QUIP Quipp (MM)

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CUSIP NO. 748802105 13D Page 2 of 27
--------------------- ---------------------

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 JDL Capital, LLC

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 AF

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 142,000
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 142,000

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 142,000

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 9.6%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 OO

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 3 of 27
--------------------- ---------------------


--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 JDL Partners, LP

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 WC

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 142,000
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 142,000

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 142,000

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 9.6%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 PN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 4 of 27
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--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 John D. Lori

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 AF

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 United States

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 142,000
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 142,000

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 142,000

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 9.6%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 5 of 27
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--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 David S. Dillmeier

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 OO

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 United States

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 0

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 0

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 0%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 6 of 27
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--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 Mark A. Goodman

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 OO

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 United States

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 0

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 0

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 0%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 7 of 27
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--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 Sean McCarthy

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 OO

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 United States

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 0

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 0

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 0%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 8 of 27
--------------------- ---------------------


--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 Edward McCoyd

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 OO

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 United States

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 0

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 0

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 0%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 748802105 13D Page 9 of 27
--------------------- ---------------------


--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 Michael McGee

--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]

--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
 OO

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 ITEM 2(d) or 2(e)
 [ ]

--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 United States

--------------------------------------------------------------------------------
 7. SOLE VOTING POWER
 0

NUMBER OF ------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
 ------------------------------------------------------------------
 10. SHARED DISPOSITIVE POWER
 0

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 0

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
 CERTAIN SHARES*

--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 0%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

 Aggregate Number of Number of Approximate Percentage*
 Number of Shares Shares: Sole Shares: Shared
Filing Party Power to Vote or Power to Vote
 Dispose or Dispose
-------------------------------------------------------------------------------------------------

JDL Partners 142,000 0 142,000 9.61%
JDL Capital (1) 142,000 0 142,000 9.61%
John D. Lori (1) 142,000 0 142,000 9.61%
David S. Dillmeier 0 0 0 0%
Mark A. Goodman 0 0 0 0%
Sean McCarthy 0 0 0 0%
Edward McCoyd 0 0 0 0%
Michael McGee 0 0 0 0%
-------------------------------------------------------------------------------------------------

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CUSIP NO. 748802105 13D Page 11 of 27
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extent of any pecuniary interest therein.

 (c) Since the most recent filing on Schedule 13D on October 23, 2006, the
Filing Parties effected no transactions in shares of Common Stock.

 (d) No person other than the Filing Parties is known to have the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such shares of Common Stock.

Item 6 is hereby amended to add the following:

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
 SECURITIES OF THE ISSUER.

 On March 26, 2008, JDL Partners, LP, ITW, Merger Sub and the other parties
thereto entered into the Support Agreement described in Item 4 above.

Item 7 is hereby amended to add the following:

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 The following document(s) is (are) filed herewith:

 (i) Support Agreement dated as of March 26, 2008, by and among Illinois
Tool Works Inc., Headliner Acquisition Corporation, a wholly-owned subsidiary of
ITW, JDL Partners, LP and certain other shareholders of the Issuer.

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CUSIP NO. 748802105 13D Page 12 of 27
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 SIGNATURE

 After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

April 7, 2008


 JDL PARTNERS, LP

 By: JDL Capital, LLC,
 General Partner


 By: /s/ John D. Lori
 ----------------------------------------
 John D. Lori, Managing Member


 JDL CAPITAL, LLC


 By: /s/ John D. Lori
 ----------------------------------------
 John D. Lori, Managing Member


 /s/ John D. Lori
 ----------------------------------------
 John D. Lori


 /s/ John D. Lori
 ----------------------------------------
 John D. Lori
 as Attorney in Fact for each of
 David S. Dillmeier, Mark A. Goodman,
 Sean McCarthy, Edward McCoyd and
 Michael McGee

Exhibit Page
 (a) Joint Filing Agreement dated as of June Previously filed
27, 2005 by and among JDL Partners, LP, JDL
Capital, LLC and John D. Lori.

 (b) Letter dated June 27, 2005 from JDL Previously filed
Partners, LP to Quipp, Inc.

 (c) Letter dated July 25, 2005 from JDL Previously filed
Partners, LP to Ms. Cristina H. Kepner, Chairman of
the Board of Directors of Quipp, Inc.

 (d) Letter dated September 8, 2005 from Previously filed
JDL Partners, LP to Ms. Cristina H. Kepner,
Chairman of the Board of Directors of Quipp, Inc.

 (e) Letter dated December 13, 2005 from Previously filed
JDL Partners, LP to Ms. Cristina H. Kepner,
Chairman of the Board of Directors of Quipp, Inc.

 (f) Nomination Letter dated December 13, Previously filed
2005 from JDL Partners, LP to the Corporate
Secretary of Quipp, Inc., including the forms of
Indemnity Agreement and Power of Attorney of each
Nominee, the Consent to serve as a Director of the
Issuer of each Nominee and the Filing Agreement.

 (g) Power of Attorney of each of Messrs. Previously filed
David S. Dillmeier, Mark A. Goodman, Sean
McCarthy, Edward McCoyd and Michael McGee

 (h) Standstill Agreement dated as of Previously filed
October 19, 2006, by and among Quipp, Inc., JDL
Capital, LLC, JDL Partners, LP, John D. Lori, David
S. Dillmeier, Mark A. Goodman, Sean McCarthy,
Edward McCoyd and Michael McGee.

 (i) Support Agreement dated as of March 26, Page 14
2008, by and among Illinois Tool Works Inc.,
Headliner Acquisition Corporation, a wholly-owned
subsidiary of ITW, JDL Partners, LP and certain
other shareholders of the Issuer.

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 14 of 27
--------------------- ---------------------


 Execution Copy

 SUPPORT AGREEMENT

 This Support Agreement (this "Agreement") is dated as of March 26, 2008, by
 ---------
and among Headliner Acquisition Corporation, a Florida corporation ("MergerCo"),
 --------
Illinois Tool Works Inc., a Delaware corporation ("Parent", and together with
 ------
MergerCo, the "Purchaser Parties"), and the Persons executing this Agreement as
 -----------------
"Shareholders" on the signature page hereto (each a "Shareholder" and
 ------------ -----------
collectively the "Shareholders").
 ------------

 RECITALS

 WHEREAS, the Purchaser Parties and Quipp, Inc., a Florida corporation (the
"Company"), have entered into an Agreement and Plan of Merger, as it may be
 -------
amended, supplemented, modified or waived from time to time (the "Merger
 ------
Agreement"), which provides, among other things, for the merger of MergerCo with
---------
and into the Company, upon the terms and subject to the conditions set forth
therein (the "Merger");
 ------

 WHEREAS, each Shareholder is the record or Beneficial Owner of that number
of Shares set forth next to such Shareholder's name on Schedule A hereto, and
 ----------
(except as otherwise set forth on Schedule A hereto) has the sole right to vote
 ----------
and dispose of such Shares; and

 WHEREAS, as an inducement to the Purchaser Parties entering into the Merger
Agreement and incurring the obligations therein, the Purchaser Parties have
required that each Shareholder enter into this Agreement.

 NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

 I. CERTAIN DEFINITIONS

 Section 1.1 Capitalized Terms. Capitalized terms used in this
 ------------------
Agreement and not defined herein have the meanings ascribed to such terms in the
Merger Agreement.

 Section 1.2 Other Definitions. For the purposes of this Agreement:
 ------------------

 (a) "Beneficial Owner" or "Beneficial Ownership" with respect to any
 ----------------- --------------------
 securities means having "beneficial ownership" of such securities (as
 determined pursuant to Rule 13d-3 under the Exchange Act).

 (b) "Expiration Time" has the meaning set forth in Section 2.1.
 ----------------

 (c) "Legal Actions" means any claims, actions, suits, demand letters,
 -------------
 judicial, administrative or regulatory proceedings, or hearings,notices of
 violation, or investigations.

 (d) "Owned Shares" has the meaning set forth in Section 2.1.
 -------------

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CUSIP NO. 748802105 13D Page 15 of 27
--------------------- ---------------------


 (e) "Permits" means all authorizations, licenses, consents,
 -------
 certificates, registrations, approvals, orders and other permits of any
 Governmental Entity.

 (f) "Shares" has the meaning ascribed thereto in the Merger Agreement,
 ------
 and will also include for purposes of this Agreement all shares or other
 voting securities into which Shares may be reclassified, sub-divided,
 consolidated or converted and any rights and benefits arising therefrom,
 including any dividends or distributions of securities which may be
 declared in respect of the Shares and entitled to vote in respect of the
 matters contemplated by Article II.
 -----------

 (g) "Transfer" means, with respect to a security, the sale, grant,
 --------
 assignment, transfer, pledge, encumbrance, hypothecation or other
 disposition of such security or the Beneficial Ownership thereof (including
 by operation of Law), or the entry into any Contract to effect any of the
 foregoing, including, for purposes of this Agreement, the transfer or
 sharing of any voting power of such security or other rights in or of such
 security, the granting of any proxy with respect to such security,
 depositing such security into a voting trust or entering into a voting
 agreement with respect to such security.

 II. AGREEMENT TO VOTE

 Section 2.1 Agreement to Vote. Subject to the terms and conditions
 -------------------
hereof, each Shareholder irrevocably and unconditionally agrees that from and
after the date hereof and until the earliest to occur of (i) the Effective Time;
(ii) the termination of the Merger Agreement in accordance with its terms; and
(iii) the written agreement of the Purchaser Parties to terminate this Agreement
(such earliest occurrence being the "Expiration Time"), at any meeting (whether
 ---------------
annual or special, and at each adjourned or postponed meeting) of the Company's
shareholders, however called, or in any other circumstances (including any
action sought by written consent) upon which a vote or other consent or approval
is sought (any such meeting or other circumstance, a "Shareholder Meeting"),
 -------------------
each Shareholder will (y) appear, unless otherwise expressly consented to in
writing by the Purchaser Parties, in their sole and absolute discretion, at such
a meeting, or otherwise cause his or her Owned Shares to be counted as present
thereat, for purposes of calculating a quorum and respond to any request by the
Company for written consent, if any, and (z) vote, or cause to be voted
(including by written consent, if applicable) all of the Shares Beneficially
Owned by such Shareholder as of the relevant time (collectively, the "Owned
 -----
Shares"):
------

 (A) in favor of the approval of the Merger Agreement (whether or not
 recommended by the Company Board or any committee thereof) and the approval
 of the transactions contemplated thereby, including the Merger;

 (B) in favor of the approval of any other matter to be approved by the
 shareholders of the Company to facilitate the transactions contemplated by
 the Merger Agreement, including the Merger;

 (C) against any Takeover Proposal or any transaction contemplated by
 such Takeover Proposal;

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 16 of 27
--------------------- ---------------------


 (D) against any proposal made in opposition to, or in competition or
 inconsistent with, the Merger or the Merger Agreement, including the
 adoption thereof or the consummation thereof;

 (E) against any extraordinary dividend, distribution or
 recapitalization by the Company or change in the capital structure of the
 Company (other than pursuant to or as explicitly permitted by the Merger
 Agreement); and

 (F) against any action or agreement that would reasonably be expected
 to prevent or delay the Merger or result in any condition to the
 consummation of the Merger set forth in Article VI of the Merger Agreement
 ----------
 not being fulfilled.

 Section 2.2 Additional Shares. Each Shareholder hereby agrees, while
 ------------------
this Agreement is in effect, promptly to notify the Purchaser Parties of the
number of any new Shares or Company Stock Rights with respect to which
Beneficial Ownership is acquired by such Shareholder, if any, after the date
hereof and before the Expiration Time. Any such Shares and Company Stock Rights
shall automatically become subject to the terms of this Agreement as Owned
Shares as though owned by such Shareholder as of the date hereof.


 Section 2.3 Restrictions on Transfer, Etc. Except as expressly provided for
 -----------------------------
herein, or in the Merger Agreement, each Shareholder agrees, from the date
hereof until the Expiration Time, not to (i) directly or indirectly Transfer or
offer to Transfer any Owned Shares or Company Stock Rights; (ii) tender any
Owned Shares or Company Stock Rights into any tender or exchange offer or
otherwise; or (iii) otherwise restrict the ability of such Shareholder freely to
exercise all voting rights with respect thereto. Any action attempted to be
taken in violation of the preceding sentence will be null and void. Each
Shareholder acknowledges and agrees that the intent of the foregoing sentences
is to ensure that Parent retains the right under Section 2.4 to vote the Owned
 -----------
Shares and Company Stock Rights in accordance with the terms of Section 2.4.
 -----------
Notwithstanding the foregoing, each Shareholder may make transfers of Owned
Shares for estate planning or similar purposes so long as such Shareholder
retains control over the voting and disposition of such Owned Shares and agrees
in writing prior to such transfer to continue to vote such Owned Shares in
accordance with this Agreement. Each Shareholder further agrees to authorize,
and hereby authorizes, the Purchaser Parties and the Company to notify the
Company's transfer agent that there is a stop transfer order with respect to all
of the Owned Shares and that this Agreement places limits on the transfer of the
Owned Shares.


 Section 2.4 Proxy. Each Shareholder hereby revokes any and all previous
 -----
proxies granted with respect to its Owned Shares. By entering into this
Agreement, each Shareholder hereby grants a proxy appointing Parent, with full
power of substitution, as such Shareholder's attorney-in-fact and proxy, for and
in such Shareholder's name, to be counted as present and to vote (including by
written consent, if applicable) or otherwise to act on behalf of the Shareholder
with respect to the Shareholder's Owned Shares, solely with respect to the
matters set forth in, and in the manner contemplated by, Section 2.1 as such
 -----------
proxy or its substitutes shall, in Parent's sole and absolute discretion, deem
proper with respect to such Owned Shares. The proxy granted by each Shareholder
pursuant to this Section 2.4 is, subject to the penultimate sentence of this
 ------------
Section 2.4, irrevocable and is coupled with an interest, in accordance with
------------
Section 607.0722(2)(b)(5) of the Florida Business Corporation Act and is granted
in order to secure such

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 17 of 27
--------------------- ---------------------


Shareholder's performance under this Agreement and also in consideration of the
Purchaser Parties entering into this Agreement and the Merger Agreement. If any
Shareholder fails for any reason to be counted as present or to vote (including
by written consent, if applicable) such Shareholder's Owned Shares in accordance
with the requirements of Section 2.1 above (or anticipatorily breaches such
 ------------
Section), then the Parent shall have the right to cause to be present or vote
such Shareholder's Owned Shares in accordance with the provisions of Section
 -------
2.1. The proxy granted by each Shareholder shall be automatically revoked upon
---
termination of this Agreement in accordance with its terms. Each Shareholder
agrees, from the date hereof until the Expiration Time, not to attempt to
revoke, frustrate the exercise of, or challenge the validity of, the irrevocable
proxy granted pursuant to this Section 2.4.
 ------------

 III. REPRESENTATIONS AND WARRANTIES

 Section 3.1 Representations and Warranties of Shareholders. Each
 --------------------------------------------------
Shareholder, severally and not jointly, represents and warrants to the Purchaser
Parties as of the date of this Agreement and at all times during the term of
this Agreement, as follows:

 (a) Such Shareholder has the requisite capacity and authority to
 execute and deliver this Agreement and to fulfill and perform such
 Shareholder's obligations hereunder. This Agreement has been duly and
 validly executed and delivered by such Shareholder and constitutes a legal,
 valid and binding agreement of such Shareholder enforceable by the
 Purchaser Parties against such Shareholder in accordance with its terms.

 (b) The number of Shares constituting Owned Shares of such Shareholder
 as of the date hereof, and the number of votes which the holder of such
 Shares shall be entitled to cast in respect of any matter as to which
 holders of Shares are entitled to cast votes, are set forth next to such
 Shareholder's name on Schedule A of this Agreement. Such Shareholder is the
 ----------
 record and Beneficial Owner of, and has good, valid and marketable title,
 free and clear of any Liens (other than those arising under this Agreement)
 to, the Owned Shares, and, except as provided in this Agreement and subject
 to the provisions of the Securities Act of 1933, as amended, has full and
 unrestricted power to dispose of and vote all of such Shareholder's Owned
 Shares without the consent or approval of, or any other action on the part
 of, any other Person, and has not granted any proxy inconsistent with this
 Agreement that is still effective or entered into any voting or similar
 agreement with respect to, such Shareholder's Owned Shares. The Owned
 Shares set forth next to such Shareholder's name on Schedule A hereto
 ----------
 constitute all of the capital stock of the Company that is Beneficially
 Owned by such Shareholder as of the date hereof, and, except for such
 Shareholder's Owned Shares, such Shareholder and such Shareholder's
 Affiliates do not Beneficially Own or have any right to acquire (whether
 currently, upon lapse of time, following the satisfaction of any
 conditions, upon the occurrence of any event or any combination of the
 foregoing) any Shares or any securities convertible into Shares (including
 Company Stock Rights).

 (c) Other than the filing by a Shareholder of any reports with the SEC
 required by Sections 13(d) or 16(a) of the Exchange Act, none of the
 execution and delivery of this Agreement by a Shareholder, the consummation
 by a Shareholder of the

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 18 of 27
--------------------- ---------------------


 actions contemplated hereby or compliance by a Shareholder with any of the
 provisions hereof (i) requires any consent or other Permit of, or filing
 with or notification to, any Governmental Entity or any other Person by
 such Shareholder, (ii) results in a violation or breach of, or constitutes
 (with or without notice or lapse of time or both) a default (or gives rise
 to any third party right of termination, cancellation, modification or
 acceleration) under any of the terms, conditions or provisions of any
 Contract to which such Shareholder is a party or by which such Shareholder
 or any of such Shareholder's properties or assets (including such
 Shareholder's Owned Shares) may be bound, (iii) violates any Order or Law
 applicable to such Shareholder or any of such Shareholder's properties or
 assets (including such Shareholder's Owned Shares), or (iv) results in a
 Lien upon any of such Shareholder's properties or assets (including such
 Shareholder's Owned Shares).

 (d) Such Shareholder has reviewed the Merger Agreement and has had the
 opportunity to ask questions and receive answers concerning (i) the terms
 and conditions of this Agreement and (ii) the terms and conditions of the
 transactions contemplated by the Merger Agreement, including the Merger,
 has had full access to such other information concerning this Agreement,
 the Merger Agreement and the Merger as the Shareholder has requested, and
 has had the opportunity to consult with the Shareholder's legal and
 financial advisors regarding this Agreement, the Merger Agreement and the
 Merger and the Shareholder's obligations hereunder.

 IV. ADDITIONAL COVENANTS OF THE SHAREHOLDERS

 Section 4.1 Waiver of Appraisal Rights. Each Shareholder hereby waives any
 --------------------------
rights of appraisal (including, without limitation, under Section 607 of the
Florida Business Corporation Act) or rights of dissent from the Merger that such
Shareholder may have.

 Section 4.2 Disclosure. Each Shareholder, severally and not jointly, hereby
 ----------
authorizes the Purchaser Parties and the Company to publish and disclose in any
announcement or in any disclosure required by the SEC or other Governmental
Entity such Shareholder's identity and ownership of the Owned Shares and the
nature of such Shareholder's obligation under this Agreement.

 Section 4.3 Non-Interference; Further Assurances. Each Shareholder agrees
 ------------------------------------
that, prior to the termination of this Agreement, such Shareholder shall not
take any action that would make any representation or warranty of such
Shareholder contained herein untrue or incorrect or have the effect of
preventing, impeding, interfering with or adversely affecting the performance by
such Shareholder of his or her obligations under this Agreement. Each
Shareholder agrees, without further consideration, to execute and deliver such
additional documents and to take such further actions as necessary or reasonably
requested by the Purchaser Parties to confirm and assure the rights and
obligations set forth in this Agreement or to consummate the actions
contemplated by this Agreement.

 Section 4.4 No Solicitation. Subject to Section 6.18:
 ---------------- -------------

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 19 of 27
--------------------- ---------------------


 (a) each Shareholder agrees that he or she shall not, directly or
 indirectly, (i) initiate, solicit or encourage (including by way of
 providing information) or facilitate any inquiries, proposals or offers
 with respect to, or the making, or the completion of, a Takeover Proposal,
 (ii) participate or engage in any discussions or negotiations with, or
 furnish or disclose any non-public information relating to the Company or
 any of its Subsidiaries to, or otherwise cooperate with or assist, any
 Person in connection with a Takeover Proposal, (iii) approve, endorse or
 recommend any Takeover Proposal, (iv) enter into any letter of intent,
 agreement in principle, merger agreement, acquisition agreement, option
 agreement or other agreement or arrangement relating to a Takeover
 Proposal, or (v) resolve, propose or agree to do any of the foregoing; and

 (b) if, prior to the Expiration Time, a Shareholder receives a
 proposal with respect to the sale of Shares in connection with an Takeover
 Proposal, then such Shareholder shall notify the Purchaser Parties promptly
 (and in any event within one Business Day) upon receipt of (i) any Takeover
 Proposal, (ii) any request for non-public information relating to the
 Company or any of its Subsidiaries other than requests for information in
 the ordinary course of business and unrelated to a Takeover Proposal, or
 (iii) any inquiry or request for discussions or negotiations regarding any
 Takeover Proposal, including in each case the identity of such Person and a
 copy of such Takeover Proposal, indication, inquiry or request (or, where
 no such copy is available, a written description of the material terms and
 conditions of such Takeover Proposal, indication, inquiry or request),
 including any material modifications thereto.

 For the avoidance of doubt, the fact that the Company Board (or any
 committee thereof) shall determine that a Takeover Proposal is a Superior
 Proposal shall in no way affect or limit the obligations of any of the
 Shareholders, in their capacity as such, under this Agreement, including
 Section 2.1 and this Section 4.4.
 ------------ ------------

 V. TERMINATION

 Section 5.1 Termination. This Agreement shall terminate without
 -----------
further action at the Expiration Time.


 Section 5.2 Effect of Termination. Upon termination of this Agreement, the
 ---------------------
rights and obligations of all the parties will terminate and become void without
further action by any party except for the provisions of Section 5.1, this
 -----------
Section 5.2 and Article VI, which will survive such termination. For the
------------ -----------
avoidance of doubt, the termination of this Agreement shall not relieve any
party of liability for any willful breach of this Agreement prior to the time of
termination.

 VI. GENERAL

 Section 6.1 Notices. Any notice, request, instruction or other
 -------
communication under this Agreement will be in writing and delivered by hand or
overnight courier service or by facsimile:

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 20 of 27
--------------------- ---------------------


 If to the Purchaser Parties, to:

 Illinois Tool Works Inc.
 3600 West Lake Avenue
 Glenview, Illinois 60026
 Facsimile: (847) 657-4329
 Attention: General Counsel

 with copies (which will not constitute notice to Parent or MergerCo) to:

 Katten Muchin Rosenman LLP
 525 West Monroe Street, Suite 1900
 Chicago, Illinois 60661
 Facsimile: (312) 577-8755
 Attention: Maryann A. Waryjas, Esq.

 If to a Shareholder, to:

 The respective address or facsimile number set forth on Schedule A attached
 ----------
hereto,

or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such communication will be effective (a) if delivered by hand or overnight
courier, when such delivery is made at the address specified in this Section
 -------
6.1, or (b) if delivered by facsimile, when such facsimile is transmitted to the
---
facsimile number specified in this Section 6.1 and appropriate confirmation is
 -----------
received.

 Section 6.2 Parties in Interest. Other than with respect to the
 ---------------------
parties to this Agreement, nothing in this Agreement, express or implied, is
intended to or shall confer upon any Person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

 Section 6.3 Governing Law. This Agreement shall be governed by, and
 --------------
construed in accordance with, the Laws of the State of Florida,
without giving effect to any applicable principles of conflict of laws that
would cause the Laws of another state otherwise to govern this Agreement.

 Section 6.4 Severability. The provisions of this Agreement are severable
 ------------
and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions of this Agreement. If any
provision of this Agreement, or the application of that provision to any Person
or any circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision will be substituted for that provision in order to carry out, so far
as may be valid and enforceable, the intent and purpose of the invalid or
unenforceable provision and (ii) the remainder of this Agreement and the
application of that provision to other Persons or circumstances will not be
affected by such invalidity or unenforceability, nor will such invalidity or
unenforceability affect the validity or enforceability of that provision, or the
application of that provision, in any other jurisdiction.

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 21 of 27
--------------------- ---------------------


 Section 6.5 Assignment. Neither this Agreement nor any right, interest
 ----------
or obligation hereunder may be assigned by any party hereto, in whole or part
(whether by operation of Law or otherwise), without the prior written consent of
the other parties hereto and any attempt to do so shall be null and void, except
that each of the Purchaser Parties may assign its rights under this Agreement to
any Affiliate of such Purchaser Party to which such Purchaser Party assigns its
rights and obligations under the Merger Agreement in accordance with Section
 -------
8.11 of the Merger Agreement.
----


 Section 6.6 Successors and Assigns. This Agreement shall be binding upon
 -----------------------
and shall inure to the benefit of and be enforceable by the parties and their
respective successors and permitted assigns, including without limitation in the
case of each Shareholder, any trustee, executor, heir, legatee or personal
representative succeeding to the ownership of (or power to vote) such
Shareholder's Shares or other securities subject to this Agreement (including as
a result of the death, disability or incapacity of such Shareholder).


 Section 6.7 Interpretation. The headings in this Agreement are for
 --------------
reference only and do not affect the meaning or interpretation of this
Agreement. Definitions apply equally to both the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun includes the
corresponding masculine, feminine and neuter forms. All references in this
Agreement to Articles and Sections refer to Articles and Sections of this
Agreement unless the context requires otherwise. The words "include," "includes"
 ------- --------
and "including" are not limiting and will be deemed to be followed by the phrase
 ---------
"without limitation." The words "herein," "hereof," "hereunder" and words of
 ------------------- ------ ------ ---------
similar import shall be deemed to refer to this Agreement as a whole and not to
any particular provision of this Agreement. The word "or" shall be inclusive and
 --
not exclusive unless the context requires otherwise. Unless the context requires
otherwise, any agreements, documents, instruments or Laws defined or referred to
in this Agreement will be deemed to mean or refer to such agreements, documents,
instruments or Laws as from time to time amended, modified or supplemented,
including (a) in the case of agreements, documents or instruments, by waiver or
consent and (b) in the case of Laws, by succession of comparable successor
statutes. References herein to federal, state, local or other applicable Laws
refer to the laws of the United States and all other applicable jurisdictions.
All references in this Agreement to any particular Law will be deemed to refer
also to (i) any rules and regulations promulgated under that Law and (ii) any
comparable Law of any other jurisdiction addressing the same subject matter and
any rules and regulations promulgated under such comparable Law. References to a
Person also refer to its predecessors and successors and permitted assigns.

 Section 6.8 Amendments. This Agreement may not be amended except by the
 ----------
express written agreement signed by all of the parties to this Agreement.

 Section 6.9 Extension; Waiver. At any time prior to the Effective Time, the
 -----------------
Purchaser Parties, on the one hand, and the Shareholders, on the other hand, may
(i) extend the time for the performance of any of the obligations of the other
party, (ii) waive any inaccuracies in the representations and warranties of the
other party contained in this Agreement or in any document delivered under this
Agreement or (iii) waive compliance with any of the covenants or conditions
contained in this Agreement. Any agreement on the part of a party to any
extension or waiver will be valid only if set forth in an instrument in writing
signed by such party. The failure of any

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 22 of 27
--------------------- ---------------------


party to assert any of its rights under this Agreement or otherwise will not
constitute a waiver of such rights.

 Section 6.10 Fees and Expenses. Except as expressly provided in this
 ------------------
Agreement or the Merger Agreement, each party is responsible for its, his or her
own fees and expenses (including the fees and expenses of financial consultants,
investment bankers, accountants and legal counsel) in connection with the entry
into of this Agreement and the consummation of the actions contemplated hereby.

 Section 6.11 Entire Agreement. This Agreement (together with the Merger
 -----------------
Agreement) constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and
oral, among the parties to this Agreement with respect to the subject matter of
this Agreement.

 Section 6.12 No Strict Construction. The parties to this Agreement have
 ------------------------
been represented by counsel during the negotiation and execution of this
Agreement and waive the application of any Laws or rule of construction
providing that ambiguities in any agreement or other document will be construed
against the party drafting such agreement or other document.

 Section 6.13 Remedies Cumulative. Except as otherwise provided in this
 --------------------
Agreement, any and all remedies expressly conferred upon a party to this
Agreement will be cumulative with, and not exclusive of, any other remedy
contained in this Agreement, at law or in equity. The exercise by a party to
this Agreement of any one remedy will not preclude the exercise by it of any
other remedy.

 Section 6.14 Counterparts; Effectiveness. This Agreement may be executed in
 ---------------------------
two or more identical counterparts, all of which shall be considered one and the
same agreement. This Agreement will become effective and binding upon each
Shareholder when executed by such Shareholder and the Purchaser Parties. In the
event that any signature to this Agreement or any amendment hereto is delivered
by facsimile transmission or by e-mail delivery of a ".pdf" format data file,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or ".pdf" signature page were an original
thereof. No party hereto shall raise the use of a facsimile machine or e-mail
delivery of a ".pdf" format data file to deliver a signature to this Agreement
or any amendment hereto or the fact that such signature was transmitted or
communicated through the use of a facsimile machine or e-mail delivery of a
".pdf" format data file as a defense to the formation or enforceability of a
contract and each party hereto forever waives any such defense.

 Section 6.15 Specific Performance. The parties to this Agreement agree that
 --------------------
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that prior to the termination of
this Agreement in accordance with Article V, the parties to this Agreement will
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any court of the United States or any state having jurisdiction, in each case
without the necessity of posting bond or other security or showing actual
damages, this being in addition to any other remedy to which they are entitled
at law or in equity.

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 23 of 27
--------------------- ---------------------


 Section 6.16 Submission to Jurisdiction. Each of the parties hereto
 ----------------------------
irrevocably agrees that any Legal Action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder, or for recognition
and enforcement of any judgment in respect of this Agreement and the rights and
obligations arising hereunder brought by the other party hereto or its
successors or assigns, shall be brought and determined exclusively in the state
or federal courts for the State of Delaware. Each of the parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself,
himself or herself and in respect of its, his or her property, generally and
unconditionally, to the personal jurisdiction of the aforesaid courts and agrees
that it, he or she will not bring any action relating to this Agreement or any
of the actions contemplated by this Agreement in any court or tribunal other
than the aforesaid courts. Each of the parties hereto hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense, counterclaim
or otherwise, in any action or proceeding with respect to this Agreement and the
rights and obligations arising hereunder or for recognition and enforcement of
any judgment in respect of this Agreement and the rights and obligations arising
hereunder, (a) any claim that it, he or she is not personally subject to the
jurisdiction of the above named courts for any reason other than the failure to
serve process in accordance with this Section 6.16, (b) any claim that it, he or
 ------------
she or its, his or her property is exempt or immune from jurisdiction of any
such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) and (c) to the fullest extent
permitted by the applicable Law, any claim that (i) the suit, action or
proceeding in such court is brought in an inconvenient forum, (ii) the venue of
such suit, action or proceeding is improper or (iii) this Agreement, or the
subject matter hereof, may not be enforced in or by such courts. Each of the
parties hereto agrees that delivery of process or other papers in connection
with any such action or proceeding in the manner provided in Section 6.1 or in
 -----------
such other manner as may be permitted by applicable Laws, will be valid and
sufficient service thereof.

 SECTION 6.17 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT
 --------------------
ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT, HE OR SHE MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY
AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.17.
 ----

 Section 6.18 Action in Shareholder Capacity Only. The parties acknowledge
 -----------------------------------
that this Agreement is entered into by each Shareholder in such Shareholder's
capacity as the Beneficial Owner of such Shareholder's Owned Shares and nothing
in this Agreement restricts or limits any action taken by such Shareholder
solely in his or her capacity as a director or officer of the Company (but not
on his or her own behalf as a shareholder) and the taking of any actions (or

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 24 of 27
--------------------- ---------------------


failure to act) solely in his or her capacity as an officer or director of the
Company will not be deemed to constitute a breach of this Agreement.

 Section 6.19 Shareholder Obligations Several and Not Joint. The
obligations of each Shareholder hereunder shall be several and not joint and no
Shareholder shall be liable for any breach of the terms of this Agreement by any
other Shareholder.

 Section 6.20 Additional Shareholders. Additional Shareholders shall become
 -----------------------
a party to this Agreement upon their execution of this Agreement. Any such
additional Shareholders who become parties to this Agreement shall not affect
the rights and obligations of any other party hereto.


 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
 SIGNATURE PAGES FOLLOW.]

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 25 of 27
--------------------- ---------------------


 Execution Copy

 SIGNATURE PAGE TO SUPPORT AGREEMENT

 IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed as of the date first above written.

 PURCHASER PARTIES:

 ILLINOIS TOOL WORKS INC.

 By:
 -------------------------------------
 Name:
 -----------------------------------
 Title:
 ----------------------------------


 HEADLINER ACQUISITION CORPORATION

 By:
 -------------------------------------
 Name:
 -----------------------------------
 Title:
 ----------------------------------


 SHAREHOLDERS:


 ----------------------------------------
 Michael S. Kady



 ----------------------------------------
 Cristina H. Kepner



 ----------------------------------------
 William A. Dambrackas



 ----------------------------------------
 Lawrence J. Gibson

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 26 of 27
--------------------- ---------------------


SIGNATURE PAGE TO SUPPORT AGREEMENT

 JDL PARTNERS, LP

 By: JDL CAPITAL, LLC,
 its General Partner

 -----------------------------------
 By: John D. Lori,
 its Managing Member


 ----------------------------------------
 Arthur J. Rawl



 ----------------------------------------
 Robert C. Strandberg

--------------------- ---------------------
CUSIP NO. 748802105 13D Page 27 of 27
--------------------- ---------------------


 SCHEDULE A
 BENEFICIAL OWNERSHIP OF SHARES

Name of Shareholder: Number of Shares:
--------------------- ------------------
Michael S. Kady 13,159.642
2674 Edgewater Drive
Weston, FL 33332
Facsimile: (305) 628-4402
Cristina H. Kepner 16,174
20 Shinnecock Road
P.O. Box 111
Quoque, NY 11959
Facsimile: (631) 653-5331
William A. Dambrackas --
Avocent
One Dambrackas Way
Sunrise, FL 33351-6709
Facsimile: (954) 377-7198
Lawrence J. Gibson --
P.O. Box 7033
Cumberland, RI 02864
Facsimile: (401) 334-1485
JDL Partners, LP 142,000
32 Whitehall Boulevard
Garden City, NY 11530
Attention: John D. Lori
Facsimile: (516) 873-6975
Arthur J. Rawl 100
72 Booth Avenue
Englewood, NJ 07631-1907
Facsimile: (201) 569-7661
Robert C. Strandberg --
9210 Bay Point Drive
Orlando, FL 32819
Cell Phone: (407) 761-3665