been engaged in the performance of sales and marketing,
consulting and reference work for the benefit of the Company, for which
the Company has agreed to pay the Manager a Management Fee in
accordance with the above Management Agreement; and

WHEREAS, the Company and the Manager desire to extend and modify
the above Management Agreement upon the terms set forth below,

NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties hereto agree as follows:

1. That paragraph 4 of the Management Agreement is amended to
extend the term of the Agreement for an additional 5-year
term or until December 31, 2006. Further, the provision
providing for an earlier termination based upon aggregate
Management Fees payable under the Management Agreement is
deleted in its entirety.

IN WITNESS WHEREOF, the parties have duly executed this Extension
Agreement effective as of October 1, 1999.

PLASTICS MFG. COMPANY (the "Company")

BY: MARK G. SELLERS
Mark G. Sellers, President

MGS ENTERPRISES INC. (the "Manager")

BY: SCOTT W. SCAMPINI
Scott W. Scampini, President

Exhibit 10.07
PLASTICS MFG. COMPANY

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT is entered into as of December 31, 1996
by and between PLASTICS MFG. COMPANY, a corporation organized and
existing under the laws of the State of Wisconsin, having its principal
place of business at W190 N11701 Moldmakers Way, Germantown, Wisconsin
53022 (the "Company") and MOLDMAKERS MANAGEMENT, INC., a corporation
organized and existing under the laws of the State of Wisconsin having
its principal place of business at W188 N11707 Maple Road, Germantown,
Wisconsin 53022 (the "Manager").

W I T N E S S E T H:

WHEREAS, the Company is in the business of manufacturing plastic
molded parts; and,

NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:

1. THE SERVICES

2. MANAGEMENT FEES

b. The Company shall be invoiced annually for the Management Fee
payable for the previous year.

4. TERM

5. NOTICES

6. GENERAL PROVISIONS

b. The Manager shall perform the services described herein as an
independent contractor and shall not be considered an employee,
partner, or joint venturer of the Company or otherwise related to the
Company for any purpose.

c. This Agreement shall be governed by the laws of the State of
Wisconsin.

d. This Agreement constitutes the entire understanding between
the Manager and the Company respecting the services described herein.

e. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver
of any subsequent breach.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

Plastics Mfg. Company (the "Company")

By:
President
<PAGE>
Moldmakers Management, Inc.

By:
President

MODIFICATION OF MANAGEMENT AGREEMENT

THIS MODIFICATION OF MANAGEMENT AGREEMENT IS DATED THE 30TH DAY OF
SEPTEMBER, 1999 BETWEEN PLASTICS MFG. COMPANY ("PMC") AND MOLDMAKERS
MANAGEMENT, INC. ("MOLDMAKERS").

ON DECEMBER 31, 1996, A MANAGEMENT AGREEMENT WAS ENTERED INTO
BETWEEN THE PARTIES.

THE PARTIES HERETO NOW AGREE TO A MODIFICATION OF THE ORIGINAL
AGREEMENT, ON THE FOLLOWING TERMS:

ALL AMOUNTS EARNED BY MOLDMAKERS FOR THE FISCAL YEARS ENDING
SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1999 UNDER THE "MANAGEMENT
AGREEMENT" BETWEEN THE PARTIES WILL BE CREDITED AGAINST THE AMOUNT
OWING FOR MOLDMAKERS' STOCK SUBSCRIPTION UNDER THE SUBSCRIPTION
AGREEMENT DATED DECEMBER 31, 1996.

AMOUNT TO BE CREDITED TO SUBSCRIPTION AGREEMENT DATED DECEMBER 31,
1996 BETWEEN THE PARTIES IS:

FOR FISCAL YEAR ENDING 9-30-98 $8,500.64

FOR FISCAL YEAR ENDING 9-30-99 $78,570.79

TOTAL: $87,071.43

SIGNED AT GERMANTOWN, WISCONSIN THIS 30TH DAY OF SEPTEMBER, 1999.

PLASTICS MFG. COMPANY MOLDMAKERS MANAGEMENT, INC.

BY: MARK G. SELLERS By: MARK G. SELLERS

PLASTICS MFG. COMPANY

EXTENSION OF MANAGEMENT AGREEMENT

THIS EXTENSION AGREEMENT, entered into as of October 1, 1999, by
and between PLASTICS MFG. COMPANY, a corporation organized and existing
under the laws of the State of Wisconsin, having its principal place of
business at W190 N11701 Moldmakers Way, Germantown, Wisconsin 53022 (the
"Company") and MOLDMAKERS MANAGEMENT, INC., a corporation organized and
existing under the laws of the State of Wisconsin, having its principal
<PAGE>
place of business at W188 N11707 Maple Road, Germantown, Wisconsin
53022 (the Manager ").

W I T N E S S E T H :

WHEREAS, the Company is in the business of manufacturing plastic
molded parts; and

WHEREAS, under a Management Agreement effective December 31, 1996,
the Manager has been engaged in the performance of sales and marketing,
consulting and reference work for the benefit of the Company, for which
the Company has agreed to pay the Manager a Management Fee in
accordance with the above Management Agreement; and

WHEREAS, the Company and the Manager desire to extend and modify
the above Management Agreement upon the terms set forth below,

NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties hereto agree as follows:

IN WITNESS WHEREOF, the parties have duly executed this Extension
Agreement effective as of October 1, 1999.

PLASTICS MFG. COMPANY (the "Company")

BY: MARK G. SELLERS
Mark G. Sellers, President

MOLDMAKERS MANAGEMENT, INC. (the
"Manager")

BY: MARK G. SELLERS
Mark G. Sellers, President

Exhibit 10.08
PLASTICS MFG. COMPANY

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT is entered into as of December 31, 1996 by
and between PLASTICS MFG. COMPANY, a corporation organized and existing
under the laws of the State of Wisconsin, having its principal place of
business at W190 N11701 Moldmakers Way, Germantown, Wisconsin 53022 (the
"Company") and STATISTICAL PLASTICS CORPORATION, a corporation organized
and existing under the laws of the State of Wisconsin having its
principal place of business at W188 N11707 Maple Road, Germantown,
Wisconsin 53022 (the "Manager").

W I T N E S S E T H:

WHEREAS, the Company is in the business of manufacturing plastic
molded parts; and,

NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:

1. THE SERVICES

2. MANAGEMENT FEES

a. Company shall pay the Manager a Management Fee equal to three
percent (3%) of the total net sales of the Company throughout the term
of this Management Agreement. Such fees shall be paid, or accrued, at
least annually throughout the term of this Agreement. In the event
that the fees are accrued, final payment of all accrued fees shall be
due and payable on the last day of the term of this Agreement.

b. The Company shall be invoiced annually for the Management Fee
payable for the previous year.

4. TERM

5. NOTICES

6. GENERAL PROVISIONS

b. The Manager shall perform the services described herein as an
independent contractor and shall not be considered an employee,
partner, or joint venturer of the Company or otherwise related to the
Company for any purpose.

c. This Agreement shall be governed by the laws of the State of
Wisconsin.

d. This Agreement constitutes the entire understanding between
the Manager and the Company respecting the services described herein.

e. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver
of any subsequent breach.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

Plastics Mfg. Company (the "Company")

By: MARK G. SELLERS
Mark G. Sellers, President

<PAGE>
Statistical Plastics Corporation

By: MARK G. SELLERS
Mark G. Sellers, President

MODIFICATION OF MANAGEMENT AGREEMENT

THIS MODIFICATION OF MANAGEMENT AGREEMENT IS DATED THE 30TH DAY OF
SEPTEMBER, 1999 BETWEEN PLASTICS MFG. COMPANY ("PMC") AND STATISTICAL
PLASTICS CORPORATION ("SPC").

ON DECEMBER 31, 1996, A MANAGEMENT AGREEMENT WAS ENTERED INTO
BETWEEN THE PARTIES.

THE PARTIES HERETO NOW AGREE TO A MODIFICATION OF THE ORIGINAL
AGREEMENT, ON THE FOLLOWING TERMS:

ALL AMOUNTS EARNED BY SPC FOR THE FISCAL YEARS ENDING SEPTEMBER 30,
1998 AND SEPTEMBER 30, 1999 UNDER THE "MANAGEMENT AGREEMENT" BETWEEN
THE PARTIES WILL BE CREDITED AGAINST THE AMOUNT OWING FOR SPC'S STOCK
SUBSCRIPTION UNDER THE SUBSCRIPTION AGREEMENT DATED DECEMBER 31, 1996.

AMOUNT TO BE CREDITED TO SUBSCRIPTION AGREEMENT DATED DECEMBER 31,
1996 BETWEEN THE PARTIES IS:

FOR FISCAL YEAR ENDING 9-30-98 $25,501.94

FOR FISCAL YEAR ENDING 9-30-99 $235,712.38

TOTAL: $261,214.32

SIGNED AT GERMANTOWN, WISCONSIN THIS 30TH DAY OF SEPTEMBER, 1999.

PLASTICS MFG. COMPANY STATISTICAL PLASTICS CORPORATION

BY: By:

PLASTICS MFG. COMPANY

EXTENSION OF MANAGEMENT AGREEMENT

THIS EXTENSION AGREEMENT, entered into as of October 1, 1999, by
and between PLASTICS MFG. COMPANY, a corporation organized and existing
under the laws of the State of Wisconsin, having its principal place of
business at W190 N11701 Moldmakers Way, Germantown, Wisconsin 53022
(the "Company") and STATISTICAL PLASTICS CORPORATION, a corporation
<PAGE>
organized and existing under the laws of the State of Wisconsin, having
its principal place of business at W188 N11707 Maple Road, Germantown,
Wisconsin 53022 (the "Manager").

W I T N E S S E T H :

WHEREAS, the Company is in the business of manufacturing plastic
molded parts; and

WHEREAS, the Company and the Manager desire to extend and modify
the above Management Agreement upon the terms set forth below,

NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties hereto agree as follows:

IN WITNESS WHEREOF, the parties have duly executed this Extension
Agreement effective as of October 1, 1999.

PLASTICS MFG. COMPANY (the "Company")

BY: MARK G. SELLERS
Mark G. Sellers, President

STATISTICAL PLASTICS CORPORATION (the
"Manager")

BY: MARK G. SELLERS
Mark G. Sellers, President

Exhibit 10.09

MASTER EQUIPMENT LEASE AGREEMENT

THIS MASTER EQUIPMENT LEASE AGREEMENT, is made as of the 29th day
of November, 1999, by and between Moldmakers Leasing & Investments
Limited Partnership, LLP, (hereinafter referred to as "Lessor"), and
TecStar Mfg. Company (hereinafter referred to as "Lessee").

WITNESSETH:

For and in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto agree as follows:

1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, certain equipment under the numbered lease agreements
described in Exhibit A, which is attached hereto and incorporated
herein by reference.

2. TERM. The lease of each item of equipment set forth on
Exhibit A is on a month-to-month basis.

3. RENT. The monthly rent for each item of equipment shall be
the amount designated in Exhibit A.

4. ADDITIONAL TERMS AND CONDITIONS. This Master Equipment Lease
Agreement incorporates by reference the terms and conditions of the
form of Lease Agreement that is attached as Exhibit B. Any lease of
equipment by Lessee from Lessor shall be subject to the terms and
conditions of Exhibit B.

5. EXECUTION OF EXHIBITS. In connection with the lease of the
equipment referenced in this Master Equipment Lease Agreement, both
Lessor and Lessee have executed completed forms of Exhibit B. The
parties agree that, if and when additional equipment is leased from
Lessor by Lessee, additional forms of Exhibit B shall be executed by
the parties. In addition, in the event of any leases of additional
equipment from Lessor by Lessee, the parties shall add references to
such equipment to Exhibit A.

IN WITNESS WHEREOF, the parties hereto have executed this Master
Equipment Lease Agreement as of the date first above written.

MOLDMAKERS LEASING & INVESTMENTS TECSTAR MFG. COMPANY
LIMITED PARTNERSHIP, LLP ("Lessee")
("Lessor")

By: MARK G. SELLERS By:BRUCE SCHNEIDER

As its: Partner As its:VP-Finance
<PAGE>
EXHIBIT A

<TABLE>
<CAPTION>
LEASE NUMBER LESSEE MONTHLY LEASE
(EXECUTED EX. B) Pymt. Amt.
<S> <C> <C>
2559010-1 TecStar Mfg. Company $ 370.02
2559020-1 TecStar Mfg. Company $ 1,877.20
2770000-1 TecStar Mfg. Company $ 3,512.75
2790000-1 TecStar Mfg. Company $ 1,126.70
2791000-1 TecStar Mfg. Company $ 2,389.02
</TABLE>

The term of each lease of equipment referenced above is month-to-month.

EXHIBIT B

Lease Number:__________________

LEASE AGREEMENT

This Lease Agreement is entered into on the date shown on the COVER
SHEET hereof by and between the lessor and the lessee as therein
identified, for the equipment described on the COVER SHEET of this
lease.

1. LEASE. Lessor hereby leases to the lessee the "equipment"
for the number of months and for the lease payments as set forth
on the SCHEDULE OF VARIABLE LEASE TERMS ("Schedule") attached
hereto and incorporated herein by reference In the terms and
conditions stated in this lease. Lessee agrees that if there is
any inconsistency between the terms and conditions of this lease
and any of the lessee's requirements or other terms of its
written purchase orders, the terms of this lease shall govern.
The lease payments shall commence when the lessee has received
the equipment, and shall continue thereafter to be paid on the
same day of each succeeding month in the amount specified and
for the total number of payments as provided in the Schedule of
Variable Lease Terms as set forth above. All lease payments by
lessee shall be payable at the office of lessor or at such other
place as lessor may from time-to-time designate in writing.
Lessee hereby acknowledges that all sums advanced at the
execution of this lease shall be fully earned by lessor upon
receipt, and that all such sums shall be nonrefundable and shall
be and remain the sole property of lessor without exception,
except the Security Deposit as hereafter set forth.

2. LESSEE'S WAIVER OF DAMAGES AND WARRANTIES FROM LESSOR. Lessee
leases the equipment from lessor "as is." Lessor makes
absolutely no warranties, express or implied, including any
warranty of merchantability or fitness for a particular purpose.
Lessee shall, and hereby does, hold lessor harmless from and
against any damage or injury to persons or property caused by
the equipment, and lessee agrees to be responsible for any such
loss. No representation or warranty by the supplier or
<PAGE>
salesperson is binding upon lessor, nor shall breach of such
warranty relieve lessee of lessee's obligation to lessor. In
no event shall lessor be liable to lessee for any special,
indirect or consequential damages, including lost profits, lost
business opportunities, or any other damages of such kind or
description. Lessee acknowledges that lessor is not in the
business of manufacturing or supplying the leased equipment,
that it has made no investigation as to the appropriateness of
the equipment for the purposes to which lessee intends to put
the equipment, and therefore lessee fully accepts the terms and
conditions of this paragraph limiting the liability of the
lessor to the delivery of the equipment and in return, lessee
promises to make the lease payments specified in paragraph one
(1) hereof.

3. DELIVERY AND ACCEPTANCE. Lessee agrees to accept such delivery
of the equipment and upon installation thereof to execute and
deliver to lessor the DELIVERY AND ACCEPTANCE RECEIPT submitted
by lessor. Lessee further agrees that the validity of this
lease shall not be affected by any delay in the shipment of the
equipment by the supplier. In the event that the lessee has not
executed and delivered to lessor the submitted delivery and
acceptance receipt upon installation of the equipment, then it
shall be conclusively presumed, as between lessor and lessee,
that the equipment is in good working order and condition and
that the lessee has accepted and is satisfied that the equipment
constitutes the equipment specified in this lease,
notwithstanding the fact that such goods may be otherwise
nonconforming. By execution hereof, the lessee certifies that
he has read this lease including all portions hereof, and all
schedules attached hereto, and that he is authorized to execute
this lease on behalf of the lessee, and hereby acknowledges
receipt of this lease. LESSEE REPRESENTS AND WARRANTS THAT THIS
IS A COMMERCIAL AND BUSINESS TRANSACTION AND NOT A CONSUMER
TRANSACTION.

4. USE. Lessee shall use the equipment in the conduct of its
business and in a careful and proper manner. Lessee shall not
alter or change the equipment without the prior written consent
of the lessor, and all equipment, accessories, parts and
replacements for or which are added to and become part of the
equipment shall immediately become the property of the lessor
and shall be deemed incorporated in the equipment and subject to
the terms and conditions of this lease as if originally leased
hereunder.

5. LOCATION. The equipment shall be located at the address of
lessee shown on the Schedule and shall not be moved from said
location without the prior written consent of lessor.

6. LOSS AND DAMAGE. Upon shipment of equipment to lessee, the
lessee hereby assumes and shall bear the entire risk of loss and
damage to the equipment from any and every cause whatsoever.

7. INSURANCE. Lessee shall keep the leased equipment insured
against loss by fire, theft and all other hazards
<PAGE>
("comprehensive coverage") by insurers and in form, amount and
coverage satisfactory to lessor, but in no event less than the
original cost of the leased equipment or such other amount as
lessor shall approve in writing. Lessor shall be named as an
additional insured and loss payee on any such insurance policy
or policies, and lessee agrees to provide a certificate of
insurance to lessor showing the lessor as such loss payee as its
interest may appear. Said policies shall provide that all
losses shall be payable solely to the lessor. Said policy shall
also provide that no act or omission of lessee or any of its
officers, agents, employees or representatives shall affect
the obligation of the insurer to pay the full amount of any
loss, and no such policy shall be canceled or materially
altered, except upon not less than thirty (30) days prior
written notice to the lessor. In the event of any loss,
destruction, theft or damage to any of the leased equipment,
lessee shall immediately notify lessor in writing, and
any such loss, destruction, theft or damage shall not
relieve the lessee from its obligation to pay the full lease
payments hereunder. Lessee shall promptly make claim for
applicable insurance and comply in all respects with the claims
policies and procedures as set forth in the policies to be
issued as specified above. Any sums collected from insurance
for the total loss of any leased equipment shall be first
credited to the payment of the residual value of the leased
equipment as determined by the lessor, and then to the unpaid
installments of rent payable hereunder. If any of the leased
equipment is partially damaged, the lessee shall repair such
damage at its own cost and expense, and any sums collected from
insurance on account of such damage shall be applied to the cost
thereof. Provided, however, on default of the lessee in
repairing such damage within thirty (30) days of the occurrence
thereof, the sums collected therefor shall be applied to the
last maturing installments of rent payable hereunder or to the
repair of the leased equipment, at the option of the lessor.
Lessee shall insure the lessor and lessee with respect to
liability for personal injuries, death, damage to or use of the
property resulting from the ownership, use and operation of the
leased equipment, with insurer satisfactory to the lessor in the
amount of at least One Hundred Thousand ($100,000.00) Dollars
and Three Hundred Thousand ($300,000.00) Dollars for personal
injuries, and Fifty Thousand ($50,000.00) Dollars for property
damages, or such greater amount as lessor shall reasonably
require. If lessee shall default in obtaining any insurance so
to be provided, the lessor may place such insurance at its
options, pay the premiums and charge the same as additional rent
to the lessee, which shall be payable upon demand with interest
at eighteen (18%) percent, or the highest legal rate from the
date lessor makes any such payment. Notwithstanding the
provisions of this paragraph, lessee will, and hereby does, hold
lessor harmless from and against any such claim or liability
(including attorneys fees and costs and expenses for the defense
thereof) arising out of the ownership, use or operation of the
leased equipment during the period of this lease and until the
leased equipment is returned to and accepted by the lessor.
<PAGE>
8. TAXES, ASSESSMENT AND FEES Lessee agrees to pay all licensing,
filing and registration fees and to keep the equipment free from
liens and encumbrances. Lessee agrees to pay lessor for all
personal property taxes assessed against the equipment, to pay
all other taxes, assessments, fees and penalties which may be
levied or assessed in respect to the equipment, including sales
tax levied on the rental payments, its use or any interest
therein, or any lease payments including, but not limited to,
all federal, state and local taxes however designated or levied,
whether upon lessee or lessor or the equipment, or upon the
sale, ownership, use or operation, excepting any income taxes
levied on the payments to the lessor. Lessee authorizes lessor
to file at lessor's option financing statements without the
signature of the lessee, and if a signature is required by
law, lessee appoints lessor as lessee's attorney in fact to
execute such financing statements on its behalf. Lessee agrees
to pay a fee of Twenty-Five ($25.00) Dollars to reimburse
lessor's expenses for preparing such financing statements and
for making such credit checks and analysis of lessee and
guarantor's financial status as the lessor deems prudent.
Lessee agrees to reimburse lessor for reasonable costs incurred
in collecting taxes, assessments or fees for which lessee is
liable and any collection charges attributable thereto,
including attorneys fees, costs and expenses.

9. TITLE/RECORDING. Title of the equipment shall, at all times,
remain in the lessor. Lessee agrees to keep the equipment free
and clear from all levies, attachments, liens, encumbrances and
charges or other judicial process of every kind whatsoever.
Lessee agrees to save lessor harmless and indemnify lessor from
any loss or damage caused thereby. Lessee authorizes lessor for
and in lessee's name to execute and file financing statements
for the equipment as set forth in paragraph number eight (8).

10. DEFAULT. In the event that the lessee shall default in payment
when due of any lease payment, additional lease payment, or any
other sums or charges due hereunder, for a period of five (5)
consecutive days after the said amounts are due, or in the event
of any other default or breach of the other terms and conditions
of this lease, or any other lease agreement executed
contemporaneously herewith or which incorporates this agreement
by reference, or if any execution or other process shall be
issued in connection with the equipment, or if the lessee
becomes insolvent or makes an assignment for the benefit of
creditors, or a receiver, trustee or liquidator of the lessee's
business or a substantial part of its assets is appointed with
or without the consent of the lessee, or if a petition is filed
against the lessee or by the lessee under the Bankruptcy Code or
any amendments thereto, or any similar state insolvency law or
laws providing relief for debtors, or if the financial
conditions of the lessee's business affairs shall so change as
to, in lessor's opinion, impair lessor's equipment or increase
the credit risk involved, then, and upon the happening of any of
these events, lessor shall have the right to do one or more of
the following:Declare this lease in default upon written notice
to lessee whereupon the entire amount of the lease payments
<PAGE>
remaining to be paid pursuant to this agreement shall be
immediately due and payable; and Proceed to appropriate court
action or actions at law or in equity or in bankruptcy to
enforce performance by lessee of the covenants and terms and
conditions of this Lease Agreement and/or to recover damages for
the breach thereof; and Terminate this lease upon written notice
to lessee; and Whether or not this lease be so terminated,
and without notice to lessee, repossess the equipment wherever
found, with or without legal process, and for this purpose
lessor and/or its agents may enter upon any premise of or under
control or jurisdiction of the lessee or any agent of the lessee
without liability for suit, action or other proceeding by lessee
(any damages occasioned by such repossession being hereby
expressly waived by lessee) and remove the equipment thereon.

Notwithstanding the fact that any or all of the equipment is
returned to or repossessed by the lessor as aforesaid, the
lessee shall remain liable for and the lessor may forthwith
recover from lessee as liquidated damages for breach thereof
under this lease and not as a penalty, in addition to the entire
amount of the unpaid lease payments pursuant to said
subparagraph "A" above, all other unpaid sums or charges that
accrued prior to the date of the lessee's default, together will
all costs and expenses incurred by the lessor as set forth
herein. If the lessee fails to redeliver any equipment to the
lessor or the lessor is unable, for any reason, to effect
repossession of the equipment, or if the lessor does not
repossess any of the equipment at its option, then with respect
to such equipment, the lessee shall be liable for, and lessor
may forthwith recover from the lessee, as liquidated damages,
and not as a penalty, in addition to the entire amount of unpaid
lease payments pursuant to subparagraph "A" above, the sum of
twenty (20%) percent of the actual cost to lessor of such
equipment, plus all other unpaid sums or charges that accrued
prior to the date of the default by lessee, together with all
costs and expenses incurred by lessor as set forth in this
agreement.

Lessor may also recover all costs and expenses including,
without limitation, reasonable attorney fees incurred by the
lessor in enforcing its rights under this agreement.

Lessor may apply advance lease payments received against the
lessee's obligations under this lease.

Any repossession, resale or release of any equipment by lessor
shall not be a bar to the institution of litigation by lessor
against lessee for damages for breach of this lease, and the
commencement of any litigation or the entry of any judgment
against lessee shall not be a bar to the lessor's right to
repossess the equipment.

With respect to any equipment returned to the lessor or
repossessed by lessor pursuant to this agreement, the lessor
may hold or use such equipment for any purpose whatsoever, or
may sell the same at private or public sale, for cash or credit,
<PAGE>
or may release the same for such terms as shall be solely
determined by lessor. In the event of the sale or releasing
by lessor of any such equipment, lessee shall be liable for, and
lessor may forthwith recover from lessee, as liquidated damages
for breach of this lease, and not as a penalty, in addition to
the entire amount of the unpaid lease payments pursuant to
subparagraph "A" above, the sum of twenty (20%) percent of the
actual cost to the lessor of such equipment, plus all other
unpaid sums or charges that accrued prior to the date of
the lessee's default, plus the proceeds of any sale or releasing
of such equipment, after first deducting therefrom all costs and
expenses incurred in repossession, storage, repairs,
reconditioning, sale, releasing, attorney fees, and collection
fees with respect to the equipment.

To the extent permitted by law, the lessee hereby waives any
rights now or hereafter conferred by statute or otherwise which
may require the lessor to sell, lease or otherwise use any
equipment in mitigation of lessee's damages as set forth in
this paragraph numbered ten (10), or which may otherwise limit
or modify any of the lessor's rights or remedies under this
paragraph numbered ten (10).

12. RETURN OF EQUIPMENT AND/OR PURCHASE OPTION. On termination or
expiration of this lease, or upon the lessee's default, lessee
shall at its own cost and expense return the equipment to the
lessor at an address specified by the lessor in the same
condition as received, reasonable wear and tear and normal
depreciation excepted. The lessee shall, in addition to all
other payments due under this lease to the lessor, pay to lessor
such sums as may be necessary to cover replacement for all
damaged, broken or missing parts of the equipment.

In lieu of returning the equipment as set forth above, in the
event the lessee has made all payments and has otherwise
fulfilled all of its obligations pursuant to the lease, it may
purchase the equipment for the then-current fair market value,
as determined and agreed to by the parties. Upon delivering the
agreed-upon sum, and upon the satisfaction by the lessee of all
<PAGE>
of its obligations pursuant to this agreement, then the lessor
shall deliver a Bill of Sale transferring title to the lessee
and the lessor shall further release any and all security
interests it has filed or other liens of record that it has
filed on the equipment.

Insofar as this is, or may be deemed to be, an installment
purchase agreement rather than a lease, the lessee agrees to
execute a chattel security agreement and financing statement
securing the interest of the lessor in the equipment.

13. RENEWAL. In the event lessee fails to return the equipment to
the lessor upon expiration or termination of the lease, the
lessor is entitled to charge, and lessee shall continue to pay,
rent to the lessor at the same rate provided herein, as a
month-to-month lease until the equipment is returned by the
lessor. This Lease shall be renewable upon agreement
of the parties.

14. ASSIGNMENT. This lease may not be assigned, nor may any of the
leased equipment be subleased by the lessee without the prior
written consent of the lessor. Lessor may, at its option,
assign to any bank or other financial institution, all or part
of any of its right, title or interest in and to the lease and
to each item of equipment and monies to become due hereunder;
and, lessor may grant security interests in the equipment,
subject to the lessee's right therein as set forth in this
lease, and in such events, all provisions of this lease for the
benefit of the lessor shall inure to the benefit of and be
exercisable by or on behalf of any such assignee, but the
assignee, subject to the option of the lessor, may or may not
be liable for or be required to perform any of the lessor's
obligations to the lessee. The lessor may direct that all
rental payments due and to become due under this lease and
assigned by lessor shall be paid directly to any such assignee,
upon notice of such assignment to lessee, and assignee may
exercise any of lessor's rights hereunder and shall not be
subject to any defense, counterclaim or setoff which the
lessee may have or assert against the lessor, and the lessor
hereby agrees that it will not assert any such defenses,
setoffs, counterclaims and claims against the assignee. The
original lease may be used as chattel paper.

15. CONFLICTS. If any provision herein is in conflict with statute
or rule of law of any state or territory wherein it may be
sought to be enforced, then that provision shall be deemed null
and void to the extent that it may conflict therewith, but the
balance of any such provision, and the balance of the lease
shall be enforced to the fullest extent permitted by law. For
the sole purpose of resolving any problem with respect to
conflict of laws, it is agreed that questions of filing or
recording shall be determined by the law of the place where the
equipment is located. In all other respects, this lease shall
be governed by the laws of the State of Wisconsin.
<PAGE>
16. NOTICE. All notices relating hereto shall be in writing and
delivered to an officer of the party to which such notice is
being given or mailed by certified mail, return receipt
requested, to such party at the address specified in this
lease, or at such other address as may thereafter be specified
by like notice by either party to the other.

17. INSPECTION. Lessor may, for the purpose of inspection, at all
reasonable times, enter upon any job, building or place where
the equipment is located and may remove the equipment forthwith
without notice to lessee if the equipment is, in the opinion of
the lessor, being used beyond its capacity or in any manner
improperly cared for, abused or misused.

18. INDEMNITY. Lessee shall and does hereby agree to indemnify and
save lessor, its successors and assigns, harmless from any and
all liability, damages, or loss, including reasonable attorney
fees, arising out of the ownership, selection, possession,
leasing, renting, operation, control, use condition (including
but not limited to latent and other defects, whether or not
discoverable by lessee), maintenance, delivery and return
of the equipment, or in the event that the lessee shall be in
default hereunder, arising out of the condition of any item of
equipment sold or disposed or after use by the lessee. The
indemnities and obligations provided in this paragraph shall
continue in full force and effect notwithstanding the
termination of this lease.

19. SECURITY DEPOSIT. Contemporaneous with the execution of this
lease, the lessee has delivered to the lessor the deposit
payment as listed on the Schedule. Said amount shall be held
as a deposit against obligations due the lessor from the lessee
and may, upon written notice to the lessee, be applied by the
lessor to any obligations due the lessor from the lessee
pursuant to the terms of this agreement. The deposit may not
be used by the lessee for payments and the same shall be
returned by the lessor to the lessee upon the due completion by
the lessee of all the terms and conditions of this lease.

20. AUTOMATIC RENEWAL. This Lease is for the number of months set
forth on the Schedule of Variable Lease Terms on the face
hereof. Unless one party gives the other at least thirty (30)
days notice prior to the end of such term (or any renewal
thereof), then this Lease shall be renewed for another like
period of time which shall again be subject to this same
automatic renewal unless one party gives to the other thirty
(30) days notice.

21. MISCELLANEOUS.

A. This lease and its related attachments contains the entire
agreement between the lessor and lessee and may not be altered,
amended, or modified, or otherwise changed except by writing
executed by authorized persons of each party.
Notwithstanding the foregoing, lessee hereby authorizes
lessor, without further notice, to complete the description
<PAGE>
of the equipment to be leased, the quantity thereof, serial
numbers of such equipment, and to fill in any blank spaces
on this lease and to date this lease. Lessee shall pay to
lessor a charge for lessor's documentation in connection
with this lease.

B. This lease shall be valid and enforceable when accepted in
writing by lessor and shall be governed by the laws of the
State of Wisconsin, and shall be binding upon the lessor and
lessee and their respective legal representatives,
successors and assigns.

C. Lessee agrees that this lease is irrevocable for the full
term hereof and that its obligations are absolute and shall
continue without abatement regardless of any disability to
use the equipment or any part thereof because of any reason
including, but not limited to, war, act of God, governmental
regulations, strike, loss, damage, destruction, obsolescence,
failure or delay in delivery, failure of the equipment to
properly operate, termination by operation of law, or any
other cause.

DATED at Germantown, Wisconsin this _____ day of ________________,
199___.

MOLDMAKERS LEASING & INVESTMENTS TECSTAR MFG. COMPANY
LIMITED PARTNERSHIP, LLP ("Lessee")
("Lessor")

By: MARK G. SELLERS By: BRUCE SCHNEIDER

As its: PARTNER As its: VP-FINANCE
<PAGE>
ATTACHMENTS

(Such Attachments are to be signed contemporaneously and are part of
this Lease Agreement).

1. Cover Sheet

2. Schedule of Variable Lease Terms

3. Delivery and Acceptance Receipt
<PAGE>
COVER SHEET

LEASE NUMBER:_______________ LEASE DATE:___________________

SCHEDULE NUMBER:___________

LESSOR: ______________________________

______________________________

LESSEE: ______________________________

______________________________

DESCRIPTION OF EQUIPMENT

QUANTITY SERIAL NUMBER DESCRIPTION

____________
(Initial)

____________
(Date)

<PAGE>
SCHEDULE OF VARIABLE LEASE TERMS

Lease #__________ Schedule #_________________

LESSOR: ____________________________________
(Name)
____________________________________
(Address)
____________________________________

LESSEE: ____________________________________
(Name)
____________________________________
(Address) *
____________________________________

Number of Months: ______** Amount of Monthly Lease Payment: _________

Due Date: ________________ Commencement Date:________________________

Amount of Security Deposit (in accordance with terms of Paragraph 19
of the LEASE AGREEMENT): $___________________________________________

Payments to be made to Lessor at address shown above.

Check to Lessor in the amount of $200.00 for documentation costs as
outlined in Paragraph 21(a) of LEASE AGREEMENT to accompany this
agreement.

ADJUSTMENT CLAUSE

At the option of the Lessor, consideration MAY be given to Lessee for
services provided to Lessor. This consideration could result in
reduced lease payment(s), and written notice of same will be given to
Lessee in advance of the next lease payment due date. If no notice is
given, lease payments are as outlined above.

*Address of Lessee is to be the location of leased equipment, in
accordance with Paragraph Five of LEASE AGREEMENT.

**Subject to terms outlined in Paragraph 20 of LEASE AGREEMENT.

___________________ ___________________
(Initial) (Date)

<PAGE>
DELIVERY AND ACCEPTANCE RECEIPT

LEASE NUMBER:_______________ DATE:____________________

SCHEDULE NUMBER:___________

LESSOR: ____________________________________________

LESSEE: ____________________________________________

In accordance with Paragraph Three (3) of the above-referenced
EQUIPMENT LEASE, delivery and installation of the leased equipment
is hereby accepted.

SIGNED at Germantown, Wisconsin this _____ day of __________________,
199____.

LESSEE:_______________________

By:___________________________
(Signature)

Drafted by Sandra Gierach
12-17-97

Exhibit 10.10

MASTER EQUIPMENT LEASE AGREEMENT

THIS MASTER EQUIPMENT LEASE AGREEMENT, is made as of the 29th day
of November, 1999, by and between PCI Consulting & Leasing, Inc.,
(hereinafter referred to as "Lessor"), and TecStar Mfg. Company
(hereinafter referred to as "Lessee").

WITNESSETH:

For and in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto agree as follows:

1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor, certain equipment under the numbered lease
agreements described in Exhibit A, which is attached hereto and
incorporated herein by reference.

2. TERM. The lease of each item of equipment set forth on
Exhibit A is on a month-to-month basis.

3. RENT. The monthly rent for each item of equipment shall
be the amount designated in Exhibit A.

IN WITNESS WHEREOF, the parties hereto have executed this Master
Equipment Lease Agreement as of the date first above written.

PCI CONSULTING & LEASING, INC. TECSTAR MFG. COMPANY
("Lessor") ("Lessee")

By: SCOTT W. SCAMPINI By: BRUCE SCHNEIDER

As its: PARTNER As its: VP-FINANCE
<PAGE>
EXHIBIT A

<TABLE>
<CAPTION>
LEASE NUMBER LESSEE MONTHLY LEASE
(EXECUTED EX. B) Pymt. Amt.
<S> <C> <C>
2511002-1 TecStar Mfg. Company $ 14,600.00
2511004-1 TecStar Mfg. Company $ 3,625.00
2511007-1 TecStar Mfg. Company $ 4,700.00
2511008-1 TecStar Mfg. Company $ 1,575.00
2511009-1 TecStar Mfg. Company $ 275.00
2511010-1 TecStar Mfg. Company $ 13,175.00
2511011-3 TecStar Mfg. Company $ 2,300.00
2511012-3 TecStar Mfg. Company $ 1,425.00
2511013-1 TecStar Mfg. Company $ 10,950.00
2511014-3 TecStar Mfg. Company $ 100.00
2511015-1 TecStar Mfg. Company $ 5,800.00
2511016-2 TecStar Mfg. Company $ 350.00
2511017-2 TecStar Mfg. Company $ 150.00
2511018-1 TecStar Mfg. Company $ 1,275.00
2511019-2 TecStar Mfg. Company $ 1,000.00
2511020-2 TecStar Mfg. Company $ 8,325.00
2511021-1 TecStar Mfg. Company $ 6,100.00
2511022-1 TecStar Mfg. Company $ 16,450.00
2511023-1 TecStar Mfg. Company $ 2,675.00
2511024-1 TecStar Mfg. Company $ 6,300.00
2511025-4 TecStar Mfg. Company $ 2,200.00
2511026-1 TecStar Mfg. Company $ 4,675.00
2511027-1 TecStar Mfg. Company $ 7,900.00
2511029-1 TecStar Mfg. Company $ 14,625.00
2511030-1 TecStar Mfg. Company $ 8,525.00
2511031-1 TecStar Mfg. Company $ 3,850.00
2511032-1 TecStar Mfg. Company $ 6,025.00
2511034-1 TecStar Mfg. Company $ 16,750.00
</TABLE>

The term of each lease of equipment referenced above is month-to-month.

EXHIBIT B

Lease Number:__________________

LEASE AGREEMENT

1. LEASE. Lessor hereby leases to the lessee the "equipment" for
the number of months and for the lease payments as set forth on
the SCHEDULE OF VARIABLE LEASE TERMS ("Schedule") attached
hereto and incorporated herein by reference In the terms and
conditions stated in this lease. Lessee agrees that if there
is any inconsistency between the terms and conditions of this
lease and any of the lessee's requirements or other terms of
<PAGE>
its written purchase orders, the terms of this lease shall
govern. The lease payments shall commence when the lessee has
received the equipment, and shall continue thereafter to be paid
on the same day of each succeeding month in the amount specified
and for the total number of payments as provided in the Schedule
of Variable Lease Terms as set forth above. All lease payments
by lessee shall be payable at the office of lessor or at such
other place as lessor may from time-to-time designate in
writing. Lessee hereby acknowledges that all sums advanced at
the execution of this lease shall be fully earned by lessor upon
receipt, and that all such sums shall be nonrefundable and shall
be and remain the sole property of lessor without exception,
except the Security Deposit as hereafter set forth.

2. LESSEE'S WAIVER OF DAMAGES AND WARRANTIES FROM LESSOR. Lessee
leases the equipment from lessor "as is." Lessor makes
absolutely no warranties, express or implied, including any
warranty of merchantability or fitness for a particular purpose.
Lessee shall, and hereby does, hold lessor harmless from and
against any damage or injury to persons or property caused by
the equipment, and lessee agrees to be responsible for any such
loss. No representation or warranty by the supplier or
salesperson is binding upon lessor, nor shall breach of such
warranty relieve lessee oflessee's obligation to lessor. In no
event shall lessor be liable to lessee for any special, indirect
or consequential damages, including lost profits, lost business
opportunities, or any other damages of such kind or description.
Lessee acknowledges that lessor is not in the business of
manufacturing or supplying the leased equipment, that it has
made no investigation as to the appropriateness of the equipment
for the purposes to which lessee intends to put the equipment,
and therefore lessee fully accepts the terms and conditions
of this paragraph limiting the liability of the lessor to the
delivery of the equipment and in return, lessee promises to make
the lease payments specified in paragraph one (1) hereof.

3. DELIVERY AND ACCEPTANCE. Lessee agrees to accept such delivery
of the equipment and upon installation thereof to execute and
deliver to lessor the DELIVERY AND ACCEPTANCE RECEIPT submitted
by lessor. Lessee further agrees that the validity of this
lease shall not be affected by any delay in the shipment of the
equipment by the supplier. In the event that the lessee has not
executed and delivered to lessor the submitted delivery and
acceptance receipt upon installation of the equipment, then it
shall be conclusively presumed, as between lessor and lessee,
that the equipment is in good working order and condition and
that the lessee has accepted and is satisfied that the equipment
constitutes the equipment specified in this lease,
notwithstanding the fact that such goods may be otherwise
nonconforming. By execution hereof, the lessee certifies that
he has read this lease including all portions hereof, and all
schedules attached hereto, and that he is authorized to execute
this lease on behalf of the lessee, and hereby acknowledges
receipt of this lease. LESSEE REPRESENTS AND WARRANTS THAT
THIS IS A COMMERCIAL AND BUSINESS TRANSACTION AND NOT A CONSUMER
TRANSACTION.
<PAGE>

5. LOCATION. The equipment shall be located at the address of
lessee shown on the Schedule and shall not be moved from said
location without the prior written consent of lessor.

6. LOSS AND DAMAGE. Upon shipment of equipment to lessee, the
lessee hereby assumes and shall bear the entire risk of loss
and damage to the equipment from any and every cause whatsoever.

7. INSURANCE. Lessee shall keep the leased equipment insured
against loss by fire, theft and all other hazards
("comprehensive coverage") by insurers and in form, amount and
coverage satisfactory to lessor, but in no event less than the
original cost of the leased equipment or such other amount as
lessor shall approve in writing. Lessor shall be named as an
additional insured and loss payee on any such insurance policy
or policies, and lessee agrees to provide a certificate of
insurance to lessor showing the lessor as such loss payee as its
interest may appear. Said policies shall provide that all
losses shall be payable solely to the lessor. Said policy shall
also provide that no act or omission of lessee or any of its
officers, agents, employees or representatives shall affect the
obligation of the insurer to pay the full amount of any loss,
and no such policy shall be canceled or materially altered,
except upon not less than thirty (30) days prior written notice
to the lessor. In the event of any loss, destruction, theft or
damage to any of the leased equipment, lessee shall immediately
notify lessor in writing, and any such loss, destruction, theft
or damage shall not relieve the lessee from its obligation to
pay the full lease payments hereunder. Lessee shall promptly
make claim for applicable insurance and comply in all respects
with the claims policies and procedures as set forth in the
policies to be issued as specified above. Any sums collected
from insurance for the total loss of any leased equipment shall
be first credited to the payment of the residual value of the
leased equipment as determined by the lessor, and then to the
unpaid installments of rent payable hereunder. If any of the
leased equipment is partially damaged, the lessee shall repair
such damage at its own cost and expense, and any sums collected
from insurance on account of such damage shall be applied to
the cost thereof. Provided, however, on default of the lessee
in repairing such damage within thirty (30) days of the
occurrence thereof, the sums collected therefor shall be applied
to the last maturing installments of rent payable hereunder or
to the repair of the leased equipment, at the option of the
lessor. Lessee shall insure the lessor and lessee with respect
to liability for personal injuries, death, damage to or use of
the property resulting from the ownership, use and operation of
<PAGE>
the leased equipment, with insurer satisfactory to the lessor in
the amount of at least One Hundred Thousand ($100,000.00)
Dollars and Three Hundred Thousand ($300,000.00) Dollars for
personal injuries, and Fifty Thousand ($50,000.00) Dollars for
property damages, or such greater amount as lessor shall
reasonably require. If lessee shall default in obtaining any
insurance so to be provided, the lessor may place such insurance
at its options, pay the premiums and charge the same as
additional rent to the lessee, which shall be payable upon
demand with interest at eighteen (18%) percent, or the highest
legal rate from the date lessor makes any such payment.
Notwithstanding the provisions of this paragraph, lessee will,
and hereby does, hold lessor harmless from and against any such
claim or liability (including attorneys fees and costs and
expenses for the defense thereof) arising out of the ownership,
use or operation of the leased equipment during the period of
this lease and until the leased equipment is returned to and
accepted by the lessor.

8. TAXES, ASSESSMENT AND FEES. Lessee agrees to pay all licensing,
filing and registration fees and to keep the equipment free from
liens and encumbrances. Lessee agrees to pay lessor for all
personal property taxes assessed against the equipment, to pay
all other taxes, assessments, fees and penalties which may be
levied or assessed in respect to the equipment, including sales
tax levied on the rental payments, its use or any interest
therein, or any lease payments including, but not limited to,
all federal, state and local taxes however designated or levied,
whether upon lessee or lessor or the equipment, or upon the
sale, ownership, use or operation, excepting any income taxes
levied on the payments to the lessor. Lessee authorizes lessor
to file at lessor's option financing statements without the
signature of the lessee, and if a signature is required by law,
lessee appoints lessor as lessee's attorney in fact to execute
such financing statements on its behalf. Lessee agrees to pay
a fee of Twenty-Five ($25.00) Dollars to reimburse lessor's
expenses for preparing such financing statements and for making
such credit checks and analysis of lessee and guarantor's
financial status as the lessor deems prudent. Lessee agrees to
reimburse lessor for reasonable costs incurred in collecting
taxes, assessments or fees for which lessee is liable and any
collection charges attributable thereto, including attorneys
fees, costs and expenses.

10. DEFAULT. In the event that the lessee shall default in payment
when due of any lease payment, additional lease payment, or any
other sums or charges due hereunder, for a period of five (5)
<PAGE>
consecutive days after the said amounts are due, or in the event
of any other default or breach of the other terms and conditions
of this lease, or any other lease agreement executed
contemporaneously herewith or which incorporates this agreement
by reference, or if any execution or other process shall be
issued in connection with the equipment, or if the lessee
becomes insolvent or makes an assignment for the benefit of
creditors, or a receiver, trustee or liquidator of the lessee's
business or a substantial part of its assets is appointed with
or without the consent of the lessee, or if a petition is
filed against the lessee or by the lessee under the Bankruptcy
Code or any amendments thereto, or any similar state insolvency
law or laws providing relief for debtors, or if the financial
conditions of the lessee's business affairs shall so change as
to, in lessor's opinion, impair lessor's equipment or increase
the credit risk involved, then, and upon the happening of any
of these events, lessor shall have the right to do one or more
of the following: Declare this lease in default upon written
notice to lessee whereupon the entire amount of the lease
payments remaining to be paid pursuant to this agreement shall
be immediately due and payable; and Proceed to appropriate court
action or actions at law or in equity or in bankruptcy to enforce
performance by lessee of the covenants and terms and conditions
of this Lease Agreement and/or to recover damages for the breach
thereof; and Terminate this lease upon written notice to lessee;
and Whether or not this lease be so terminated, and without
notice to lessee, repossess the equipment wherever found, with
or without legal process, and for this purpose lessor and/or its
agents may enter upon any premise of or under control or
jurisdiction of the lessee or any agent of the lessee without
liability for suit, action or other proceeding by lessee (any
damages occasioned by such repossession being hereby expressly
waived by lessee) and remove the equipment thereon.

Lessor may apply advance lease payments received against the
lessee's obligations under this lease.

With respect to any equipment returned to the lessor or
repossessed by lessor pursuant to this agreement, the lessor
may hold or use such equipment for any purpose whatsoever,
or may sell the same at private or public sale, for cash or
credit, or may release the same for such terms as shall be
solely determined by lessor. In the event of the sale or
releasing by lessor of any such equipment, lessee shall be
liable for, and lessor may forthwith recover from lessee, as
liquidated damages for breach of this lease, and not as a
penalty, in addition to the entire amount of the unpaid lease
payments pursuant to subparagraph "A" above, the sum of twenty
(20%) percent of the actual cost to the lessor of such
equipment, plus all other unpaid sums or charges that accrued
prior to the date of the lessee's default, plus the proceeds of
any sale or releasing of such equipment, after first deducting
therefrom all costs and expenses incurred in repossession,
storage, repairs, reconditioning, sale, releasing, attorney
fees, and collection fees with respect to the equipment.

11. CUMULATIVE REMEDIES. Each and all of the remedies provided
hereunder to the lessor are cumulative and may, to the extent
permitted by law, be exercised concurrently or separately, and
the exercise of any one remedy shall not preclude the lessor
from exercising any other remedy and shall not be deemed to be
an election of remedies. No failure on the part of the lessor
to exercise, and no delay in exercising any right or remedy
hereunder shall be deemed a waiver thereof, nor shall any single
or partial exercise by lessor of any right or remedy hereunder
preclude any other or further exercise thereof, or the exercise
of any other right or remedy. Damages occasioned by lessor's
repossession of the equipment are hereby waived by lessee.
Lessee waives any right of venue and agrees that all legal,
equitable or other proceedings between the parties can be
brought in a court of competent jurisdiction at the election
and determination of the lessor and lessee consents thereto.
<PAGE>
12. RETURN OF EQUIPMENT AND/OR PURCHASE OPTION. On termination
or expiration of this lease, or upon the lessee's default,
lessee shall at its own cost and expense return the equipment to
the lessor at an address specified by the lessor in the same
condition as received, reasonable wear and tear and normal
depreciation excepted. The lessee shall, in addition to all
other payments due under this lease to the lessor, pay to lessor
such sums as may be necessary to cover replacement for all
damaged, broken or missing parts of the equipment.

In lieu of returning the equipment as set forth above, in the
event the lessee has made all payments and has otherwise
fulfilled all of its obligations pursuant to the lease, it may
purchase the equipment for the then-current fair market value,
as determined and agreed to by the parties. Upon delivering the
agreed-upon sum, and upon the satisfaction by the lessee of all
of its obligations pursuant to this agreement, then the lessor
shall deliver a Bill of Sale transferring title to the lessee
and the lessor shall further release any and all security
interests it has filed or other liens of record that it has
filed on the equipment.

14. ASSIGNMENT. This lease may not be assigned, nor may any of
the leased equipment be subleased by the lessee without the
prior written consent of the lessor. Lessor may, at its option,
assign to any bank or other financial institution, all or part
of any of its right, title or interest in and to the lease and
to each item of equipment and monies to become due hereunder;
and, lessor may grant security interests in the equipment,
subject to the lessee's right therein as set forth in this
lease, and in such events, all provisions of this lease for the
benefit of the lessor shall inure to the benefit of and be
exercisable by or on behalf of any such assignee, but the
assignee, subject to the option of the lessor, may or may not
be liable for or be required to perform any of the lessor's
obligations to the lessee. The lessor may direct that all
rental payments due and to become due under this lease and
assigned by lessor shall be paid directly to any such assignee,
upon notice of such assignment to lessee, and assignee may
exercise any of lessor's rights hereunder and shall not be
subject to any defense, counterclaim or setoff which the lessee
may have or assert against the lessor, and the lessor hereby
agrees that it will not assert any such defenses, setoffs,
<PAGE>
counterclaims and claims against the assignee. The original
lease may be used as chattel paper.

16. NOTICE. All notices relating hereto shall be in writing and
delivered to an officer of the party to which such notice is
being given or mailed by certified mail, return receipt
requested, to such party at the address specified in this lease,
or at such other address as may thereafter be specified by like
notice by either party to the other.

18. INDEMNITY. Lessee shall and does hereby agree to indemnify and
save lessor, its successors and assigns, harmless from any and
all liability, damages, or loss, including reasonable attorney
fees, arising out of the ownership, selection, possession,
leasing, renting, operation, control, use condition (including
but not limited to latent and other defects, whether or not
discoverable by lessee), maintenance, delivery and return of
the equipment, or in the event that the lessee shall be in
default hereunder, arising out of the condition of any item of
equipment sold or disposed or after use by the lessee. The
indemnities and obligations provided in this paragraph shall
continue in full force and effect notwithstanding the
termination of this lease.

19. SECURITY DEPOSIT. Contemporaneous with the execution of this
lease, the lessee has delivered to the lessor the deposit
payment as listed on the Schedule. Said amount shall be held
as a deposit against obligations due the lessor from the lessee
and may, upon written notice to the lessee, be applied by the
lessor to any obligations due the lessor from the lessee
pursuant to the terms of this agreement. The deposit may
not be used by the lessee for payments and the same shall be
returned by the lessor to the lessee upon the due completion by
the lessee of all the terms and conditions of this lease.

20. AUTOMATIC RENEWAL. This Lease is for the number of months set
forth on the Schedule of Variable Lease Terms on the face
<PAGE>
hereof. Unless one party gives the other at least thirty (30)
days notice prior to the end of such term (or any renewal
thereof), then this Lease shall be renewed for another like
period of time which shall again be subject to this same
automatic renewal unless one party gives to the other thirty
(30) days notice.

21. MISCELLANEOUS.

A. This lease and its related attachments contains the entire
agreement between the lessor and lessee and may not be
altered, amended, or modified, or otherwise changed except
by writing executed by authorized persons of each party.
Notwithstanding the foregoing, lessee hereby authorizes
lessor, without further notice, to complete the description
of the equipment to be leased, the quantity thereof, serial
numbers of such equipment, and to fill in any blank spaces on
this lease and to date this lease. Lessee shall pay to lessor
a charge for lessor's documentation in connection with this
lease.

B. This lease shall be valid and enforceable when accepted in
writing by lessor and shall be governed by the laws of the
State of Wisconsin, and shall be binding upon the lessor
and lessee and their respective legal representatives,
successors and assigns.

DATED at Germantown, Wisconsin this _____ day of ________________,
199___.

PCI CONSULTING & LEASING, INC. TECSTAR MFG. COMPANY
("Lessor") ("Lessee")

By: By:
As its:Partner As its:VP-Finance
<PAGE>
ATTACHMENTS

(Such Attachments are to be signed contemporaneously and are part of
this Lease Agreement).

1. Cover Sheet

2. Schedule of Variable Lease Terms

3. Delivery and Acceptance Receipt
<PAGE>
COVER SHEET

LEASE NUMBER:_______________ LEASE DATE:___________________

SCHEDULE NUMBER:___________

LESSOR: ______________________________

______________________________

LESSEE: ______________________________

______________________________

DESCRIPTION OF EQUIPMENT

QUANTITY SERIAL NUMBER DESCRIPTION

____________
(Initial)

____________
(Date)

<PAGE>
SCHEDULE OF VARIABLE LEASE TERMS

Lease #__________ Schedule #_________________

LESSOR: ____________________________________
(Name)
____________________________________
(Address)
____________________________________

LESSEE: ____________________________________
(Name)
____________________________________
(Address) *
____________________________________

Number of Months: ______** Amount of Monthly Lease Payment: __________

Due Date: ________________ Commencement Date:______________________

Amount of Security Deposit (in accordance with terms of Paragraph 19 of
the LEASE AGREEMENT): $___________________________________________

Payments to be made to Lessor at address shown above.

Check to Lessor in the amount of $200.00 for documentation costs as
outlined in Paragraph 21(a) of LEASE AGREEMENT to accompany this
agreement.

ADJUSTMENT CLAUSE

At the option of the Lessor, consideration MAY be given to Lessee
for services provided to Lessor. This consideration could result in
reduced lease payment(s), and written notice of same will be given to
Lessee in advance of the next lease payment due date. If no notice
is given, lease payments are as outlined above.

*Address of Lessee is to be the location of leased equipment, in
accordance with Paragraph Five of LEASE AGREEMENT.

**Subject to terms outlined in Paragraph 20 of LEASE AGREEMENT.

___________________ ___________________
(Initial) (Date)
<PAGE>
DELIVERY AND ACCEPTANCE RECEIPT

LEASE NUMBER:_______________ DATE:____________________

SCHEDULE NUMBER:___________

LESSOR: ____________________________________________

LESSEE: ____________________________________________

In accordance with Paragraph Three (3) of the above-referenced
EQUIPMENT LEASE, delivery and installation of the leased equipment
is hereby accepted.

SIGNED at Germantown, Wisconsin this _____ day of __________________,
199____.

LESSEE:_______________________

By:___________________________
(Signature)

Drafted by Sandra Gierach
12-17-97

Exhibit 10.11
SUPPLY AGREEMENT

This Supply Agreement is entered into between the ITW Paslode, Cordless
Tool Group ("Paslode") of Illinois Tool Works Inc., a Delaware
Corporation ("ITW"), and TecStar Illinois Division, an Illinois
corporation ("TecStar"), an affiliate of MGS Enterprises, Inc., a
Wisconsin corporation ("MGS").

The parties have agreed to the following terms in order to increase
efficiencies and reduce costs in the manufacture and supply of plastic
components ("Parts") by TecStar to Paslode, while enabling each party
to independently run its own business in accordance with all safety
rules and applicable laws and regulations:

ARTICLE 1 MANUFACTURING FACILITY LEASE

1.1 Paslode shall lease a 70,000 portion of the 99,040 square foot
building located at 14050 Lambs Lane in Green Oaks, Illinois
("Building") for its own manufacturing facility ("Paslode
Facility") as of July 1, 1999, and shall lease the remaining 29,040
square foot portion of the Building as of October 1, 1999.

1.2 Paslode shall provide TecStar with the 29,040 square foot portion
of the Building for use as a complete plastic injection and blow
molding manufacturing facility ("TecStar Facility") in accordance
with the terms of this Agreement.

Paslode shall be responsible for all tooling costs and shall retain all
ownership rights to tooling and other equipment transferred or loaned
to TecStar for use in the Paslode Facility, the TecStar Facility, or
another facility of TecStar. However, TecStar shall be responsible for
the cost and performance of normal tool maintenance and minor repairs.

ARTICLE 2 TERM AND RELOCATION SCHEDULE

2.1 TecStar may equip and operate the TecStar Facility from October 1,
1999 through September 30, 2004 ("Term"), unless this Agreement is
terminated earlier in accordance with the termination provisions in
Article 6. Unless either party provides the other party with
written notice at least 90 days prior to the end of the initial
Term, this Agreement shall automatically renew for a subsequent
one-year term. Thereafter, this Agreement shall automatically
renew for successive one-year terms unless either party provides
the other party with written notice at least 90 days prior to the
end of the expiring term.

2.2 TecStar shall begin to manufacture Parts for Paslode at its
Germantown, Wisconsin plant upon receipt of tooling therefor from
Paslode.

2.3 Before October 1, 1999, Paslode and TecStar shall execute a written
schedule ("Relocation Schedule") for the relocation by TecStar of
<PAGE>
its Parts manufacturing process from Wisconsin to the TecStar
Facility.

ARTICLE 3 TECSTAR OBLIGATIONS AND PRICING

3.1 In return for the use of the TecStar Facility, TecStar shall:

3.1.1 make all necessary arrangements, subject to final
approval by Paslode, and assume full financial responsibility
(except as otherwise specified in Article 4.1), for the remodeling
and equipping of the TecStar Facility, complete with a direct
supply connection to the Paslode Facility, within the period
allocated under the Relocation Schedule;

3.1.2 hire, train, supervise, and maintain a sufficient staff
of qualified employees necessary to meet its obligations to
Paslode under this Agreement and to operate the TecStar Facility
as a facility dedicated to the manufacture of Parts for Paslode in
accordance with all reasonable Paslode operational and safety
rules and all applicable laws and regulations;

3.1.3 maintain the TecStar Facility and equipment therein in
good operational condition, and pay all utility, maintenance, and
operational expenses incurred in running the TecStar Facility;

3.1.4 provide Paslode with reasonable access to the TecStar
Facility and to its equipment and controls in the event of
emergencies, or to avert a safety breach or threat of personal
injury or property damage; and provide access upon prior notice for
reasonable inspection of the premises by Paslode or its lessor;

3.1.5 supply Paslode with Parts which meet all specifications
and reasonable quality standards in accordance with its schedule
requirements; and

3.1.6 discount the price of Parts to Paslode in accordance
with Article 3.2 hereof.

3.2 Part Price Reductions

3.2.1 Upon receipt by TecStar of tooling for a particular
Part, Paslode shall receive the initial Part price as listed on the
attached price schedule ("Price Schedule") for such Part.

3.2.2 Paslode shall receive an additional five percent (5%)
discount off of the Price Schedule prices at the earlier of the
date that TecStar relocates the Parts manufacturing process to the
TecStar Facility, or the applicable date(s) in the Relocation
Schedule.

3.2.3 On an ongoing basis, the parties shall negotiate
additional discounts to Paslode resulting from additional cost
savings realized by TecStar as a result of efficiencies in the
manufacturing and supply process.

3.2.4 Paslode shall receive price reductions, and TecStar
<PAGE>
shall receive price increases, as a result of raw material cost
decreases and increases, respectively. The price increase or
decrease shall equal the change in material cost per pound
multiplied by the weight in pounds of the Part as specified on the
Price Schedule.

3.3 For any month that TecStar fails to meet its contractual
obligations to Paslode under 3.1.5 above, TecStar shall either
(1) provide Paslode with alternately sourced Parts which are
acceptable to Paslode in its reasonable judgment, or (2) pay any
excess costs incurred by Paslode in obtaining alternate Parts from
another supplier.

ARTICLE 4 PASLODE OBLIGATIONS

4.1 Paslode shall arrange for and pay the reasonable costs of the
following changes to the TecStar Facility:

4.1.1 upgrade the existing electrical service from 800 to
1,200 Amps.;

4.1.2 provide a new 2,000 Amp. electrical service;

4.1.3 upgrade the factory lighting per TecStar's
specifications (not including lighting for office use) for
approximately 25,000 square feet;

4.1.4 paint the walls and ceilings in the factory area;

4.1.5 complete the demising wall between the Paslode Facility
and the TecStar Facility with drywall and fire-rated plywood
installation; and

4.1.6 install one male and one female bathroom.

4.2 Paslode shall provide TecStar employees regular access to the
Paslode Facility lunchroom and parking lot, and reasonable access
upon request to other accommodations such as laboratories and
conference rooms.

4.3 Paslode shall provide TecStar with reasonable access to the Paslode
Facility and to its equipment and controls in the event of
emergencies, or to avert a safety breach or threat of personal
injury or property damage.

4.4 Paslode shall issue a purchase order known as a Partner-Supplier
Agreement (which may be revised by Paslode annually or more
frequently by agreement with TecStar) containing an estimated
annual use and a price per Part based on quantity, in accordance
with previous sections of this Agreement. In addition, near the
end of every month, Paslode will supply a rolling Estimate of
Monthly Use for the next three months. Paslode will issue Releases
to TecStar for small batches of usage for one to two weeks, or as
otherwise agreed to, as Parts are actually consumed in the assembly
process by Paslode. TecStar shall hold appropriate quantities of
stock for these Releases.
<PAGE>
4.5 If, as a result of Paslode business fluctuations, total Releases of
Parts by Paslode over any three month period fall below the
Estimated Annual Use quantities by more than 30%, the parties shall
negotiate and agree to institute one or more changes on a temporary
basis such as the following examples to increase efficiencies and
save costs:

4.5.1 Permit TecStar move some of its production of Parts to
another TecStar facility on a temporary basis.

4.5.2 Permit TecStar to produce products for other customers
in the TecStar Facility.

4.6 Paslode shall pay all TecStar invoices on a bi-monthly, net 15 day
basis.

ARTICLE 5 INDEMNIFICATION AND INSURANCE

5.1 Paslode and TecStar shall each indemnify, defend and hold harmless
the other from and against all costs, expenses, attorneys fees,
damages, claims, penalties and other liabilities ("Claims") to the
extent resulting from the negligence or willful misconduct of an
employee or agent of the indemnifying party. However, TecStar
shall indemnify, defend, and hold harmless Paslode from and against
all Claims by its employees and agents for injuries or damages
suffered on or at the Building, the Paslode Facility, or the
TecStar Facility, regardless of cause.

5.2 TecStar shall indemnify, defend, and hold harmless Paslode from and
against all Claims related to damage to the Building, the Paslode
Facility, or the TecStar Facility, and related claims for personal
injury or death, due to actions or omissions attributable to
TecStar, and all Claims to the extent resulting from TecStar's
failure to comply with any applicable law, regulation, or provision
of this Agreement.

5.3 TecStar shall maintain insurance policies with reputable insurers
in amounts adequate to reasonably cover its business obligations
and exposures, with coverages including products liability,
casualty, comprehensive general liability, personal property
replacement, workers compensation and employers liability; TecStar
shall name Paslode as an additional insured and provide Paslode
with a certificate of insurance prior to October 1, 1999 and
thereafter annually and upon reasonable request.

ARTICLE 6 TERMINATION

6.1 The parties may terminate this Agreement early by written
agreement.

6.2 Either party may terminate this Agreement for any reason upon 180
days prior written notice to the other party.

6.3 Either party may terminate this Agreement immediately by written
notice upon the occurrence of any of the following events of
default by the other party:
<PAGE>
6.3.1 a default by a party of any of its obligations under
this Agreement which is not cured within 30 days of written notice
thereof by the other party;

6.3.2 a party or its parent corporation becoming insolvent or
bankrupt or making an assignment for the benefit of creditors or
being subject for 60 days to the appointment of a trustee or
receiver for the major part of its property, or instituting or
having instituted for 60 days bankruptcy, reorganization,
liquidation, insolvency, or similar proceedings;

6.3.3 failure of a party to take prompt, reasonable action
following written request by the other party to resolve issues
which present safety problems, employee disputes which materially
affect the other party's ability to conduct its business, or
potential violations of applicable law or regulations.

6.4 In the event of a termination by Paslode under 6.2 within the
initial Term, Paslode shall pay TecStar:

6.4.1 the prorated cost of the air conditioning installation
(prorated over the entire initial Term);

6.4.2 the prorated cost of TecStar's remaining financial
obligations or capital costs of the blow molding machines and
related equipment, after which Paslode shall have full ownership
rights therein to continue to use or to sell such equipment to
third parties; and

6.4.3 the reasonable costs of removal and relocation to
Germantown, Wisconsin (or another location approximately the same
distance from Green Oaks, Illinois) of capital equipment not being
purchased by Paslode under 6.4.2.

6.5 In the event of a termination of this Agreement under Article 6.1,
or by TecStar under Article 6.2, or at the normal expiration of the
Term if the parties do not renew this Agreement, TecStar shall
remove its property and equipment and remediate the property to the
reasonable satisfaction of Paslode, unless Paslode elects to take
over operation of the TecStar Facility and to compensate TecStar in
accordance with Article 6.7.

6.6 In the event of a termination of this Agreement due to an event of
default by or attributable to TecStar, Paslode may, in addition to
pursuing any and all of its remedies and rights at law or in
equity, require TecStar to immediately relinquish the TecStar
Facility and, at Paslode's option elect to either (a) take over
operation of the TecStar Facility, (b) require TecStar to remove
its property and equipment and remediate the property to the
reasonable satisfaction of Paslode, or (c) remove the TecStar
property and equipment and remediate the property at TecStar's cost
and expense.

6.7 If Paslode elects to take over operation of the TecStar Facility
under 6.5 or 6.6(a), Paslode may continue to operate the existing
TecStar Facility while the parties negotiate a reasonable
compensation to TecStar for its equipment.
<PAGE>
6.8 Paslode may terminate this Agreement immediately by written notice
to TecStar upon the occurrence of a change in control of TecStar or
MGS.

ARTICLE 7 GOVERNING LAW AND DISPUTE RESOLUTION

7.1 This Agreement and the legal relations between the parties shall be
governed by the laws of the State of Illinois, without giving
effect to the principles of conflict of laws.

7.2 The parties agree to attempt in good faith to amicably resolve any
dispute arising under this Agreement, or, upon the failure of such
resolution, to submit the dispute to final and binding arbitration
in Chicago, Illinois.

ARTICLE 8 MISCELLANEOUS

8.1 Amendment and Assignment: This Agreement may only be amended by
written agreement executed by the parties, and may not be assigned
by one party without the prior written agreement of the other party.

8.2 Entire Agreement: This Agreement constitutes the entire agreement
between the parties and supersedes any prior oral and written
agreements and understandings between the parties with respect to
the subject matter hereof.

8.3 Counterparts: This Agreement may be signed in several counterparts,
each of which shall be deemed an original.

8.4 Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted
assigns.

8.5 Waiver: Either party may by written notice to the other party
waive performance of any obligations of the other party.

8.6 Force Majeure: The performance of either party shall be excused to
the extent caused by an event beyond the reasonable control and
without fault or negligence of the party, including without
limitation acts of God, actions by governmental authority, fires,
floods, explosions, riots, wars, sabotage, or labor problems (other
than those involving the party's own employees).

ARTICLE 9 NOTICES

All notices and other communications required to be given hereunder
shall be in writing and shall be deemed to have been given when
delivered in person or transmitted by facsimile (with delivery
confirmation received), or on the delivery date shown on the receipt
for overnight delivery service, registered or certified mail, if
addressed to the party as indicated below, or to such other address as
the party shall later specify in accordance with this Article.

The parties have executed this Agreement as of the ____ day of
September, 1999.
<PAGE>

ITW PASLODE, CORDLESS TOOL GROUP TECSTAR ILLINOIS DIVISION

By: THOMAS G. SOUTHALL By: MARK G. SELLERS

THOMAS G. SOUTHALL MARK G. SELLERS
(Name) (Name)

GENERAL MANAGER PRESIDENT AND CEO
(Title) (Title)

Address for Notices: Address for Notices:

888 FOREST EDGE DRIVE W188 N11707 MAPLE ROAD
PO BOX 8117 BOX 1014
VERNON HILLS, IL 60061-8117 GERMANTOWN, WI 53022-8219

Facsimile #: 847-634-6602 Facsimile #: 414-250-2967

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

1. TecStar Mfg. Company, a Wisconsin corporation.

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of
our reports (and to all references to our Firm) included in or made
a part of this registration statement.

WOLF & COMPANY - MILWAUKEE, S.C.

Milwaukee, Wisconsin
November 29, 1999

EXHIBIT 24.1

POWER OF ATTORNEY

Know All Men by These Presents:

WHEREAS, Plastics Mfg. Company, a Wisconsin corporation
(hereinafter referred to as the "Registrant"), proposes to file with
the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement on Form
S-1 with respect to shares of common stock of the Registrant (the
"Registration Statement");

WHEREAS, the undersigned is Chairman of the Board, President, Chief
Executive Officer, Treasurer, and a director of the Registrant, as
indicated below his signature; and

WHEREAS, the undersigned hereby constitutes and appoints Scott W.
Scampini (with full power to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and
on his behalf to sign, execute and file this Registration Statement and
any or all amendments (including, without limitation, post-effective
amendments and any amendment or amendments or abbreviated registration
statement increasing the amount of securities for which registration is
being sought) to this Registration Statement, with all exhibits and any
and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority, granting
unto such attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate
the same as fully to all intents and purposes as she might or could do
if personally present, hereby ratifying and confirming all that such
attorney-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 29th day of November, 1999.

/S/ MARK G. SELLERS
Name: Mark G. Sellers
Title: Chairman of the Board, President, Chief
Executive Officer, Treasurer, and Director

POWER OF ATTORNEY

Know All Men by These Presents:

WHEREAS, Plastics Mfg. Company, a Wisconsin corporation (hereinafter
referred to as the "Registrant"), proposes to file with the Securities
and Exchange Commission, under the provisions of the Securities Act of
1933, as amended, a registration statement on Form S-1 with respect to
shares of common stock of the Registrant (the "Registration
Statement");
<PAGE>
WHEREAS, the undersigned is Executive Vice President, Secretary,
and a director of the Registrant, as indicated below his signature; and

WHEREAS, the undersigned hereby constitutes and appoints Mark G.
Sellers (with full power to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him
and on his behalf to sign, execute and file this Registration Statement
and any or all amendments (including, without limitation,
post-effective amendments and any amendment or amendments or
abbreviated registration statement increasing the amount of securities
for which registration is being sought) to this Registration Statement,
with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and
purposes as she might or could do if personally present, hereby
ratifying and confirming all that such attorney-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or
cause to be done.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 29th day of November, 1999.

/S/ SCOTT W. SCAMPINI
Name: Scott W. Scampini
Title: Executive Vice President, Secretary, and
Director

POWER OF ATTORNEY

Know All Men by These Presents:

WHEREAS, the undersigned is Vice President-Finance and a director
of the Registrant, as indicated below his signature; and

WHEREAS, the undersigned hereby constitutes and appoints Mark G.
Sellers and Scott W. Scampini, or either of them (with full power to
either of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf
to sign, execute and file this Registration Statement and any or all
amendments (including, without limitation, post-effective amendments
and any amendment or amendments or abbreviated registration statement
increasing the amount of securities for which registration is being
sought) to this Registration Statement, with all exhibits and any and
all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority,
granting unto such attorney-in-fact and agents, and each of them, full
<PAGE>
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as she
might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact and agents, or any of them,
or their substitute or substitutes, may lawfully do or cause to be
done.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 29th day of November, 1999.

/S/ BRUCE L. SCHNEIDER
Name: Bruce L. Schneider
Title: Vice President-Finance and Director

POWER OF ATTORNEY

Know All Men by These Presents:

WHEREAS, Plastics Mfg. Company, a Wisconsin corporation
(hereinafter referred to as the "Registrant"), proposes to file
with the Securities and Exchange Commission, under the provisions
of the Securities Act of 1933, as amended, a registration statement on
Form S-1 with respect to shares of common stock of the Registrant (the
"Registration Statement");

WHEREAS, the undersigned is Vice President-Sales and a director of
the Registrant, as indicated below his signature; and

WHEREAS, the undersigned hereby constitutes and appoints Mark G.
Sellers and Scott W. Scampini, or either of them (with full power to
either of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf to
sign, execute and file this Registration Statement and any or all
amendments (including, without limitation, post-effective amendments
and any amendment or amendments or abbreviated registration statement
increasing the amount of securities for which registration is being
sought) to this Registration Statement, with all exhibits and any and
all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority,
granting unto such attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as she
might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact and agents, or any of them,
or their substitute or substitutes, may lawfully do or cause to be
done.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 29th day of November, 1999.

/S/ RUDI PETROVIC
Name: Rudi Petrovic
Title: Vice President-Sales and Director

POWER OF ATTORNEY
<PAGE>
Know All Men by These Presents:

WHEREAS, the undersigned is a director of the Registrant, as
indicated below his signature; and

WHEREAS, the undersigned hereby constitutes and appoints Mark G.
Sellers and Scott W. Scampini, or either of them (with full power to
either of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf
to sign, execute and file this Registration Statement and any or all
amendments (including, without limitation, post-effective amendments
and any amendment or amendments or abbreviated registration statement
increasing the amount of securities for which registration is being
sought) to this Registration Statement, with all exhibits and any and
all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority,
granting unto such attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as she
might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact and agents, or any of them,
or their substitute or substitutes, may lawfully do or cause to be
done.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 29th day of November, 1999.

/S/ JEFFREY A. KOLBOW
Name: Jeffrey A. Kolbow
Title: Director

Exhibit 99.1

FORM OF RESCISSION OFFER COVER LETTER

Plastics Mfg. Company
W190 N11701 Moldmakers Way
Germantown, WI 53022-8214

__________ ___, 1999

[Name of State] Purchasers of PMC Common Stock

Re: Common Stock Repurchase Offer

Dear __________________:

On ___________, 1999, you purchased ________ shares of our common
stock from the Company and/or certain affiliated companies at a price
of $___ per share. These shares were not registered with the U.S.
Securities and Exchange Commission or the [name of state securities
administrator] before being offered and sold to you and other investors.
The registration requirements of federal and state laws are intended to,
among other things, make certain that you have adequate information
about the Company in making an investment decision.

The sale of stock without such registration, or an exemption from
registration, may be a violation of the federal Securities Act of 1933,
the [state securities law], and the law of each other state in which
shares were sold. As a recent purchaser of our stock, you may have the
right under the Securities Act of 1933 to recover the amount you paid
for the stock, plus interest from the date of your purchase. Under
[state] law, you may also be able to sue to recover the price paid for
our stock, together with interest at the legal rate provided under state
law (__%), calculated from the date you purchased the common stock, as
well as reasonable attorneys fees. In order to exercise your rights
under federal or [state] law to rescind your purchase and receive the
amount paid by you for our stock, plus interest, you must return the
stock to us. As a general rule, you have one year from the date of
purchase under federal law to make such a demand and [XXX] years under
[state] law.

We recently filed a registration statement with the Securities and
Exchange Commission. By the terms of the accompanying prospectus, we
are offering to repurchase the shares of our stock which you purchased
on ____________, 1999. You may elect to accept this repurchase offer
at any time on or before _________________, 1999 (but in any event, not
more than 30 days after the date of your receipt of this letter).

This letter and the enclosed prospectus which forms a part of our
registration statement are intended to provide you with the information
you should know before you decide to accept or reject our offer to
repurchase your shares. Please read it carefully before you make a
<PAGE>
decision regarding our offer to repurchase your shares. We are offering
to sell our shares to new investors at a price of $12 per share, but you
should read the prospectus to make your own determination about the
business, financial condition and prospects of the Company. If you
choose not to accept our offer, your shares will be automatically
considered to be registered under the Securities Act without any further
action on your part.

Federal securities laws do not expressly provide that our offer to
refund your purchase price, plus interest, will terminate your rights to
return your shares in accordance with the provisions of the Securities
Act. However, we have been advised by our legal counsel that if you
accept our offer, you will have received the full amount of any damages
you could claim under the Securities Act for the sale of unregistered
shares.

Under the [state securities law], you may not sue to recover the
consideration paid, plus interest at the legal rate, if we have made a
repurchase offer and you have failed to accept it. Therefore, we have
been advised by our legal counsel that by making this offer, you will
no longer have the right under [state] law to sue us or any of our
directors, officers, or affiliates because we failed to register the
shares before you purchased them.

If we are sued by any shareholder who does not accept our repurchase
offer, we intend to assert, among other defenses, that the shareholder
is estopped or otherwise precluded from asserting such claim against us.

YOU ARE NOT REQUIRED TO ACCEPT THIS REPURCHASE OFFER. If you wish
to accept this repurchase offer, you must:

(1) check the "ACCEPT" box, sign, and return the enclosed
Rescission Offer Acceptance Form to my attention on or before
___________, 1999; and

(2) include all stock certificates representing the shares of stock
purchased by you on __________ and the shares issued to you as
a result of the stock split paid on September 30, 1999. Our
records indicate that these shares are represented by stock
certificate numbers __________ and _________.

After we receive your signed Rescission Offer Acceptance Form and
your stock certificate(s), we will pay you $________ per share, plus
interest at the legal rate of [_%] from ___________, 1999.

If you do not return the signed Rescission Offer Acceptance Form
within the time specified above, you will be considered as having failed
to accept our offer and your rights under [state] law will terminate.

I would be happy to answer any questions you might have concerning
this offer. Please telephone me at your convenience if I may be of
assistance.

Sincerely,

Mark G. Sellers
President
<PAGE>
PLASTICS MFG. COMPANY

RESCISSION OFFER ACCEPTANCE FORM

The undersigned ______________________________________________, has
received the Company's prospectus dated ___________, 19___ and letter
dated __________, 19__ which describes the Company's offer to repurchase
____________ shares of Company stock. I (we) hereby:

<square> ACCEPT the Company's offer to repurchase my (our) shares of
common stock.

DATE AND SIGN THIS FORM AND RETURN IT AND YOUR STOCK
CERTIFICATES TO THE COMPANY IN THE ENCLOSED ENVELOPE
(OR OTHERWISE) TO THE COMPANY. THE COMPANY MUST RECEIVE
YOUR PROPERLY COMPLETED FORM AND STOCK CERTIFICATES ON OR
BEFORE ______________ IF YOU WISH TO ACCEPT THIS OFFER.

PLEASE READ THE INSTRUCTIONS CAREFULLY. THEY CONTAIN IMPORTANT
TAX INFORMATION AND DIRECTIONS CONCERNING THE STEPS YOU MUST
TAKE IN ORDER TO PROPERLY RETURN YOUR STOCK CERTIFICATES.

FAILURE TO ACCEPT THIS OFFER WITHIN THE TIME PERIOD DESCRIBED
IN THE PRECEDING PARAGRAPH WILL RESULT IN THE STATUTORY WAIVER
OF YOUR RIGHT UNDER [STATE] LAW TO HAVE THE COMPANY REPURCHASE
YOUR PLASTICS MFG. COMPANY COMMON STOCK DESCRIBED IN THE
ACCOMPANYING LETTER.

Date: _________________________, 1999

By:________________________________ By:________________________________
(Signature) (Signature)

_______________________________________________________

_______________________________________________________
(Please Print Name(s) as Printed on your Certificate)

INSTRUCTIONS

The Acceptance Form must be completed in order for the registered holder
of Plastics Mfg. Company (the "Company") common stock to receive a
refund of his or her purchase price, plus accrued interest.

1. EXECUTION AND DELIVERY. All certificates must be accompanied
by a completed and signed Rescission Offer Acceptance Form. You may
choose any method you like to deliver these documents, however, you
assume all risks of non-delivery. Delivery shall be effected, and risk
of loss and title to the certificates transmitted shall pass, only upon
proper delivery of the certificates to the Company. Accordingly, it is
recommended that certificates be sent by Registered Mail, properly
insured, or by overnight courier. Your completed Rescission Offer
<PAGE>
Acceptance Form and stock certificates must be mailed or delivered to
the Company on or before __________, 1999.

2. SIGNATURES. You must sign the Rescission Offer Acceptance
Form exactly the way your name appears on the face of your
certificate(s). If the shares are owned by two or more persons, each
must sign exactly as his or her name appears on the face of the
certificate(s).

If the Rescission Offer Acceptance Form is signed by anyone who does
not appear as the registered owner of the certificates listed, the
certificates must be endorsed or accompanied by appropriate stock powers
which are in either case signed by the registered owner(s) as the name(s)
that appear on the certificates.

If the Rescission Offer Acceptance Form is signed by a trustee,
executor, administrator, guardian, officer of a corporation,
attorney-in-fact, or by any others acting in a representative or
fiduciary capacity, the person signing, unless he is the registered
owner, must give such person's full title in such capacity and
appropriate evidence of authority to act in such capacity must be
forwarded to the Company with the Rescission Offer Acceptance Form.

3. ENDORSEMENT OF STOCK CERTIFICATE. You do not need to endorse
the certificate(s) submitted herewith. Checks will be issued in exactly
the name that appears on the stock certificates.

4. LOST CERTIFICATES. If any of your certificates have been
lost, stolen, or destroyed, you must notify the Company at the address
shown on the first page of the Rescission Offer Acceptance Form for
instructions as to what you should do. Your Rescission Offer Acceptance
Form cannot be processed until the missing certificates have been
replaced. Since replacement of missing certificates normally takes some
time, you should act promptly to replace any missing certificates.

5. SUBSTITUTE FORM W-9. All holders of shares of common stock
who accept the Company repurchase offer are required to provide the
Company with a correct Taxpayer Identification Number (TIN) on
Substitute Form W-9 if they have not previously provided this
information. Failure to provide the information on the form will
subject the holder to 31% Federal income tax withholding.

6. QUESTIONS AND REQUESTS FOR INFORMATION OR ASSISTANCE. If you
have any questions or need assistance relating to the Rescission Offer
Acceptance Form please contact the Company (telephone: (262) 250-3720).
You may obtain additional copies of the Rescission Offer Acceptance Form
by calling the Company or writing to the Company at the address set
forth on the Rescission Offer Acceptance Form.

SUBSTITUTE FORM W-9
[TO BE COMPLETED BY ALL SHAREHOLDERS WHO ACCEPT THE COMPANY'S REPURCHASE
OFFER AND HAVE NOT PREVIOUSLY PROVIDED THE COMPANY WITH THE APPLICABLE
TAX WITHHOLDING INFORMATION. IF YOU DO NOT ACCEPT THE COMPANY OFFER TO
REPURCHASE YOUR SHARES, YOU ARE NOT REQUIRED TO COMPLETE OR RETURN THIS
FORM AT THIS TIME.]

(see Instruction 5)
<PAGE>
Internal Revenue Service, Department of the Treasury
Payer's request for Taxpayer Identification Number ("TIN")

PART 1 - Please provide your correct TIN below and certify by signing
and dating below:

______________________________________________
Social Security Number or Employer ID Number

PART 2 - Certification - Under penalties of perjury, I certify that:

(1) the number shown on this form is my Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and

(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding
as a result of failure to report all income or dividends, or (c) the
IRS has notified me that I am no longer subject to backup
withholding.

Certification Instructions: You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to
backup withholding for any unreported interest or dividends on your
tax return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification
from the IRS that you are no longer subject to backup withholding,
do not cross out such item (2).

SIGNATURE:________________________________ DATE:_________________, 199_

PRINT NAME:____________________________________________________________

PART 3 - Awaiting TIN

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office, or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable
payments made to me thereafter will be withheld, but that such amounts>
will be refunded to me if I then provide a Taxpayer Identification
Number within sixty (60) days.

SIGNATURE:________________________________ DATE:________________, 199_

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM WILL RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS
EXCHANGE.

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 84,813
<SECURITIES> 0
<RECEIVABLES> 2,167,918
<ALLOWANCES> 0
<INVENTORY> 1,073,435
<CURRENT-ASSETS> 4,287,851
<PP&E> 1,370,987
<DEPRECIATION> (134,756)
<TOTAL-ASSETS> 8,462,681
<CURRENT-LIABILITIES> 4,018,411
<BONDS> 0
<COMMON> 6,520,028
0
0
<OTHER-SE> (784,228)
<TOTAL-LIABILITY-AND-EQUITY> 4,444,270
<SALES> 7,465,382
<TOTAL-REVENUES> 7,512,891
<CGS> 7,632,398
<TOTAL-COSTS> 8,407,502
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,872
<INCOME-PRETAX> (916,488)
<INCOME-TAX> 367,910
<INCOME-CONTINUING> (548,573)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 164,414
<NET-INCOME> (712,987)
<EPS-BASIC> (.19)
<EPS-DILUTED> (.19)

</TABLE>