SECOND AMENDMENT TO WARRANT

         This  SECOND  AMENDMENT  TO  WARRANT  dated  as of  May 5,  1997  (this
"Amendment")  is by and between  BAGCRAFT  CORPORATION  OF  AMERICA,  a Delaware
corporation   ("Company"),   and  GENERAL  ELECTRIC  CAPITAL   CORPORATION  ("GE
Capital"), a New York corporation.

                                R E C I T A L S:

         WHEREAS, GE Capital is the holder of Warrant No. 2 issued by Company on
December  30,  1996 (as from time to time  amended,  restated,  supplemented  or
otherwise modified, the "Warrant");

                  WHEREAS,  GE Capital and Company  wish to amend the Warrant as
set forth herein; and

         NOW THEREFORE,  for and in  consideration of the terms set forth herein
and in the premises, the parties hereto agree as follows:

         1. Definitions. Except as otherwise set forth herein, all defined terms
herein shall have the respective  meanings  ascribed  thereto in the Warrant and
the Loan Agreement.

         2.  Amendment  to Warrant.  The Warrant is hereby  amended by replacing
subsection 14.1(b) thereof with the following text:

         "(b) Notwithstanding the provisions of Section 14.1(a), if, at any time
         during the period  between (A) the date on which any Holder  shall have
         exercised  its rights under Section 14.1 to cause Company to repurchase
         all or a portion of such Holder's Warrant through and including (B) May
         30,  1998,  Company  shall  consolidate  or merge with,  or sell all or
         substantially  all of its  property  and  assets to, any Person and the
         consideration  received by stockholders in connection with such merger,
         consolidation  or sale shall consist  solely of cash,  then such Holder
         shall  (whether or not such Holder  shall have  previously  surrendered
         such  Holder's  Warrant  for  repurchase  by Company  pursuant  to this
         Section 14) be entitled to receive,  on the date of such consolidation,
         merger or sale,  the higher of (i) the amount payable to such Holder as
         determined  pursuant to Section 14.1(a) and (ii) an amount equal to the
         amount of cash such Holder would have received upon such consolidation,
         merger or sale had such Holder's  Warrant (or the portion thereof being
         repurchased)  been fully exercised  immediately  prior thereto less the
         aggregate   Current   Warrant   Price  payable  at  the  time  of  such
         consolidation,  merger or sale for the purchase of the shares of Common
         Stock then  subject to such  Holder's  Warrant (or the portion  thereof
         being repurchased)."

         3.       Miscellaneous.  Upon the effectiveness of this Amendment:

                  (a)      as amended hereby, the  Warrant remains in full force
         and effect and is hereby

         ratified and confirmed;

                  (b) the  terms of this  Amendment  shall be  binding  upon and
         inure to the benefit of the  successors  of Company and the  successors
         and assigns of GE Capital and any Subsequent Holder;

                  (c) this  Amendment  shall be governed by the internal laws of
         the State of Illinois  without regard to conflicts of laws  provisions;

                  (d) this Amendment may be executed in counterparts  which when
         taken together shall be considered one and the same document.

                            [signature page follows]

         WHEREAS,  each of the undersigned  has caused this Second  Amendment to
Warrant  to be  executed  by its duly  authorized  officer  as of the date first
written above.

                                      BAGCRAFT CORPORATION OF AMERICA

                                      By: ___________________________________

                                      Title: _________________________________

                                      GENERAL ELECTRIC CAPITAL CORPORATION

                                      By: ___________________________________

                                      Title: _________________________________ 

Basic Info X:

Type: Second Amendment to Warrant
Date: May 8, 1997
State: Pennsylvania

Other info:


  • May 5 , 1997
  • December 30 , 1996
  • May 30 , 1998


  • the State of Illinois


  • Delaware
  • New York