<SUBMISSION>
<ACCESSION-NUMBER>0000927016-01-502386
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20010630
<FILING-DATE>20010813
<FILER>
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<CONFORMED-NAME>APPLIED EXTRUSION TECHNOLOGIES INC /DE
<CIK>0000874389
<ASSIGNED-SIC>3081
<IRS-NUMBER>510295865
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
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<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-19188
<FILM-NUMBER>1706740
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3 CENTENNIAL DRIVE
<CITY>PEABODY
<STATE>MA
<ZIP>01960
<PHONE>9785381500
</BUSINESS-ADDRESS>
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<STREET1>3 CENTENNIAL DR
<CITY>PEABODY
<STATE>MA
<ZIP>01960
</MAIL-ADDRESS>
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------


                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED JUNE 30, 2001

                             --------------------

                                    0-19188
                             (Commission File No.)

                     APPLIED EXTRUSION TECHNOLOGIES, INC.
            (Exact Name of Registrant as Specified in Its Charter)



                                   DELAWARE
                           (State of Incorporation)
                                  51-0295865
                       (IRS Employer Identification No.)



                              3 CENTENNIAL DRIVE
                         PEABODY, MASSACHUSETTS 01960
                   (Address of Principal Executive Offices)


                                (978) 538-1500
             (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   YES [X]   NO [ ].

The number of shares of the Registrant's Common Stock, $.01 par value per share,
outstanding as of August 9, 2001 was 12,781,354.
================================================================================
<PAGE>

                        PART I - FINANCIAL INFORMATION



                     APPLIED EXTRUSION TECHNOLOGIES, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                    JUNE 30,       SEPTEMBER 30,
                                                                                      2001              2000
                                                                                    --------       -------------
<S>                                                                                <C>             <C>
ASSETS
Current assets:
    Cash and cash equivalents ............................................         $  27,863          $   3,265

    Accounts receivable, net of allowance for doubtful accounts of $2,136
        at June 30, 2001 and $1,856 at September 30, 2000, respectively ..            44,336             43,131
    Inventory ............................................................            43,457             43,059
    Prepaid expenses and other assets ....................................            10,450              9,013
                                                                                   ---------          ---------
            Total current assets .........................................           126,106             98,468

Property, plant and equipment, net .......................................           285,245            280,300
Intangibles and deferred finance charges, net ............................            22,865              2,372
Other assets .............................................................            12,774              8,110
                                                                                   ---------          ---------
                                                                                   $ 446,990          $ 389,250
                                                                                   =========          =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable .....................................................            17,917          $  17,862
    Accrued expenses and other current liabilities .......................            28,663             27,216
    Note payable .........................................................             6,744               --
    Accrued interest .....................................................             1,450              9,971
                                                                                   ---------          ---------
            Total current liabilities ....................................            54,774             55,049

Long-term debt ...........................................................           277,359            209,500
Long-term liabilities and other credits ..................................            18,472             24,788
Commitments and contingencies.............................................

Stockholders' equity:
Preferred stock, $.01 par value; authorized, 1,000 shares, of which 300
        are designated Junior Preferred Stock; no stock outstanding ......              --                 --

Common  stock, $.01 par value; 30,000 shares authorized; 12,780 and 12,019
        shares issued at June 30, 2001 and September 30, 2000,
        respectively .....................................................               128                120
Additional paid-in capital ...............................................           101,468            100,266
Retained earnings ........................................................                35              4,060
Accumulated comprehensive loss ...........................................            (2,664)            (2,277)
                                                                                   ---------          ---------
                                                                                      98,967            102,169

Treasury stock, at cost, and other, 256 and 248 shares at June 30, 2001
        and September 30, 2000, respectively .............................            (2,582)            (2,256)
                                                                                   ---------          ---------
            Total stockholders' equity ...................................            96,385             99,913
                                                                                   ---------          ---------
                                                                                   $ 446,990          $ 389,250
                                                                                   =========          =========
</TABLE>
See notes to condensed consolidated financial statements.

                                       2
<PAGE>

                     APPLIED EXTRUSION TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                           2001          2000
                                                                                         ---------     ---------
<S>                                                                                      <C>           <C>
SALES...............................................................................     $  72,414     $  73,700
Cost of sales.......................................................................        55,108        59,398
                                                                                         ---------     ---------
GROSS PROFIT........................................................................        17,306        14,302

OPERATING EXPENSES:
    Selling, general and administrative.............................................         6,925         7,029
    Research and development........................................................         1,497         1,779
    QPF acquisition costs...........................................................         2,548             -
                                                                                         ---------     ---------
        Total operating expenses....................................................        10,970         8,808

OPERATING PROFIT....................................................................         6,336         5,494

NON-OPERATING EXPENSES:
    Interest expense, net...........................................................         6,315         5,461
                                                                                         ---------     ---------

Income before income taxes..........................................................            21            33
Income tax expense..................................................................             7            12
                                                                                         ---------     ---------
INCOME BEFORE EXTRAORDINARY ITEM....................................................     $      14     $      21
                                                                                         ---------     ---------

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF TAXES OF $1,112..........        (1,977)            -
                                                                                         ---------     ---------

NET INCOME (LOSS)...................................................................     $  (1,963)    $      21
                                                                                         ---------     ---------

EARNINGS PER COMMON SHARE BEFORE EXTRAORDINARY ITEM:
    Basic and diluted...............................................................     $    0.00     $    0.00
EARNINGS (LOSS) PER COMMON SHARE:
    Basic...........................................................................     $    (.16)    $    0.00
    Diluted.........................................................................          (.15)         0.00
AVERAGE COMMON SHARES OUTSTANDING:
    Basic...........................................................................        12,597        11,786
    Diluted.........................................................................        12,851        11,938
</TABLE>

                       CONDENSED CONSOLIDATED STATEMENTS
                          OF COMPREHENSIVE OPERATIONS
                   THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                (IN THOUSANDS)
<TABLE>
<S>                                                                                      <C>           <C>
Net income (loss)...................................................................     $  (1,963)    $      21
Exchange rate changes...............................................................           805          (478)
                                                                                         ---------     ---------
COMPREHENSIVE LOSS..................................................................     $  (1,158)    $    (457)
                                                                                         ---------     ---------
</TABLE>
See notes to condensed consolidated financial statements

                                       3
<PAGE>

                     APPLIED EXTRUSION TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                           2001          2000
                                                                                         ---------     ---------
<S>                                                                                      <C>           <C>
SALES...............................................................................     $ 208,127     $ 202,596
Cost of sales.......................................................................       164,346       156,631
                                                                                         ---------     ---------
GROSS PROFIT........................................................................        43,781        45,965

OPERATING EXPENSES:
    Selling, general and administrative.............................................        21,142        20,492
    Research and development........................................................         4,758         5,173
    Share incentive plan............................................................           861             -
    QPF acquisition costs...........................................................         2,548             -
                                                                                         ---------     ---------

        Total operating expenses....................................................        29,309        25,665

OPERATING PROFIT....................................................................        14,472        20,300

NON-OPERATING EXPENSES:
    Interest expense, net...........................................................        17,672        15,641
                                                                                         ---------     ---------

Income (loss) before income taxes...................................................        (3,200)        4,659
Income tax expense (benefit)........................................................        (1,152)        1,677
                                                                                         ---------     ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM.............................................     $  (2,048)    $   2,982
                                                                                         ---------     ---------

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF TAXES OF $1,112..........        (1,977)            -
                                                                                         ---------     ---------

NET INCOME (LOSS)...................................................................     $  (4,025)    $   2,982
                                                                                         =========     =========

EARNINGS (LOSS) PER COMMON SHARE BEFORE EXTRAORDINARY ITEM:
    Basic...........................................................................     $    (.17)    $     .26
    Diluted.........................................................................          (.16)          .25
EARNINGS (LOSS) PER COMMON SHARE:
    Basic...........................................................................     $    (.33)    $     .26
    Diluted.........................................................................          (.32)          .25
AVERAGE COMMON SHARES OUTSTANDING:
    Basic...........................................................................        12,360        11,658
    Diluted.........................................................................        12,564        11,982
</TABLE>

                       CONDENSED CONSOLIDATED STATEMENTS
                          OF COMPREHENSIVE OPERATIONS
                   NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                (IN THOUSANDS)

<TABLE>
<S>                                                                                      <C>           <C>
Net income (loss)...................................................................     $  (4,025)    $   2,982
Exchange rate changes...............................................................          (387)         (325)
                                                                                         ---------     ---------
COMPREHENSIVE INCOME (LOSS).........................................................     $  (4,412)    $   2,657
                                                                                         =========     =========
</TABLE>
See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                     APPLIED EXTRUSION TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                           2001          2000
                                                                                         ---------     ---------
<S>                                                                                      <C>           <C>
OPERATING ACTIVITIES:
    Net income (loss)...............................................................     $  (4,025)    $   2,982
    Adjustments to reconcile net income (loss) to net cash used in operating
    activities net of acquisition of QPF:
        Provision for doubtful accounts.............................................           273           319
        Depreciation and amortization...............................................        17,010        15,728
        Deferred taxes and other credits............................................        (6,138)      (10,364)
        Stock issued for share incentive plan.......................................           861             -
        Write-off of deferred debt issuance costs included in extraordinary loss
        on early extinguishment of debt.............................................         1,651             -
        Changes in assets and liabilities which used cash:
            Prepaid expenses and other current assets...............................        (6,026)       (1,276)
            Accounts payable and accrued expenses...................................        (9,006)       (4,656)
            Accounts receivable and inventory.......................................         3,035       (18,543)
                                                                                         ---------     ---------
                Net cash used in operating activities...............................        (2,365)      (15,810)

INVESTING ACTIVITIES:
    Additions to property, plant and equipment......................................       (16,146)      (14,263)
    Acquisition of QPF assets.......................................................       (15,000)            -
                                                                                         ---------     ---------
                Net cash used in investing activities...............................       (31,146)      (14,263)

FINANCING ACTIVITIES:
    Proceeds from issuance of bonds, net of discount................................       270,859             -
    Redemption of $150,000 senior notes.............................................      (150,000)            -
    Borrowings (repayments) under line of credit agreement, net ....................       (53,000)       25,000
    Debt issuance costs.............................................................        (9,786)            -
    Proceeds from issuance of stock, net............................................            24         2,341
                                                                                         ---------     ---------
                Net cash provided by financing activities...........................        58,097        27,341

    Effect of exchange rate changes on cash.........................................            12          (325)
                                                                                         ---------     ---------
    Increase (decrease) in cash and cash equivalents, net...........................        24,598        (3,057)
    Cash and cash equivalents, beginning............................................         3,265         5,323
                                                                                         ---------     ---------
    Cash and cash equivalents, ending...............................................     $  27,863     $   2,266
                                                                                         =========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest, including capitalized interest of $1,932 and $1,801, respectively.     $  28,883     $  20,191
        Income taxes................................................................           170           174
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                     APPLIED EXTRUSION TECHNOLOGIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


1.   BASIS OF PRESENTATION

The information set forth in these statements is unaudited and may be subject to
normal year-end adjustments. The information reflects all adjustments that, in
the opinion of management, are necessary to present a fair statement of the
results of operations of Applied Extrusion Technologies, Inc. (the "Company" or
"AET") for the periods indicated. Results of operations for the quarter and nine
months ended June 30, 2001 are not necessarily indicative of the results of
operations for the full fiscal year.

Certain information in footnote disclosures normally included in financial
statements has been condensed or omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. These statements should
be read in conjunction with the Company's Annual Report on Form 10-K for the
year ended September 30, 2000, filed with the Securities and Exchange
Commission.


2.   LONG-TERM DEBT

On June 19, 2001 the Company issued $275,000 of 10-3/4 percent Senior Notes due
2011 (the "Senior Notes"). The Senior Notes are unsecured senior obligations of
AET. The issue price of each Senior Note was $984.94 per $1,000 principal amount
at maturity, and each Senior Note carries a yield to maturity of 11 percent. The
bond discount is being amortized using the straight-line method. The net
proceeds to the Company from the sale of the Senior Notes after deducting
discount, fees and expenses were approximately $261.1 million. Of those
proceeds, $155.2 million was used to fund the redemption of and interest on the
11-1/2 percent senior notes due 2002 (the "2002 Notes"), $9.0 million was used
to fund a portion of the purchase price of the acquisition of the assets of QPF,
L.L.C., $74.1 million was used to repay existing indebtedness and interest due
under the Company's line of credit (the "Credit Facility"), and the remainder is
being held to be used for general corporate purposes.

In conjunction with the redemption of the 2002 Notes, the Company recorded a
loss on the early extinguishment of debt of $1,977, or $.15 per share, net of
taxes. This amount is comprised of unamortized debt issuance costs and interest
incurred during the 30-day call period.

In conjunction with the issuance of Senior Notes, the Credit Facility was
reduced from $96,000 of availability to $80,000. The Company amended the Credit
Facility on June 15, 2001 to modify interest coverage and leverage covenants to
facilitate the new Senior Notes. As of June 30, 2001, there was $12,435 in
letters of credit outstanding on the Credit Facility.


3.   INVENTORIES

Inventories are valued at the lower of cost or market, with cost determined
using an average-cost method. Inventories consisted of the following:

                                       JUNE             SEPTEMBER
                                       2001                2000
                                     ---------           --------
                Raw materials        $   7,847           $  9,336
                Finished goods          35,610             33,723
                                     ---------           --------
                Total                $  43,457           $ 43,059
                                     =========           ========

                                       6
<PAGE>

4.   SHARE INCENTIVE PLAN

In the first quarter of fiscal 2001, the Company recorded a one-time, non-cash
charge of $861 for shares issued to non-executive employees as part of an
incentive and retention program. Under this program the Company issued
approximately 600,000 shares of stock to its top 125 non-executive managers in
exchange for 1,200,000 of their vested and unvested stock options. These new
shares vest over two years and were granted in lieu of annual incentive bonuses
for these managers for fiscal 2000 and 2001.


5.   ACQUISITION OF CERTAIN ASSETS OF QPF, L.L.C.

On June 30, 2001 the Company completed its acquisition of certain assets of QPF,
L.L.C. ("QPF"), the OPP films business of Hood Companies. Assets acquired
include: machinery and equipment; intellectual property; intangibles; and
inventory of the business. The purchase price for the QPF assets was $21,744, of
which $15,000 was paid in cash using some of the proceeds from the Company's
recent bond offering, and the remainder was paid with an inventory note. In
conjunction with the QPF acquisition, the Company incurred certain costs that
were written off as an operating expense during the quarter.

The following represents the unaudited pro forma results of operations as if the
QPF acquisition had occurred as of October 1, 2000. The pro forma results do not
purport to be indicative of the results that actually would have been obtained
if the operations were combined during the periods presented or of results that
may occur in the future.

                                          NINE MONTHS ENDED
                                              JUNE 30,
                               ----------------------------------------
                                       2001                   2000
                               -------------------     ----------------
  Revenue                           $  237,567             $ 230,271
  Net income                        $    6,262             $  10,454
  Earnings per share (basic)        $     0.51             $    0.90
  Earnings per share (diluted)      $     0.50             $    0.87

The Company is presently undertaking, but has not yet completed, an allocation
of the purchase price, but anticipates that approximately $13,744 will be
allocated to intangible assets, primarily goodwill. Intangible assets are
anticipated to be amortized over their useful life in conformity with current
accounting policies. The initial allocation of assets acquired and liabilities
assumed were as follows:

     Inventory                                         $    5,000
     Property, plant and equipment                          5,000
     Intangibles                                           13,744
     Accrued expenses                                      (2,000)
                                                       ----------
                                                       $   21,744


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


COMPARATIVE RESULTS OF OPERATIONS FOR THE QUARTER AND NINE MONTHS ENDED
JUNE 30, 2001 WITH THE QUARTER AND NINE MONTHS ENDED JUNE 30, 2000


INTRODUCTION

AET is the largest North American manufacturer and seller of highly specialized
oriented polypropylene films, or OPP films, which are used primarily in consumer
product labeling, flexible packaging, overwrap and industrial applications. The
Company has a leading position in substantially all of the major high-end OPP
films end-use product categories in North America. AET offers one of the most
extensive product lines in the OPP films industry ranging from high-margin
specialized labels and high barrier films to basic heat sealable lower barrier
films.

                                       7
<PAGE>

For the purposes of this discussion and analysis, the three-month periods ended
June 30, 2001 and 2000 are referred to as the third quarters of 2001 and 2000,
respectively. All dollar amounts are in thousands.


RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                              THREE MONTHS        NINE MONTHS
                                             ENDED JUNE 30,      ENDED JUNE 30,
                                              2001     2000      2001     2000
                                             ------   ------    ------   ------
<S>                                          <C>      <C>       <C>      <C>
Sales...................................     100.0%   100.0%    100.0%   100.0%
Cost of sales...........................      76.1     80.6      79.0     77.3
Gross profit............................      23.9     19.4      21.0     22.7
Selling, general and administrative.....       9.6      9.5      10.2     10.1
Research and development................       2.1      2.4       2.3      2.6
Operating profit........................      12.3      7.5       8.6     10.0
Interest expense, net...................       8.7      7.4       8.5      7.7
Net income (loss).......................       2.3      0.0      (0.2)     1.5
</TABLE>

The Company reported sales for the third quarter of $72,414 compared with
$73,700 in the same quarter of 2000, a decrease of $1,286, as the Company
shifted sales away from lower-value films and began to transition production
capacity to fulfill sales to QPF customers. Sales for the first nine months of
2001 increased 2.7 percent to $208,127 in comparison to $202,596 for the first
nine months of 2000 primarily due to higher average selling prices as a result
of improved sales mix and slightly higher price levels. Sales outside the United
States were 16.4 percent and 18.8 percent of sales for the nine months ended
June 30, 2001 and 2000, respectively, and generated operating profit of 2.9
percent and 6.8 percent of total operating profit in those same periods.

Gross profit in the third quarter of fiscal 2001 was $17,306, or 23.9 percent of
sales, compared with 19.4 percent of sales in the third quarter of fiscal 2000,
due to lower raw material costs, as well as continued improvements in sales mix
and manufacturing efficiencies. This quarter continues a trend of improving
earnings.

<TABLE>
<CAPTION>
                                                         OPERATING    OPERATING
QUARTER ENDED (*)      GROSS PROFIT     GROSS MARGIN      PROFIT       MARGIN
------------------     ------------     ------------     ---------    ---------
<S>                    <C>              <C>              <C>          <C>
September 30, 2000        $ 9,554          14.5%           $1,308         2.0%
December 31, 2000         $11,378          18.1%           $2,453         4.1%
March 31, 2001            $15,097          20.7%           $6,454         8.8%
June 30, 2001             $17,306          23.9%           $8,884        12.0%
</TABLE>

(*) Excludes: $2,400 of costs associated with a temporary shutdown of certain
manufacturing plants in September 2000; $861 of non-cash charges related to the
share incentive plan for non-executive employees in December 2000; and $2,548 of
QPF transaction costs in June 2001.

For the nine months ended June 30, 2001, gross profit was $43,781, or 21.0
percent of sales, compared with $45,965, or 22.7 percent of sales, in the same
period of fiscal 2000. The decline in gross profit in fiscal 2001 was due to the
spike in raw material costs experienced late in fiscal 2000 and which carried
over into early fiscal 2001 resulting in higher-cost material purchases and
inventory values for products sold in fiscal 2001. Most of these cost increases
were not passed on to customers in the form of price increases due to the excess
capacity that existed in the OPP films industry. Capacity utilization is
expected to continue to strengthen and reach levels in the next twelve months to
support significant increases in profitability throughout the industry.

Raw material costs are now declining and are expected to decline further by the
end of the fiscal year. Margin expansion is expected to continue due to the
further declines predicted for resin costs, ongoing improvement in sales mix,
and further tightening of industry capacity utilization driven by continuing
demand growth for OPP films.

Total operating expenses of $8,422 for the third fiscal quarter of 2001, which
exclude $2,548 of QPF acquisition costs, were reduced slightly from $8,808 in
the same quarter of fiscal 2000. For the nine months ended June 30, 2001,
operating expenses increased slightly to $26,761, excluding the aforementioned
QPF acquisition costs, as

                                       8
<PAGE>

compared to $25,665 for the nine months ended June 30, 2000, due primarily to
the non-cash charge recorded in the first quarter of fiscal 2001 related to the
share incentive plan for non-executive employees.

Net interest expense for the third quarter of fiscal 2001 of $6,315 was $854
higher than interest expense in the third quarter of fiscal 2000 due primarily
to higher interest on the $275,000 of Senior Notes.

Income tax as a percent of income before income taxes was 36 percent for the
three and nine months ended June 30, 2001 and June 30, 2000.


LIQUIDITY AND CAPITAL RESOURCES

AET maintains a credit agreement with a group of lenders whereby the Company has
a $80,000 revolving credit facility (the "Credit Facility") with a final
maturity of January 29, 2003. The Credit Facility is secured by all the assets
of AET. It includes covenants which limit borrowings based on certain asset
levels, require AET to maintain a minimum tangible net worth and specified
interest coverage and leverage ratios, restrict payment of cash dividends to
stockholders and establish maximum capital expenditure levels. It also contains
other covenants customary in transactions of this type. During the third quarter
of fiscal 2001, the Company paid all amounts outstanding on its Credit Facility
in connection with the issuance of $275,000 in Senior Notes discussed below. The
Company also has $6,500 of revenue bonds outstanding, which are due November 4,
2004 and which are secured by a letter of credit issued under the Credit
Facility.

On June 19, 2001 the Company issued $275,000 of 10-3/4 percent Senior Notes due
2011 (the "Senior Notes"). The Senior Notes are unsecured senior obligations of
AET. The issue price of each Senior Note was $984.94 per $1,000 principal amount
at maturity, and each Senior Note carries a yield to maturity of 11 percent. The
net proceeds to the Company, after deducting fees and expenses, from the sale of
the Senior Notes were approximately $261.1 million. Of those proceeds, $155.2
million was used to fund the redemption of and interest on the 11-1/2 percent
senior notes due 2002, $9.0 million was used to fund a portion of the purchase
price of the acquisition of the assets of QPF, $74.1 million was used to repay
existing indebtedness and interest due under the Credit Facility, and the
remainder is being held for general corporate purposes.

In conjunction with the redemption of the 2002 Notes, the Company recorded a
loss on the early extinguishment of debt of $1,977, or $.15 per share, net of
taxes.

Operating activities for the nine months ended June 30, 2001 used $2,365, which
was the result of net income before depreciation and amortization and other
non-cash expenditures of $9,632, offset by an increase in working capital of
$11,997. The net working capital increase was primarily the result of decreases
in accounts payable and accrued expenses of $9,006, an increase in inventory of
$4,513, and decreases in prepaid expenses and other current assets and accounts
receivable of $6,026 and $1,478, respectively. During the quarter, payments
against restructuring reserves, representing payments on an operating lease,
reduced such accounts by $829 to a balance of $8,508 at June 30, 2001.


INFLATION

Management regularly reviews the prices charged for its products. When market
conditions allow, price adjustments are made to reflect changes in demand or
product costs due to fluctuations in the cost of materials, labor and inflation.
The costs of raw materials make up a significant portion of AET's costs and have
historically fluctuated. There can be no assurance, however, that future market
conditions will support any correlation between raw material cost fluctuations
and finished product films pricing.


SEASONAL NATURE OF CERTAIN OPP MARKETS

Certain of the end-use markets for the Company's OPP films are seasonal. For
example, demand in the snack food, soft drink and candy markets is generally
higher in the spring and summer. As a result, sales and net income are generally
higher in those periods, although actual results can be influenced by numerous
factors, such as raw material costs, competitive prices and other matters
discussed in this report.

                                       9
<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SHORT-TERM AND LONG-TERM DEBT

The Company does not enter into financial instrument transactions for trading or
other speculative purposes or to manage interest rate exposure.

Except for the historical information contained herein, the matters discussed in
this report are forward-looking statements that involve risks and uncertainties
which could cause actual results to differ materially from those in the
forward-looking statements, including those related to the timely development
and acceptance of new products, fluctuations in raw materials and other
production costs, the loss of one or more significant customers, the impact of
competitive products and pricing, the timely completion of capital projects, the
success of the Company's efforts to expand into new markets and other risks
detailed in Exhibit 99 of the Company's Annual Report on Form 10-K for the year
ended September 30, 2000 and from time to time in the Company's other reports
filed with the Securities and Exchange Commission


                          PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that have arisen in the
ordinary course of its business and have not been fully adjudicated. These
actions, when ultimately concluded and determined, will not, in the opinion of
management, have a material adverse effect upon the financial position or
results of operations of the Company.

ITEM 4.   NOT APPLICABLE

ITEM 5.   NOT APPLICABLE

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

A.        EXHIBITS

99(a)     Cautionary Statement for Purposes of the "Safe Harbor" Provisions of
          the Private Securities Litigation Reform Act of 1995.
10.1*     Amended and Restated Credit Agreement dated as of April 15, 2001,
          between the Registrant and the Chase Manhattan Bank, as Administrative
          Agent.
10.1.1*   Waiver and Amendment No. 1 to the Credit Agreement dated as of June
          15, 2001.
10.2*     Asset Purchase Agreement among Registrant, QPF, L.L.C. and Hood
          Companies, Inc. dated as of May 3, 2001.
10.2.1*   Amendment No. 1 to Asset Purchase Agreement dated June 12, 2001.
10.3**    Indenture, dated as of June 19, 2001, by and among the Registrant,
          Applied Extrusion Technologies (Canada), Inc. and the Wells Fargo Bank
          Minnesota, National Association, as Trustee.
10.4**    Registration Rights Agreement, dated as of June 19, 2001, by and among
          the Registrant, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
          Smith Incorporated, Chase Securities, Inc., Credit Suisse First Boston
          Corporation and Deutsche Banc Alex. Brown, Inc.
--------------
(a)       Contained in Exhibits to the Registrant's Form 10-K for the fiscal
          year ended September 30, 2000.
*         Filed herewith.
**        Contained in Exhibits to the Registrant's Registration Statement on
          Form S-4 (No. 33-65294) filed with the commission on July 18, 2001.

The above referenced exhibits are, as indicated, either filed herewith or have
heretofore been filed with the Commission under the Securities Act and the
Exchange Act and are referred to and incorporated herein by reference to such
filings.

                                       10
<PAGE>

B.   REPORTS ON FORM 8-K

Report on Form 8K reporting the execution of a definitive agreement for the
acquisition of certain assets of QPF, L.L.C. filed on May 9, 2001.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                APPLIED EXTRUSION TECHNOLOGIES, INC.
                                             (Registrant)

                                By: /s/Anthony J. Allott
                                    -------------------------
                                    Anthony J. Allott
                                    Senior Vice President and
                                    Chief Financial Officer
August 13, 2001

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                                                  CONFORMED COPY

                      AMENDED AND RESTATED CREDIT AGREEMENT

      AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 15, 2001, amending
the Credit Agreement dated as of April 7, 1994 and amended and restated as of
January 29, 1998, as amended by Waiver and Amendment No. 1 dated as of December
16, 1998, further amended and restated as of March 15, 1999, further amended by
Amendment No. 1 dated as of April 23, 1999, further amended and restated as of
April 12, 2000 and September 30, 2000 and further amended by Amendment No. 1
dated as of December 31, 2000 (the "Credit Agreement"), among APPLIED EXTRUSION
TECHNOLOGIES, INC. (the "Company"), the LENDERS party thereto (the "Lenders")
and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative
Agent").

                              W I T N E S S E T H:

      WHEREAS, the parties hereto desire to amend the Credit Agreement to
increase the amount of working capital commitments by $6,000,000 and modify the
borrowing base provisions, the interest coverage ratio and leverage ratio
covenants and certain other provisions, all as more fully set forth below, and
to restate the Credit Agreement in its entirety to read as set forth in the
Credit Agreement with the amendments specified below;

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof', "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after the date hereof refer to
the Credit Agreement as amended and restated hereby.
<PAGE>

      SECTION 2. Section 1.01 and Exhibit C. (a) The definition of "Applicable
Margin" in Section 1.01 of the Credit is amended to replace the chart contained
therein with the following chart:

-------------------------------------------------------------------------------
                                                 Eurodollar   Letter of Credit
 Applicable Leverage Ratio:   Base Rate Margin     Margin         Fee Rate
-------------------------------------------------------------------------------
 less than 5.00 to 1                1.25%           2.50%          2.50%
-------------------------------------------------------------------------------
 greater than 5.00 to 1 and
 less than or equal to 5.75 to 1    1.50%           2.75%          2.15%
-------------------------------------------------------------------------------
 greater than 5.75 to 1 and
 less than or equal to 6.10 to 1    1.75%           3.00%          3.00%
-------------------------------------------------------------------------------
 greater than 6.10 to 1             2.25%           3.50%          3.50%
-------------------------------------------------------------------------------

      (b) The definitions of "Available PP&E Amount" and "Borrowing Base" in
Section 1.01 of the Credit Agreement, and Exhibit C to the Credit Agreement, are
amended to replace the phrase "$50,000,000 (provided that such amount shall be
reduced to $40,000,000 on the date the Working Capital Commitments cease to
exceed $80,000,000, and, at any time when such amount otherwise would exceed
$40,000,000, shall be reduced, but to no less than $40,000,000, by the Capital
Expenditure Shortfall)" with the following phrase:

      $56,000,000 (provided that such amount (x) shell be reduced to $40,000,000
      on the date the Working Capital Commitments cease to exceed $80,000,000,
      (y) at any time when such amount otherwise would exceed $40,000,000, shall
      be reduced, but to no less than $40,000,000, by the Capital Expenditure
      Shortfall (or the requisite portion thereof); and (z) in any event, shall
      be reduced, but to no less than $40,000,000, by $1,500,000 (or the
      requisite portion thereof) on the last day of each calendar quarter,
      commencing on September 30, 2001).

      The definition of "Available PP&E Amount" is further amended to replace
the date "September 30, 2000" with the date "April 15, 2001".

      (c) The definition of "Eligible Inventory" in Section 1.01 of the Credit
Agreement is amended to add after the word "landlord" each place it appears the
words "or warehouseman"; to add after the word "landlord's" the words "or
warehouseman's"; to replace the words "within 90 days after the Closing Date"
with the words "on or before the later of May 31,2001 or the first date on which
Inventory was located on such premises"; and to add after the word "made" in the
proviso to clause (j) the words "(which is expected to include Inventory at each
warehouse where less than $1,000,000 in Inventory is located)".


                                       2
<PAGE>

      (d) The definition of "Funded Indebtedness" in Section 1.01 of the Credit
Agreement is amended to add, before the period at the end thereof, the proviso";
provided that for purposes of Section 9.11, Funded Indebtedness shall exclude
the QPF Notes".

      (e) The definition of "Interest Expense" in Section 1.01 of the Credit
Agreement is amended to add, before the period at the end thereof, the proviso
",provided that for purposes of Section 9.10, Interest Expense shall exclude
interest on the QPF Notes".

      (f) Section 1.01 of the Credit Agreement is further amended by adding in
the appropriate alphabetical order the following definitions:

      "QPF Acquisition" shall mean the acquisition by the Company of assets
relating to the oriented polypropylene business of QPF, LLC, including without
limitation tangible personal property (such as inventories, machinery and
equipment) and intellectual property, pursuant to the Asset Purchase Agreement
dated as of May 3, 2001 among the Company, QPF, LLC and Hood Companies, Inc.

      "QPF Escrow Account" shall mean the escrow account in an initial amount of
$4,000,000 required to be established at State Street Bank and Trust Company
pursuant to and in accordance with Section 2.5 of the Asset Purchase Agreement
dated as of May 3, 2001 among the Company, QPF, LLC and Hood Companies, Inc.

      "QPF Notes" shall mean the Purchase Note and the Inventory Note, each to
be issued by the Company to QPF, LLC upon the consummation of the QPF
Acquisition, substantially in the forms attached hereto as Exhibit J.

      SECTION 3. Section 9.08. Section 9.08 of the Credit Agreement is amended
to replace the word "and" at the end of clause (v) with a comma and to add the
following clause (vii) before the period at the end thereof:

      and (vii) the QPF Notes; provided that cash payments with respect to the
      QPF Notes (whether principal, interest or other payments) may be made only
      if no Default has occurred and is continuing and (x) prior to the later of
      March 29, 2002 and the 270th day after issuance of the Purchase Note
      referred to in the definition of QPF Notes (such later date, the "Note
      Date"), subject to clause (y) below, only from the Net Cash Proceeds of
      (A) the disposition of assets permitted to secure the QPF Notes pursuant
      to Section 9.13, or (B) the refinancing of the Senior Notes, to the extent
      such refinancing yields cash in an amount in excess of that needed to
      repay the


                                        3
<PAGE>

      Senior Notes in full; and (y) on the later of December 29, 2001 and the
      180th day after issuance of the Purchase Note, in an amount not to exceed
      $2,000,000 and only with respect to the Purchase Note, and on and after
      the Note Date, with respect to the remainder of the QPF Notes in each case
      only if the Working Capital Commitments do not exceed $80,000,000, the
      maximum Available PP&E Amount does not exceed $40,000,000, the sum of the
      Company's cash on hand and the aggregate unused amount of the Working
      Capital Commitments which the Company would be permitted to use pursuant
      to Section 2.01(ii) equals or exceeds $5,000,000 after giving effect to
      such cash payment, and the Company shall demonstrate compliance with its
      obligations under Sections 9.09, 9.10 and 9.11 as of the most recently
      ended fiscal quarter, in each case determined on a pro forma basis as if
      the Indebtedness outstanding after giving effect to such cash payment had
      been incurred at the beginning of the period for which compliance is
      measured.

      SECTION 4. Section 9.11. The chart set forth in Section 9.11 of the Credit
Agreement is amended to read as follows for the periods beginning on or after
April 1, 2001 and ending on or before September 30, 2001:

             Period                                                     Ratio
      April 1, 2001 through June 30,2001                                6.20:1
      July 1, 2001 through September 30, 2001                           5.20:1

      SECTION 5. Section 9.12. Section 9.12(v) of the Credit Agreement is
amended to insert after the number "$10,000,000" the phrase "(or, in the case of
the QPF Acquisition, $5,000,000)". Section 9.12 is further amended to delete the
word "and" at the end of clause (vii), replace the period at the end of clause
(viii) with the expression "; and", and add the following new clause (ix) at the
end thereof;

      (ix) dispositions of assets permitted to secure the QPF Notes pursuant to
      Section 9.13(ii).

      SECTION 6. Section 9.13. Section 9.1 3(ii) of the Credit Agreement is
amended to replace "$2,000,000" with "(x) the aggregate principal amount of the
QPF Notes or (y) if the QPP Notes have been paid in full, $2,000,000". Section
9. 13(iv) of the Credit Agreement is amended to add after the number "(iv)" the
words "the QPF Escrow Account and". Section 9.13 is further amended to add the
following sentence at the end thereof

      It is understood that pursuant to Section 9-312 of the Uniform Commercial
      Code or otherwise certain of the Liens permitted pursuant to this Section


                                        4
<PAGE>

      9.13 (including, without limitation, Liens securing the QPF Notes) may
      have priority over the Liens created pursuant to the Security Documents.
      The Lenders authorize the Administrative Agent to execute such documents
      as may reasonably be requested by the holders of the QPF Notes to evidence
      or confirm such priority.

      SECTION 7. Section 9.18. Section 9.18 of the Credit Agreement is amended
to add the following new penultimate paragraph:

      For purposes of this Section 9.18, the QPF Acquisition shall not
      constitute a Capital Expenditure.

      SECTION 8. Section 9.20. Section 920 of the Credit Agreement is amended to
delete the word "and" at the end of clause (iii) and add the following new
clause (v) before the period at the end thereof:

      , and (v) the QPF Escrow Account.

      SECTION 9. Section 10.01. Section 10.01(c) of the Credit Agreement is
amended to add the following clause before the word "or" at the end thereof

      or the QPF Notes shall not have been paid in full on or prior to March 29,
2002;

      SECTION 10. Schedule I. Schedule I to the Credit Agreement is amended to
add the following item:

      2. Asset Purchase Agreement dated as of May 3, 2001 among Applied
Extrusion Technologies, Inc., QPF, LLC and Hood Companies, Inc. and each
ancillary agreement (including, without limitation, the Purchase Note, Purchase
Security Agreement, Inventory Note and Inventory Security Agreement) referred to
therein.

      SECTION 11. Increased Commitments. The aggregate amount of the Working
Capital Commitments under this Amended and Restated Agreement is increased on
and as of the Effective Date (as hereinafter defined) by $6,000,000 (the
"Increase") to $96,000,000, and each Lender's Working Capital Commitment on and
as of the Effective Date is the amount set forth opposite its name on the
signature pages hereof

      SECTION 12. Representations of Company. The Company represents and
warrants that after giving effect to the foregoing provisions of this Amended
and Restated Credit Agreement (i) the representations and warranties of the
Company


                                        5
<PAGE>

and its Subsidiaries made in each Basic Document shall be true (or, in the case
of Basic Documents which are not Financing Documents, true in all material
respects) on and as of the Effective Date (as hereinafter defined) to the same
extent as they would be required to be under Section 7.01(b) on the occasion of
any Loan or issuance of any Letter of Credit and (ii) no Default will have
occurred and be continuing on such date.

      SECTION 13. GOVERNING LAW. THIS AMENDED AND RESTATED CREDIT AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

      SECTION 14. Counterparts. This Amended and Restated Credit Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.

      SECTION 15. Effectiveness. This Amended and Restated Credit Agreement
shall become effective, and the Credit Agreement shall have been restated to
read as set forth in the Credit Agreement with the amendments specified herein,
as of the date hereof on the date (the "Effective Date") when the Administrative
Agent shall have received (i) from the Company for the account of each Lender,
an amendment fee equal to the sum of (x) 0.25% of such Lender's Working Capital
Commitment as in effect immediately prior to the Effective Date and (y) 1% of
such Lender's portion of the Increase, (ii) an opinion of Ropes & Gray, counsel
for the Company (or such other counsel for the Company as may be acceptable to
the Administrative Agent), substantially to the effect of Exhibit D to the
Credit Agreement with reference to this Amendment and Restatement and the Credit
Agreement as amended and restated hereby, (iii) from each of the Company and the
Lenders a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such party
has signed a counterpart hereof, and (iv) such other documents and instruments,
including, without limitation, appraisals and consultants' reports, as the
Administrative Agent may reasonably request in connection with this Amendment
and Restatement and the transactions contemplated hereby.


                                        6
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date first above
written.

                                    APPLIED EXTRUSION
                                       TECHNOLOGIES, INC.

                                    By: /s/ Anthony J. Allott
                                        ----------------------------------------
                                        Title: Senior Vice President and Chief
                                               Financial Officer

Working Capital Commitment          THE CHASE MANHATTAN BANK
$16,533,333.33

                                    By: /s/ Peter A. Dedousis
                                        ----------------------------------------
                                        Title: Managing Director

Working Capital Commitment          LASALLE BUSINESS CREDIT, INC.
$18,895,238.13

                                    By: /s/ John S. Eby
                                        ----------------------------------------
                                        Title: Vice President

Working Capital Commitment          FLEET NATIONAL BANK
$16,533,333.33

                                    By: /s/ Melissa A. Post
                                        ----------------------------------------
                                        Title: Authorized Officer

Working Capital Commitment          PNC BANK, N.A.
$15,847,619.02

                                    By: /s/ Craig T. Sheetz
                                        ----------------------------------------
                                        Title: Vice-President


                                       7
<PAGE>

Working Capital Commitment          FIRST UNION NATIONAL BANK
$17,523,809.52

                                    By: /s/ John T. Trainor
                                        ----------------------------------------
                                        Title: Vice President

Working Capital Commitment          PROVIDENT BANK
$10,666,666.67

                                    By: /s/ Jose V. Garde
                                        ----------------------------------------
                                        Title: Vice President


                                       8
<PAGE>

                                                                       EXHIBIT J

                              FORM OF PURCHASE NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND MAY NOT BE SOLD, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED IN THE
          ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT
           COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY
                      TO THE ISSUER THAT REGISTRATION UNDER
                            SAID ACT IS NOT REQUIRED.

                                      NOTE

$9,000,000.00                                                   __________, 2001

       THIS NOTE is made as of the date stated above by APPLIED EXTRUSION
TECHNOLOGIES, INC., a Delaware corporation ("Debtor"), to the order of QPF, LLC,
a Mississippi limited liability company ("Secured Party").

                                    ARTICLE I

                                     PAYMENT

      FOR VALUE RECEIVED, Debtor hereby promises to pay to the order of Secured
Party, at Secured Party's office at do Hood Companies, Inc., 623 Main Street,
Suite 100, Hattiesburg, Mississippi 39403, or such other place as Secured Party
may from time to time designate in writing to Debtor, on or before [270th day
after issuance] (the "Maturity Date") the principal amount of Nine Million and
00/100 Dollars ($9,000,000.00) together with interest as specified below, in
repayment of a credit extended by Secured Party to Debtor (the "Loan"), all in
lawful money of the United States of America, as follows:

      1.1 Installments of Interest. Debtor shall pay Secured Party the
following:

            (a) on [180th day after issuance], if any principal amount of this
      Note shall then be outstanding, an interest payment in an amount equal to
      (i) Two Million and 00/100 Dollars ($2,000,000.00) multiplied by a
      fraction the numerator of which is the principal amount of this Note then
      outstanding and the denominator of which is the Nine Million and 00/100
      Dollars ($9,000,000,00), and

            (b) additional interest on the amount of the principal balance
      outstanding under this Note from time to time at the following rates:

                (i)   from the date of initial issuance of this Note to and
                      including _______ [90th day after Issuance], a per annum
                      rate of zero percent (0%);
<PAGE>

                (ii)  from ______ [90th day after issuance] to and including
                      ________________ [180th day after issuance], a per annum
                      rate of twelve percent (12%); and

                (iii) from ______ [180th day after issuance], a per annum rate
                      of fifteen percent (15%).

Unless otherwise agreed by Secured Party, all installments of principal and
interest shall be applied first to interest at the rate herein specified to the
date of receipt of payment and the balance shall be applied on account of
principal. Interest shall be computed for any period as excluding the first day
of such period but including the last day of such period, on a daily basis and
on the basis of a three hundred sixty (360) day year. Except as provided in
clause (a) above, Debtor will pay all interest at maturity, except that all
accrued but unpaid interest shall be due and payable at the stated or
accelerated maturity hereof or upon the prepayment in full hereof.

       1.2 Payment of Indebtedness at Maturity. The term "Indebtedness" shall
mean the indebtedness evidenced by this Note, including the principal and all
interest, and all fees, costs and expenses incurred by Secured Party in
connection with the Loan that are reimbursable by Debtor, and all other sums due
or required to be paid to Secured Party under the Security Agreement (described
below). The entire Indebtedness shall be due and payable on the Maturity Date.
Debtor acknowledges that Secured Party has no obligation to refinance the Loan
at maturity.

       1.3 Mandatory Prepayments. Debtor shall promptly prepay, without premium
or penalty, unpaid principal under this Note to the extent of any cash proceeds
received by Debtor upon the sale, conveyance or transfer of any of the Assets
(as defined in the Security Agreement described below).

       1.4 Optional Prepayments. Debtor reserves the right to prepay, without
premium or penalty, any unpaid principal of this Note, in whole or in part,
provided that Debtor gives Secured Party not less than two (2) business days'
prior written notice of its intention to do so. Any payment of this Note in full
shall be accompanied by the payments of all accrued and unpaid interest and any
other amounts due hereunder.

       1.5 Payment Time. All payments shall be delivered in good funds to
Secured Party prior to 2:30 p.m., Central Time, on the date due at its principal
office set forth above, or at such other place as Secured Party designates in
writing.

      1.6 Time of Essence. Time is of the essence of this Note.

                                    ARTICLE II

                         SECURITY, DEFAULT AND REMEDIES

      2.1 Security for Payment. Payment of this Note is secured by the "Purchase
Security Agreement" (as such term is defined in the Asset Purchase Agreement
dated as of May 3, 2001,


                                      -2-
<PAGE>

as from time to time in effect, pursuant to which Secured Party sold certain
assets to the Debtor, as from time to time in effect, the "Security Agreement")
from Debtor to Secured Party.

       2.2 Events of Default. The following constitute events of default under
this Note ("Default"): (a) failure of Debtor to pay any amount of Indebtedness
when due, whether interest, principal or otherwise and whether as an
installment, on the Maturity Date or otherwise; or (b) any "Default" as such
term is defined in clauses (b) and (c) of the definition thereof contained in
the Security Agreement

       2.3 Acceleration of Maturity. At any time after the occurrence of any
Default and at the option of Secured Party, the entire principal balance under
this Note, together with interest accrued thereon and all other Indebtedness
(including all sums expended by Secured Party in connection with such Default),
shall upon notice to Debtor become immediately due and payable.

       2.4 Attorneys' Fees. If any counsel (whether an employee of Secured Party
or otherwise) is employed, retained or engaged (a) upon a Default, to collect
the Indebtedness or any part thereof, whether or not legal proceedings are
instituted by Secured Party, (b) to represent Secured Party in any bankruptcy,
reorganization, receivership, or other proceedings affecting creditors' rights
and involving Debtor or a claim under this Note, (c) upon a Default, to enforce
the liens or security interests created by the Security Agreement, or (d) to
represent Secured Party in any other proceedings in connection with the Security
Agreement or the property described therein, then Debtor shall pay on demand to
Secured Party all related reasonable attorneys' fees, time charges and expenses
as a part of the Indebtedness; provided, however, that Secured Party shall be
entitled to such fees, charges and expenses only to the extent that Debtor has
agreed to pay such fees, charges and expenses in the Security Agreement.

       2.5 Secured Party's Remedies. Upon Default, Secured Party, at its option,
may proceed to exercise any other rights and remedies available to Secured Party
under the Security Agreement and to exercise any other rights and remedies
against Debtor or with respect to this Note which Secured Party may have at law,
at equity or otherwise. Secured Party's remedies under this Note, or the
Security Agreement shall be cumulative and concurrent and may be pursued singly,
successively, or together against Debtor, and any security described in the
Security Agreement. Secured Party may resort to every other right or remedy
available at law or in equity without first exhausting the rights and remedies
contained herein, all in Secured Party's sole discretion. Failure of Secured
Party, for any period of time or on more than one occasion, to exercise its
option to accelerate the Maturity Date shall not constitute a waiver of that
right at any time during the Default or in the event of any subsequent Default.
Secured Party shall not by any other omission or act be deemed to waive any of
its rights or remedies unless such waiver is written and signed by an officer of
Secured Party, and then only to the extent specifically set forth. A waiver in
connection with one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy in connection with a subsequent event


                                      -3-
<PAGE>

                                   ARTICLE III

                                  OTHER MATTERS

      3.1 Waivers. Except as expressly provided herein or in the Security
Agreement, Debtor hereby (a) waives and renounces any and all redemption and
exemption rights and the benefit of all valuation and appraisement privileges,
(b) waives presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor, and notice of protest, (c) waives all notices in
connection with the performance, default, or enforcement or collection of this
Note, and (d) waives any and all lack of diligence and delays in the enforcement
or collection of the Note.

      3.2 Interpretation. The headings of sections and paragraphs in this Note
are for convenience of reference only and shall not be construed in any way to
limit or define the content, scope, or intent of the provisions. The use of
singular and plural nouns, and masculine, feminine, and neuter pronouns, shall
be fully interchangeable, where the context so requires. If any provision of
this Note, or any paragraph, sentence, clause, phrase, or word, or the
application thereof, in any circumstances, is adjudicated to be invalid or
unenforceable, the validity or enforceability of the remainder of this Note
shall be construed as if such invalid or unenforceable part were never included.

      3.3 Business Loan. Debtor hereby represents that the Loan constitutes a
"business loan" within the purview of 815 ILCS 205/4(1)(c), as amended.

      3.4 Interest Laws. Secured Party and Debtor intend to comply with the laws
of the State of Illinois with regard to the rate of interest charged.
Notwithstanding any provision to the contrary in this Note or the Security
Agreement, no such provision shall require the payment or permit the collection
of any amount ("Excess Interest") in excess of the maximum amount of interest
permitted by law to be charged for the use or detention, or the forbearance in
the collection, of all or any portion of the Indebtedness. If any Excess
Interest is provided for, or is adjudicated to be provided for, in this Note or
the Security Agreement, then in such event (a) the provisions of this paragraph
shall govern and control; (b) Debtor shall not be obligated to pay any Excess
Interest; (c) any Excess Interest that Secured Party may have received shall, at
the option of Secured Party, be (i) applied as a credit against the then
outstanding principal balance of the Loan, accrued and unpaid interest thereon
not to exceed the maximum amount permitted by law or both, (ii) refunded to the
payor, or (iii) so applied or refunded in any combination of the foregoing; (d)
the applicable interest rate shall be automatically subject to reduction to the
maximum lawful contract rate allowed under the applicable usury laws of the
State, and this Note and the Security Agreement shall be deemed to have been,
and shall be, reformed and modified to reflect such reduction in the applicable
interest rate; and (e) Debtor shall not have any action against Secured Party
for any damages whatsoever arising out of the payment or collection of Excess
Interest.


                                      -4-
<PAGE>

      3.5 Subsequent Holders. Upon any endorsement, assignment, or other
transfer of this Note by Secured Party or by operation of law, the term "Secured
Party" shall mean such endorsee, assignee, or other transferee or successor to
Secured Party then becoming the holder of this Note.

      3.6 Subsequent Obligors. This Note shall be binding on all persons
claiming under or through Debtor. The term "Debtor", as used herein, shall
include the respective successors, assigns, legal and other representatives of
Debtor.

      3.7 Governing Law. This Note shall be governed by and construed in
accordance with the domestic laws of the State of Illinois without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Illinois or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Illinois.

      3.8 Severability. Any term or provision of this Note that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.

      3.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, DEBTOR HEREBY WANES, AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF. DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF,
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR
CONTRACT OR OTHERWISE.

      IN WITNESS WHEREOF, Debtor has caused this Note to be executed as of the
date first stated above.


                                    APPLIED EXTRUSION TECHNOLOGIES, INC.

                                    By:   ______________________________________
                                    Its:  ______________________________________


                                      -5-
<PAGE>

                             FORM OF INVENTORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE
          ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT
           COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY
                      TO THE ISSUER THAT REGISTRATION UNDER
                            SAID ACT IS NOT REQUIRED.

                                      NOTE

$___________                                                      _________,2001

      THIS NOTE is made as of the date stated above by APPLIED EXTRUSION
TECHNOLOGIES, INC., a Delaware corporation ("Debtor"), to the order of QPF, LLC,
a Mississippi limited liability company ("Secured Party").

                                   ARTICLE IV

                                     PAYMENT

      FOR VALUE RECEIVED, Debtor hereby promises to pay to the order of Secured
Party, on or before [230th day after issuance] (the "Maturity Date"), at Secured
Party's office at c/o Hood Companies, Inc., 623 Main Street, Suite 100,
Hattiesburg, Mississippi 39403, or such other place as Secured Party may from
time to time designate in writing to Debtor, the principal amount of
_________________ Dollars ($_________), together with interest as specified
below, in repayment of a credit extended by Secured Party to Debtor (the
"Loan"), all in lawful money of the United States of America, as follows:

      4.1 Installments of Interest. Debtor shall pay Secured Party interest on
the amount of the principal balance outstanding under this Note from time to
time at the following rates:

            (i)   from the date of initial issuance of this Note to and
                  including the Maturity Date, a per annum rate of zero percent
                  (0%); and

            (ii)  from the Maturity Date, a per annum rate of fifteen percent
                  (15%).

Unless otherwise agreed by Secured Party, all installments of principal and
interest shall be applied first to interest at the rate herein specified to the
date of receipt of payment and the balance shall be applied on account of
principal. Interest shall be computed for any period as excluding the first day
of such period but including the last day of such period, on a daily basis and
on the basis of a three hundred sixty (360) day year. All accrued but unpaid
interest shall be due and payable upon the payment in full hereof.


                                      -6-
<PAGE>

      4.2 Payment of Indebtedness at Maturity. The term "Indebtedness" shall
mean the indebtedness evidenced by this Note, including the principal and all
interest, and all fees, costs and expenses incurred by Secured Party in
connection with the Loan that are reimbursable by Debtor, and all other sums due
or required to be paid to Secured Party under the Security Agreement (described
below). The entire Indebtedness shall be due and payable on the Maturity Date.
Debtor acknowledges that Secured Party has no obligation to refinance the Loan
at maturity.

      4.3 Mandatory Prepayments. Debtor shall prepay, without premium or
penalty, unpaid principal under this Note in the amount of the purchase price
paid by Debtor for any Inventory (as defined in the Purchase Agreement referred
to below) determined pursuant to Exhibit E to the Purchase Agreement which is
consumed or sold, such payments to be made within forty-five (45) days of
consumption or shipment (as applicable) of such Inventory.

      4.4 Optional Prepayments. Debtor reserves the right to prepay, without
premium or penalty, any unpaid principal of this Note, in whole or in part,
provided that Debtor gives Secured Party not less than two (2) business days'
prior written notice of its intention to do so. Any payment of this Note in full
shall be accompanied by the payment of all accrued and unpaid interest and any
other amounts due hereunder.

      4.5 Payment Time. All payments shall be delivered in good funds to Secured
Party prior to 2:30 p.m., Central Time, on the date due at its principal office
set forth above, or at such other place as Secured Party designates in writing.

      4.6 Time of Essence. Time is of the essence of this Note.

                                    ARTICLE V

                          SECURITY DEFAULT AND REMEDIES

      5.1 Security for Payment. Payment of this Note is secured by the
"Inventory Security Agreement" (as such term is defined in the Asset Purchase
Agreement dated as of May 3, 2001, as from time to time in effect (the "Purchase
Agreement"), pursuant to which Secured Party sold certain assets to the Debtor,
as from time to time in effect, the "Security Agreement") from Debtor to Secured
Party.

      5.2 Events of Default The following constitute events of default under
this Note ("Default"): (a) failure of Debtor to pay any amount of Indebtedness
when due, whether principal or otherwise and whether as an installment, on the
Maturity Date or otherwise; or (b) any "Default" as such term is defined in
clauses (b) and (c) of the definition thereof contained in the Security
Agreement.

      5.3 Acceleration of Maturity. At any time after the occurrence of any
Default and at the option of Secured Party, the entire principal balance under
this Note, together with all other Indebtedness (including all sums expended by
Secured Party in connection with such Default), shall upon notice to Debtor
become immediately due and payable.


                                       -7-
<PAGE>

      5.4 Attorneys' Fees. If any counsel (whether an employee of Secured Party
or otherwise) is employed, retained or engaged (a) upon a Default, to collect
the Indebtedness or any part thereof, whether or not legal proceedings are
instituted by Secured Party, (b) to represent Secured Party in any bankruptcy,
reorganization, receivership, or other proceedings affecting creditors' rights
and involving Debtor or a claim under this Note, (c) upon a Default, to enforce
the liens or security interests created by the Security Agreement, or (d) to
represent Secured Party in any other proceedings in connection with the Security
Agreement or the property described therein, then Debtor shall pay on demand to
Secured Party all related reasonable attorneys' fees, time charges and expenses
as a part of the Indebtedness; provided, however, that Secured Party shall be
entitled to such fees, charges and expenses only to the extent that Debtor has
agreed to pay such fees, charges and expenses in the Security Agreement.

      5.5 Secured Party's Remedies. Upon Default, Secured Party, at its option,
may proceed to exercise any other rights and remedies available to Secured Party
under the Security Agreement and to exercise any other rights and remedies
against Debtor or with respect to this Note which Secured Party may have at law,
at equity or otherwise. Secured Party's remedies under this Note, or the
Security Agreement shall be cumulative and concurrent and may be pursued singly,
successively, or together against Debtor, and any security described in the
Security Agreement. Secured Party may resort to every other right or remedy
available at law or in equity without first exhausting the rights and remedies
contained herein, all in Secured Party's sole discretion. Failure of Secured
Party, for any period of time or on more than one occasion, to exercise its
option to accelerate the Maturity Date shall not constitute a waiver of that
right at any time during the Default or in the event of any subsequent Default.
Secured Party shall not by any other omission or act be deemed to waive any of
its rights or remedies unless such waiver is written and signed by an officer of
Secured Party, and then only to the extent specifically set forth. A waiver in
connection with one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy in connection with a subsequent event.

                                   ARTICLE VI

                                  OTHER MATTERS

      6.1 Waivers. Except as expressly provided herein or in the Security
Agreement, Debtor hereby (a) waives and renounces any and all redemption and
exemption rights and the benefit of all valuation and appraisement privileges,
(b) waives presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor, and notice of protest, (c) waives all notices in
connection with the performance, default, or enforcement or collection of this
Note, and (d) waives any and all lack of diligence and delays in the enforcement
or collection of the Note.

      6.2 Interpretation. The headings of sections and paragraphs in this Note
are for convenience of reference only and shall not be construed in any way to
limit or define the content, scope, or intent of the provisions. The use of
singular and plural nouns, and masculine, feminine, and neuter pronouns, shall
be fully interchangeable, where the context so requires. If any provision of
this Note, or any paragraph, sentence, clause, phrase, or word, or the
application thereof, in any circumstances, is adjudicated to be invalid or
unenforceable, the validity or


                                       -8-
<PAGE>

enforceability of the remainder of this Note shall be construed as if such
invalid or unenforceable part were never included.

      6.3 Business Loan. Debtor hereby represents that the Loan constitutes a
"business loan" within the purview of 815 ILCS 205/4(1)(c), as amended.

      6.4 Interest Laws. Secured Party and Debtor intend to comply with the laws
of the State of Illinois with regard to the rate of interest charged.
Notwithstanding any provision to the contrary in this Note or the Security
Agreement, no such provision shall require the payment or permit the collection
of any amount ("Excess Interest") in excess of the maximum amount of interest
permitted by law to be charged for the use or detention, or the forbearance in
the collection, of all or any portion of the Indebtedness. If any Excess
Interest is provided for, or is adjudicated to be provided for, in this Note or
the Security Agreement, then in such event (a) the provisions of this paragraph
shall govern and control; (b) Debtor shall not be obligated to pay any Excess
Interest (c) any Excess Interest that Secured Party may have received shall, at
the option of Secured Party, be (i) applied as a credit against the then
outstanding principal balance of the Loan, accrued and unpaid interest thereon
not to exceed the maximum amount permitted by law, or both, (ii) refunded to the
payor, or (iii) so applied or refunded in any combination of the foregoing; (d)
the applicable interest rate shall be automatically subject to reduction to the
maximum lawful contract rate allowed under the applicable usury laws of the
State, and this Note and the Security Agreement shall be deemed to have been,
and shall be, reformed and modified to reflect such reduction in the applicable
interest rate; and (e) Debtor shall not have any action against Secured Party
for any damages whatsoever arising out of the payment or collection of Excess
Interest.

      6.5 Subsequent Holders. Upon any endorsement, assignment, or other
transfer of this Note by Secured Party or by operation of law, the term "Secured
Party" shall mean such endorsee, assignee, or other transferee or successor to
Secured Party then becoming the holder of this Note.

      6.6 Subsequent Obligors. This Note shall be binding on all persons
claiming under or through Debtor. The term "Debtor", as used herein, shall
include the respective successors, assigns, legal and other representatives of
Debtor.

      6.7 Governing Law. This Note shall be governed by and construed in
accordance with the domestic laws of the State of Illinois without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Illinois or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Illinois.

      6.8 Severability. Any term or provision of this Note that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.


                                       -9-
<PAGE>

      6.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, DEBTOR HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF,
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR
CONTRACT OR OTHERWISE.

      IN WITNESS WHEREOF, Debtor has caused this Note to be executed as of the
date first stated above.


                                          APPLIED EXTRUSION TECHNOLOGIES, INC.


                                          By:___________________________________
                                          Its:__________________________________


                                      -10-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.1
<SEQUENCE>4
<FILENAME>dex1011.txt
<DESCRIPTION>WAIVER AND AMENDMENT NO. 1
<TEXT>
<PAGE>

                                                                  Exhibit 10.1.1

                                                                  CONFORMED COPY

                                    WAIVER AND
                                 AMENDMENT NO. 1

      WAIVER AND AMENDMENT NO. 1 (the "Amendment") dated as of June 15, 2001 of
the Credit Agreement dated as of April 7, 1994 and amended and restated as of
January 29, 1998, as amended by Waiver and Amendment No. 1 dated as of December
16, 1998, further amended and restated as of March 15, 1999, further amended by
Amendment No. 1 dated as of April 23, 1999, further amended and restated as of
April 12, 2000 and September 30, 2000, further amended by Amendment No. 1 dated
as of December 31, 2000 and further amended and restated as of April 15, 2001
(the "Credit Agreement"), among APPLIED EXTRUSION TECHNOLOGIES, INC. (the
"Company"), the LENDERS party thereto (the "Lenders") and THE CHASE MANHATTAN
BANK, as Administrative Agent (the "Administrative Agent").

                                   WITNESSETH:

      WHEREAS, in connection with the refinancing of the Company's senior notes,
the Company and the Lenders have agreed to amend the interest coverage ratio and
leverage ratio covenants, reduce the amount of working capital commitments by
$16,000,000, and make certain other changes, all as more fully set forth below;

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1. Definitions; References. Unless otherwise specifically defined
in the recitals above, each term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof', "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall, from and after the date
hereof, refer to the Credit Agreement as amended hereby.

      SECTION 2. Section 1.01 Exhibit C.

      (a) The definitions of "Available PP&E Amount" and "Borrowing Base" in
Section 1.01 of the Credit Agreement, and Exhibit C to the Credit Agreement, are
amended to replace the phrase "$56,000,000 (provided that such amount (x)
<PAGE>

shall be reduced to $40,000,000 on the date the Working Capital Commitments
cease to exceed $80,000,000, (y) at any time when such amount otherwise would
exceed $40,000,000, shall be reduced, but to no less than $40,000,000, by the
Capital Expenditure Shortfa1l (or the requisite portion thereof); and (z) in any
event, shall be reduced, but to no less than $40,000,000, by $1,500,000 (or the
requisite portion thereof) on the last day of each calendar quarter, commencing
on September 30, 2001)" with the number "$35,000,000".

      The definition of "Available PP&E Amount" is further amended to replace
the date "April 15, 2001" with the date "June 19, 2001".

      (b) The definition of "Basic Documents" in Section 1.01 of the Credit
Agreement is amended to add, before the period at the end thereof, the words "or
providing for the issuance of the Senior Notes".

      (c) The definition of "Capital Expenditure Shortfall" in Section 1.01 of
the Credit Agreement is deleted.

      (d) The definition of "Indenture" In Section 1.01 of the Credit Agreement
is amended to read in its entirety as follows:

            "Indenture" shall mean the Indenture dated as of June 19,2001
            between the Company and Wells Fargo Bank, N.A., as Trustee, as such
            agreement shall, subject to Section 9.19 hereof, be modified and
            supplemented and in effect from time to time.

      (e) The definitions of "QPF Acquisition" and "QPF Escrow Account" in
Section 1.01 of the Credit Agreement are amended to add, before the period at
the end thereof, the words ", as amended by Amendment No. 1 dated as of June 12,
2001".

      (f) The definition of "QPF Notes" in Section 1.01 of the Credit Agreement
is amended to read in its entirety as follows:

            "QPF Notes" shall mean the Inventory Note to be issued by the
            Company to QPF, LLC upon the consummation of the QPF Acquisition,
            substantially in the form attached hereto as Exhibit J.

      (g) The definition of "Senior Notes" in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:

            "Senior Notes" shall mean the Company's l0 3/4% Senior Notes due
            2011 issued pursuant to the Indenture, as such Senior Notes


                                       2
<PAGE>

            shall, subject to Section 9.19 hereof, be modified and supplemented
            and in effect from time to time.

      (h) The definition of "Working Capital Availability Period" in Section
1.01 of the Credit Agreement is amended to read in its entirety as follows:

            "Working Capital Availability Period" shall mean the period from and
            including the date hereof to but not including January 29, 2003.

      SECTION 3. Section 9.08. Section 9.08 of the Credit Agreement is amended
as follows.

      (a) The proviso to Section 9.08(ii) is amended to read in its entirety as
follows:

            provided that such renewals, extensions or refinancings shall not
            increase the amount of such Indebtedness or of the collateral
            securing it,

      (b) The word "and" at the end of Section 9.08(vi) is replaced with a
comma, and Section 9.08(vii) is amended to read in its entirety as follows:

            (vii) the QPF Notes; provided that cash payments with respect to the
            QPF Notes (whether principal, interest or other payments) may be
            made only if no Default has occurred and is continuing and (x) prior
            to the later of March 29, 2002 and the 270th day after issuance of
            the QPF Notes (the "Note Date"), only from the purchase price of
            inventory which is permitted to secure the QPF Notes pursuant to
            Section 9.13 and is consumed or sold, and (y) on and after the Note
            Date, only if the sum of the Company's cash on hand and the
            aggregate unused amount of the Working Capital Commitments which the
            Company would be permitted to use pursuant to Section 2.01(ii)
            equals or exceeds $5,000,000 after giving effect to such cash
            payment, and the Company shall demonstrate compliance with its
            obligations under Sections 9.09,9.10 and 9.11 as of the most
            recently ended fiscal quarter, in each case determined on a pro
            forma basis as if the Indebtedness outstanding after giving effect
            to such cash payment had been incurred at the beginning of the
            period for which compliance is measured,

      (c) The following clause (viii) is added before the period at the end of
Section 9.08:


                                       3
<PAGE>

            and (viii) the Senior Notes.

      SECTION 4. Section 9.10. The chart set forth in Section 9.10 of the Credit
is amended for the periods set forth below to read as follows:

            Period                                           Ratio

            April 1, 2001 through September 30, 2001         1.35:1

            October 1, 2001 through June 30, 2002            1.50:1

            July 1, 2002 and thereafter                      2.00:1

      SECTION 5. Section 9.11. (a) The heading of Section 9.11 is amended to
replace to replace the expression "Ratio." with the expression "Ratios. (a)",
and the chart set forth in Section 9.11(a) of the Credit Agreement is amended
for the periods set forth below to read as follows:

            Period                                           Ratio

            April 1, 2001 through June 30, 2001              6.75:1

            July 1,2001 through September 30,2001            6.30:1

            October 1, 2001 through December 31, 2001        5.50:1

            January 1,2002 through March 31,2002             5.25:1

            April 1, 2002 through June 30, 2002              5.00:1

            July 1, 2002 and thereafter                      4.75:1

      (b) Section 9.11(a) of the Credit Agreement is amended to add the
following sentence at the end thereof:

            For purposes of this Section 9.11, Funded Indebtedness as at June
      30, 2001 shall be calculated net of cash and cash equivalents of the
      Company on such date (up to an aggregate amount of cash and cash
      equivalents not to exceed $25,000,000).

      (c) Section of 9.11 of the Credit Agreement is further amended to add the
following subsection (b) at the end thereof:

            (b) The Company will not permit the ratio on any date of (i) Working
      Capital Obligations on such date to (ii) Cash Flow, calculated as of the
      Relevant Quarter End for the four fiscal quarters then ended, to exceed
      2.5:1. For purposes of this Section 9.11(b), "Relevant Quarter


                                       4
<PAGE>

      End" shall mean the end of the most recently ended fiscal quarter for
      which financial statements have been delivered pursuant to Section
      9.01(a) or (b).

      SECTION 6. Section 9.22. Section 9.22 of the Credit Agreement is amended
to delete the proviso thereto.

      SECTION 7. Schedule I. Schedule I to the Credit Agreement is amended to
delete the words "Purchase Note, Purchase Security Agreement,".

      SECTION 8. Exhibit J. Exhibit J to the Credit Agreement is amended to read
as set forth in Exhibit J hereto.

      SECTION 9. Waiver. The. Lenders waive the provisions of (i) Section 9.22
to the extent (and only to the extent) necessary to permit the Company to redeem
its 11 1/2% Senior Notes Due 2002 (the "Old Notes") within 75 days after the
Amendment Effective Date (as hereinafter defined) and (ii) Section 9.08 to the
extent (and only to the extent) necessary to permit the Old Notes to remain
outstanding during such period. For the avoidance of doubt, the Lenders and the
Administrative Agent confirm that upon such redemption the Old Notes will have
been refinanced on terms and conditions reasonably satisfactory to them, and
further confirm that the QPF Acquisition does not require their consent as long
as it is made in accordance with Section 9.12(v) of the Credit Agreement.

      SECTION 10. Decreased Commitments. The aggregate amount of the Working
Capital Commitments is decreased on and as of the Amendment Effective Date (as
hereinafter defined) by $16,000,000 to $80,000,000, and each Lender's Working
Capital Commitment on and as of the Amendment Effective Date is the amount set
forth opposite its name on the signature pages hereof.

      SECTION 11. Representations of Company. The Company represents and
warrants that (1) the representations and warranties of the Company and its
Subsidiaries made in each Basic Document shall be true (or, in the case of Basic
Documents which are not Financing Documents, true in all material respects) on
and as of the Amendment Effective Date (as hereinafter defined) to the same
extent as they would be required to be under SectIon 7.01(b) on the occasion of
any Loan or issuance of any Letter of Credit and (ii) no Default will have
occurred and be continuing on such date.

      SECTION 12. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                       5
<PAGE>

      SECTION 13 Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective on the date (the "Amendment Effective
Date") when the Administrative Agent shall have received (I) from each of the
Company and the Majority Lenders a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof, (ii) from
the Company for the account of each Lender which has delivered an executed
counterpart hereof (or satisfactory confirmation thereof) to the Administrative
Agent on or before June 13, 2001, an amendment fee equal to 0.10% of such
Lender's Working Capital Commitment as in effect immediately prior to the
Amendment Effective Date, and (iii) evidence satisfactory to the Administrative
Agent of the receipt by the Company of at least $192,500,000 but no more than
$275,000,000 in gross cash proceeds from the issuance and sale of its 10 3/4%
Senior Notes due 2011 substantially in the form described in the Preliminary
Offering Memorandum dated June 2, 2001 and distributed to the Lenders on June
4,2001.


                                       6
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                                       APPLIED EXTRUSION TECHNOLOGIES,
                                       INC.

                                       By/s/ Anthony J. Allott
                                         -------------------------------
                                         Name: Anthony J. Allott
                                         Title: Senior Vice President and Chief
                                            Financial Officer

Working Capital Commitment             THE CHASE MANHATTAN BANK
$13,777,777.78

                                       By/s/ Peter A. Dedousis
                                         --------------------------------
                                         Name: Peter A. Dedousis
                                         Title: Managing Director

Working Capital Commitment             LASALLE BUSINESS CREDIT, INC.
$15,746,031.77

                                       By/s/ John S. Eby
                                         --------------------------------
                                         Name: John S. Eby
                                         Title: Vice President

Working Capital Commitment             FLEET NATIONAL BANK
$13,777,777.78

                                       By/s/ Thomas E. Hjerpe
                                         --------------------------------
                                         Name: Thomas E. Hjerpe
                                         Title: Authorized Officer


                                        7
<PAGE>

Working Capital Commitment             PNC BANK, N.A.
$13,206,349.20

                                       By/s/ Craig T. Sheetz
                                         --------------------------------
                                         Name: Craig T. Sheetz
                                         Title: Vice President

Working Capital Commitment             FIRST UNION NATIONAL BANK
$14,603,174.59

                                       By/s/ John T. Trainor
                                         --------------------------------
                                         Name: John T. Trainor
                                         Title: Vice President

Working Capital Commitment             PROVIDENT BANK
$8,888,888.89

                                       By/s/ Jose V. Garde
                                         -------------------------------
                                         Name: Jose V. Garde
                                         Title: Vice President


                                       8
<PAGE>

                                                                       EXHIBIT J

                             FORM OF INVENTORY NOTE

 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE
          ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT
           COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY
                      TO THE ISSUER THAT REGISTRATION UNDER
                            SAID ACT IS NOT REQUIRED.

                                      NOTE
$____________                                                    _________, 2001

          THIS NOTE is made as of the date stated above by APPLIED EXTRUSION
TECHNOLOGIES, INC., a Delaware corporation ("Debtor"), to the order of QPF, LLC,
a Mississippi limited liability company ("Secured Party").

                                    ARTICLE I

                                     PAYMENT

      FOR VALUE RECEIVED. Debtor hereby promises to pay to the order of Secured
Party, on or before [230th day after issuance] (the "Maturity Date"), at Secured
Party's office at c/o Hood Companies, Inc., 623 Main Street, Suite 100,
Hattiesburg, Mississippi 39403, or such other place as Secured Party may from
time to time designate in writing to Debtor, the principal amount of
___________________ Dollars ($_________), together with interest as specified
below, in repayment of a credit extended by Secured Party to Debtor (the
"Loan"), all in lawful money of the United States of America, as follows:

      1.1 Installments of Interest Debtor shall pay Secured Party interest on
the amount of the principal balance outstanding under this Note from time to
time at the following rates:

            (i)   from the date of initial issuance of this Note to and
                  including the Maturity Date, a per annum rate of zero percent
                  (0%); and

            (ii)  from the Maturity Date, a per annum rate of fifteen percent
                  (15%).

Unless otherwise agreed by Secured Party, all installments of principal and
Interest shall be applied first to interest at the rate herein specified to the
date of receipt of payment and the balance shall be applied on account of
principal. Interest shall be computed for any period as excluding the first day
of such period but including the last day of such period, on a daily basis and
on the basis of a three hundred sixty (360) day year. All accrued but unpaid
interest shall be due and payable upon the payment in full hereof.


                                      - 2 -
<PAGE>

      1.2 Payment of Indebtedness at Maturity. The term "Indebtedness" shall
mean the indebtedness evidenced by this Note, including the principal and all
interest, and all fees, costs and expenses incurred by Secured Party in
connection with the Loan that are reimbursable by Debtor, and all other sums due
or required to be paid to Secured Party under the Security Agreement (described
below). The entire Indebtedness shall be due and payable on the Maturity Date.
Debtor acknowledges that Secured Party has no obligation to refinance the Loan
at maturity.

      1.3 Mandatory Prepayments. Debtor shall prepay, without premium or
penalty, unpaid principal under this Note in the amount of the purchase price
paid by Debtor for any Inventory (as defined in the Purchase Agreement referred
to below) determined pursuant to Exhibit E to the Purchase Agreement which is
consumed or sold, such payments to be made within forty-five (45) days of
consumption or shipment (as applicable) of such Inventory.

      1.4 Optional Prepayments. Debtor reserves the right to prepay, without
premium or penalty, any unpaid principal of this Note, in whole or in part,
provided that Debtor gives Secured Party not less than two (2) business days'
prior written notice of its intention to do so. Any payment of this Note in full
shall be accompanied by the payment of all accrued and unpaid interest and any
other amounts due hereunder.

      1.5 Payment Time. All payments shall be delivered in good funds to
Secured Party prior to 2:30 p.m., Central Time, on the date due at its principal
office set forth above, or at such other place as Secured Party designates in
writing.

      1.6 Time of Essence. Time is of the essence of this Note.

                                   ARTICLE II

                          SECURITY DEFAULT AND REMEDIES

      2.1 Security for Payment. Payment of this Note is secured by the
"Inventory Security Agreement" (as such term is defined in the Asset Purchase
Agreement dated as of May 3, 2001, as from time to time in effect (the "Purchase
Agreement"), pursuant to which Secured Party sold certain assets to the Debtor;
as from time to time in effect, the "Security Agreement") from Debtor to Secured
Party.

      2.2 Events of Default. The following constitute events of default under
this Note ("Default"): (a) failure of Debtor to pay any amount of Indebtedness
when due, whether principal or otherwise and whether as an installment, on the
Maturity Date or otherwise; or (b) any "Default" as such term is defined in
clauses (b) and (c) of the definition thereof contained in the Security
Agreement.

      2.3 Acceleration of Maturity. At any time after the occurrence of any
Default and at the option of Secured Party, the entire principal balance under
this Note, together with all other Indebtedness (including all sums expended by
Secured Party in connection with such Default), shall upon notice to Debtor
become immediately due and payable.


                                     - 3 -
<PAGE>

      2.4 Attorneys' Fees. If any counsel (whether an employee of Secured Party
or otherwise) is employed, retained or engaged (a) upon a Default, to collect
the Indebtedness or any part thereof, whether or not legal proceedings are
instituted by Secured Party, (b) to represent Secured Party in any bankruptcy,
reorganization, receivership, or other proceedings affecting creditors' rights
and involving Debtor or a claim under this Note, (c) upon a Default, to enforce
the liens or security interests created by the Security Agreement, or (d) to
represent Secured Party in any other proceedings in connection with the Security
Agreement or the property described therein, then Debtor shall pay on demand to
Secured Party all related reasonable attorneys' fees, time charges and expenses
as a part of the Indebtedness; provided however, that Secured Party shall be
entitled to such fees, charges and expenses only to the extent that Debtor has
agreed to pay such fees, charges and expenses in the Security Agreement.

      2.5 Secured Party's Remedies. Upon Default, Secured Party, at its option,
may proceed to exercise any other rights and remedies available to Secured Party
under the Security Agreement and to exercise any other rights and remedies
against Debtor or with respect to this Note which Secured Party may have at law,
at equity or otherwise. Secured Party's remedies under this Note, or the
Security Agreement shall be cumulative and concurrent and may be pursued singly,
successively, or together against Debtor, and any security described in the
Security Agreement. Secured Party may resort to every other right or remedy
available at law or in equity without first exhausting the rights and remedies
contained herein, all in Secured Party's sole discretion. Failure of Secured
Party, for any period of time or on more than one occasion, to exercise its
option to accelerate the Maturity Date shall not constitute a waiver of that
right, at any time during the Default or in the event of any subsequent Default.
Secured Party shall not by any other omission or act be deemed to waive any of
its rights or remedies unless such waiver is written and signed by an officer of
Secured Party, and then only to the extent specifically set forth. A waiver in
connection with one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy in connection with a subsequent event.

                                   ARTICLE III

                                  OTHER MATTERS

      3.1 Waivers. Except as expressly provided herein or in the Security
Agreement, Debtor hereby (a) waives and renounces any and all redemption and
exemption rights and the benefit of all valuation and appraisement privileges,
(b) waives presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor, and notice of protest, (c) waives all notices in
connection with the performance, default, or enforcement or collection of this
Note, and (d) waives any and all lack of diligence and delays in the enforcement
or collection of the Note.

      3.2 Interpretation. The headings of sections and paragraphs in this Note
are for convenience of reference only and shall not be construed in any way to
limit or define the content, scope, or intent of the provisions. The use of
singular and plural nouns, and masculine, feminine, and neuter pronouns, shall
be fully interchangeable, where the context so requires. If any provision of
this Note, or any paragraph, sentence, clause, phrase, or word, or the
application thereof, in any circumstances, is adjudicated to be invalid or
unenforceable, the validity or


                                     - 4 -
<PAGE>

enforceability of the remainder of this Note shall be construed as if such
invalid or unenforceable part were never included.

      3.3 Business Loan. Debtor hereby represents that the Loan constitutes a
"business loan" within the purview of 815 ILCS 205/4(1)(c), as amended.

      3.4 Interest Laws. Secured Party and Debtor intend to comply with the laws
of the State of Illinois with regard to the rate of interest charged.
Notwithstanding any provision to the contrary in this Note or the Security
Agreement, no such provision shall require the payment or permit the collection
of any amount ("Excess Interest") in excess of the maximum amount of interest
permitted by law to be charged for the use or detention, or the forbearance in
the collection, of all or any portion of the Indebtedness. If any Excess
Interest is provided for, or is adjudicated to be provided for, in this Note or
the Security Agreement, then in such event (a) the provisions of this paragraph
shall govern and control; (b) Debtor shall not be obligated to pay any Excess
Interest; (c) any Excess Interest that Secured Party may have received shall, at
the option of Secured Party, be (i) applied as a credit against the then
outstanding principal balance of the Loan, accrued and unpaid interest thereon
not to exceed the maximum amount permitted by law, or both, (ii) refunded to the
payor, or (iii) so applied or refunded in any combination of the foregoing; (d)
the applicable interest rate shall be automatically subject to reduction to the
maximum lawful contract rate allowed under the applicable usury laws of the
State, and this Note and the Security Agreement shall be deemed to have been,
and shall be, reformed and modified to reflect such reduction in the applicable
interest rate; and (e) Debtor shall not have any action against Secured Party
for any damages whatsoever arising out of the payment or collection of Excess
Interest.

      3.5 Subsequent Holders. Upon any endorsement, assignment, or other
transfer of this Note by Secured Party or by operation of law, the term "Secured
Party" shall mean such endorsee, assignee, or other transferee or successor to
Secured Party then becoming the holder of this Note.

      3.6 Subsequent Obligors. This Note shall be binding on all persons
claiming under or through Debtor. The term "Debtor", as used herein, shall
include the respective successors, assigns, legal and other representatives of
Debtor.

      3.7 Governing Law. This Note shall be governed by and construed in
accordance with the domestic laws of the State of Illinois without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Illinois or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Illinois.

      3.8 Severability. Any term or provision of this Note that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.


                                     - 5 -
<PAGE>

      3.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, DEBTOR HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT
OR CONTRACT OR OTHERWISE.

      IN WITNESS WHEREOF, Debtor has caused this Note to be executed as of the
date first stated above.

                                            APPLIED EXTRUSION TECHNOLOGIES. INC.


                                            By:
                                                 -------------------------------
                                            Its:
                                                 ------------------------------


                                     - 6 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>dex102.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                                                                  EXECUTION COPY


________________________________________________________________________________

                           ASSET PURCHASE AGREEMENT



                            Dated as of May 3, 2001


                                     Among


                     Applied Extrusion Technologies, Inc.,


                                   QPF, LLC


                                      and


                             Hood Companies, Inc.

________________________________________________________________________________
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                       <C>
1.    Definitions....................................................................................................      1
      1.1.   Defined Terms...........................................................................................      1
      1.2.   Rules of Construction...................................................................................      7

2.    Acquisition of Assets by Buyer.................................................................................      7
      2.1.   Purchase and Sale of Assets.............................................................................      7
      2.2.   Excluded Assets.........................................................................................      8
      2.3.   Assumption of Liabilities...............................................................................      9
      2.4.   Liabilities Not Assumed.................................................................................     10
      2.5.   Purchase Price..........................................................................................     10
      2.6.   Inventory Amount Calculations...........................................................................     12
      2.7.   Determination of Amounts................................................................................     12
      2.8.   The Closing.............................................................................................     13
      2.9.   Deliveries at the Closing...............................................................................     13
      2.10.  Preliminary Allocation of Purchase Price................................................................     14
      2.11.  Employees...............................................................................................     14


3.    Representations and Warranties of the Selling Parties..........................................................     14
      3.1.   Organization of the Selling Parties.....................................................................     14
      3.2.   Authorization of Transaction............................................................................     15
      3.3.   Noncontravention........................................................................................     15
      3.4.   Brokers' Fees...........................................................................................     15
      3.5.   Title to Assets.........................................................................................     15
      3.6.   All Assets Necessary to Conduct Business................................................................     15
      3.7.   Absence of Changes......................................................................................     16
      3.8.   Legal and Other Compliance..............................................................................     17
      3.9.   No Seller Material Adverse Effect.......................................................................     17
      3.10.  Intellectual Property...................................................................................     17
      3.11.  Inventories.............................................................................................     18
      3.12.  Contracts...............................................................................................     18
      3.13.  Litigation..............................................................................................     19
      3.14.  Product Warranties; Defects; Liability..................................................................     19
      3.15.  Distributors, Customers, Suppliers......................................................................     19
      3.16.  No Illegal Payments, Etc................................................................................     19
      3.17.  Consents................................................................................................     20
      3.18.  Financial Statements....................................................................................     20

4.    Representations and Warranties of the Buyer....................................................................     20
      4.1.   Organization of the Buyer...............................................................................     20
      4.2.   Authorization for Transaction...........................................................................     20
      4.3.   Noncontravention........................................................................................     21
      4.4.   Legal and Other Compliance..............................................................................     21
      4.5.   Litigation..............................................................................................     21
      4.6.   No Illegal Payments, Etc................................................................................     21
      4.7.   Brokers' Fees...........................................................................................     22
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                       <C>
      4.8.   Security Documents......................................................................................     22
      4.9.   Financial Statements....................................................................................     22
      4.10.  No Buyer Material Adverse Effect........................................................................     22


5.    Covenants......................................................................................................     22
      5.1.   General.................................................................................................     22
      5.2.   Notices and Consents....................................................................................     23
      5.3.   Operation of Business...................................................................................     23
      5.4.   Employees...............................................................................................     23
      5.5.   Full Access.............................................................................................     23
      5.6.   Notice of Developments..................................................................................     23
      5.7.   Exclusivity.............................................................................................     23
      5.8.   Access to Records after Closing.........................................................................     23
      5.9.   Transfer Taxes..........................................................................................     24
      5.10.  Slitting and Shipping Operations........................................................................     24
      5.11.  Accounts Receivable.....................................................................................     24
      5.12.  Closing of Streamwood Facility; Maintenance, Storage, Removal and Shipment of Acquired Assets...........     25
      5.13.  Audited Financial Statements............................................................................     28
      5.14.  Prepayment of Purchase Note.............................................................................     28
      5.15.  Future Assurances.......................................................................................     28


6.    Conditions to Obligation to Close..............................................................................     28
      6.1.   Conditions to Obligation of the Buyer...................................................................     29
      6.2.   Conditions to Obligations of the Selling Parties........................................................     30

7.    Confidentiality................................................................................................     30

8.    Noncompetition.................................................................................................     31
      8.1.  Agreements Not to Compete................................................................................     31
      8.2.  Solicitation of the Buyer's Employees by the Seller......................................................     32
      8.3.  Solicitation of the Seller's Employees by the Buyer......................................................     32


9.    Indemnification................................................................................................     32
      9.1.   Survival of Representations and Warranties..............................................................     32
      9.2.   Indemnity by Selling Parties............................................................................     33
      9.3.   Indemnity by Buyer......................................................................................     34
      9.4.   Matters Involving Third Parties.........................................................................     34

10.   Termination....................................................................................................     35
      10.1.  Termination of Agreement................................................................................     35
      10.2.  Effect of Termination...................................................................................     36

11.   Miscellaneous..................................................................................................     36
      11.1.  Press Releases and Public Announcements.................................................................     36
      11.2.  No Third Party Beneficiaries............................................................................     36
      11.3.  Entire Agreement........................................................................................     36
</TABLE>

                                      ii
<PAGE>

     11.4.   Succession and Assignment......................................  36
     11.5.   Counterparts...................................................  37
     11.6.   Headings.......................................................  37
     11.7.   Notices........................................................  37
     11.8.   Governing Law..................................................  38
     11.9.   Amendments and Waivers.........................................  38
     11.10.  Severability...................................................  38
     11.11.  Expenses.......................................................  38
     11.12.  Construction...................................................  38
     11.13.  Incorporation of Exhibits and Schedules........................  39
     11.14.  Specific Performance...........................................  39
     11.15.  Arbitration....................................................  39
     11.16.  Waiver of Jury Trial...........................................  40

                                      iii
<PAGE>

Exhibits
--------

A    -    Form of Purchase Note

B    -    Form of Purchase Security Agreement

C    -    Form of Inventory Note

D    -    Form of Inventory Security Agreement

E    -    Inventory Valuation Method

F    -    [Intentionally Omitted]

G    -    Bill of Sale

H    -    Assignment and Assumption Agreement

I    -    [Intentionally Omitted]

J    -    Financial Statements

K    -    Form of Opinion of John A. Burnam, Esq.

L    -    Form of Opinion of Ropes & Gray

M    -    Form of Escrow Agreement


Schedules
---------

Schedule 2.1(a)    -     Encumbrances on Acquired Assets

Schedule 2.1(b)    -     Permits

Schedule 2.1(c)    -     Intellectual Property

Schedule 2.1(e)    -     Contracts

Schedule 2.2(i)    -     Other Excluded Assets

Schedule 5.10      -     Wage Rates


Disclosure Schedules -- Exceptions to Representations and Warranties

                                       i
<PAGE>

                           ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the "Agreement") is entered into as of May
3, 2001, by and among (i) Applied Extrusion Technologies, Inc., a Delaware
corporation (the "Buyer"), and (ii) QPF, LLC, a Mississippi limited liability
company (the "Seller"), and Hood Companies, Inc., a Mississippi corporation (the
"Parent"; each of the Seller and the Parent is sometimes referred to herein as
"Selling Party" and collectively as the "Selling Parties"). The Buyer and the
Selling Parties are collectively referred to herein as the "Parties."

     This Agreement contemplates a transaction in which the Buyer will purchase
certain of the assets (and assume certain of the liabilities) of the Seller in
consideration of the Purchase Price (as defined below). The assets to be
purchased by the Buyer all relate to the Seller's oriented polypropylene films
business, known as its QPF Business (the "Business"). The Selling Parties will
continue to engage in its businesses other than the Business after the
consummation of the transactions contemplated hereby. The Seller is a wholly-
owned subsidiary of the Parent.

     Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.

1.   Definitions.
     -----------
     1.1.   Defined Terms.
            -------------
     "AAA" has the meaning set forth in (S) 11.15(a).

     "Acquired Assets" has the meaning set forth in (S) 2.1.

     "Acquired Intellectual Property" means all Intellectual Property included
in the Acquired Assets.

     "Action" means any claim, action, cause of action or suit (in contract or
tort or otherwise), litigation, arbitration, investigation, hearing, charge,
complaint, demand, notice or proceeding to, from, by or before any Governmental
Authority.

     "Affiliate" means, as to any specified Person at any time, (i) each Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such specified Person at such time, (ii) each Person who is
or has been within two years prior to the time in question an officer, director
or direct or indirect beneficial holder of at least 10% of any class of the
outstanding capital stock of such specified Person and the Members of the
Immediate Family of each such officer, director or holder (and, if such
specified Person is a natural person, of such specified Person) and (iii) each
Person of which such specified Person or an Affiliate (as defined in clauses (i)
or (ii) above) thereof shall, directly or indirectly, beneficially own at least
10% of any class of outstanding capital stock or other evidence of beneficial
interest at such time.

     "Agreement" has the meaning set forth in the preamble above.
<PAGE>

     "Asset Purchase Price" has the meaning set forth in (S) 2.5.

     "Assumed Liabilities" has the meaning set forth in (S) 2.3.

     "Balance Sheet Date" means December 31, 2000, the date of the last audited
balance sheet of the Seller relating solely to the Business.

     "Basis" means any past or present fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act or transaction that forms or could reasonably form the basis for
any specified consequence.

     "Business" has the meaning set forth in the preamble above.

     "Business Day" means any day on which banking institutions in Boston,
Massachusetts are customarily open for the purpose of transacting business.

     "Buyer" has the meaning set forth in the preamble above.

     "Buyer Material Adverse Effect" means any change in or effect on the
business, operations, prospects or condition (financial or otherwise) of the
Buyer and its Subsidiaries (taken as a whole) which, when considered either
singly or in the aggregate together with all other adverse changes or effects
with respect to which such phrase is used in this Agreement, is, or poses a
material risk of being, materially adverse to the business, operations,
prospects or condition (financial or otherwise) of the Buyer and its
Subsidiaries (taken as a whole).

     "By-laws" means, with respect to any Person (other than an individual), all
by-laws relating to such Person, as from time to time in effect.

     "Cash" means cash and cash equivalents (including marketable securities and
short term investments).

     "Charter" means the certificate or articles of incorporation or
organization, statute, constitution, joint venture, limited liability company or
partnership agreement or articles or other charter documents of any Person
(other than an individual), each as from time to time in effect.

     "Closing" has the meaning set forth in (S) 2.8.

     "Closing Date" has the meaning set forth in (S) 2.8.

     "Code" means the federal Internal Revenue Code of 1986 or any successor
statute, and the rules and regulations thereunder, and in the case of any
referenced section of any such statute, rule or regulation, any successor
section thereto, collectively and as from time to time amended and in effect.

     "Confidential Information" means any and all information concerning the
Business other than that information which is already generally or readily
obtainable by the public or is publicly known or becomes publicly known through
no fault of either Selling Party or any Affiliate thereof.

                                       2
<PAGE>

     "Contracts" has the meaning set forth in (S) 2.1(e).

     "Contractual Obligation"  means, with respect to any Person, any contract,
agreement, deed, mortgage, lease, license, commitment, undertaking, arrangement
or understanding, written or oral, or other document or instrument, including
without limitation any document or instrument evidencing or otherwise relating
to any indebtedness or guarantee but excluding the Charter and By-laws of such
Person, to which or by which such Person is a party or otherwise subject or
bound or to which or by which any property or right of such Person is subject or
bound.

     "Deposit" has the meaning set forth in (S) 2.5.

     "Disclosure Schedule" has the meaning set forth in (S) 3.

     "Disputed Amount" has the meaning set forth in (S) 2.7.

     "Enforceable" means, with respect to any Contractual Obligation stated to
be Enforceable by or against any Person, that such Contractual Obligation is a
legal, valid and binding obligation enforceable by or against such Person in
accordance with its terms, except to the extent that enforcement of the rights
and remedies created thereby is subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general application
affecting the rights and remedies of creditors and to general principles of
equity (regardless of whether enforceability is considered in a proceeding in
equity or at law).

     "Escrow Agent" has the meaning set forth in (S) 2.5.

     "Escrow Agreement" has the meaning set forth in (S) 2.5.

     "Escrow Amount" has the meaning set forth in (S) 2.5.

     "Excluded Assets" has the meaning set forth in (S) 2.2.

     "Excluded Liability" means any Liability to the extent that it relates to
or arises out of any of the following: (a) any Excluded Asset; (b) any Liability
of either Selling Party which is not an Assumed Liability, including, without
limitation, any Liability specified in (S) 2.4; (c) any inaccuracy in or breach
of any representation or warranty made by either Selling Party in this Agreement
or any other certificate or document executed in connection herewith; and (d)
the non-performance of any covenant or obligation to be performed under this
Agreement by either Selling Party at any time.

     "Financial Statements" has the meaning set forth in (S) 3.18.

     "GAAP" means United States generally accepted accounting principles as in
effect from time to time, applied on a basis consistent with their application
in the audited financial statements for the year ended December 31, 2000
referred to in (S) 3.18.

     "Governmental Authority" means any United States federal, state or local or
any foreign government, governmental authority, regulatory or administrative
agency, governmental

                                       3
<PAGE>

commission, court or tribunal (or any department, bureau or division thereof) or
any arbitral body.

     "Indemnified Party" has the meaning set forth in (S) 9.4(a).

     "Indemnifying Party" has the meaning set forth in (S) 9.4(a).

     "Independent Accountant" has the meaning set forth in (S) 2.7.

     "Intellectual Property" means the entire right, title and interest in and
to all proprietary rights of every kind and nature, including patents,
copyrights, Trademarks, mask works, trade secrets and proprietary information,
all applications for any of the foregoing, and any Contractual Obligations
granting rights related to the foregoing (i) subsisting in, covering, reading
on, directly applicable to or existing in the Products or Technology, including,
without limitation, all Intellectual Property identified in Schedule 2.1(c);
                                                            ---------------
(ii) that are owned, licensed or controlled in whole or in part by the Seller
and relate to the Business; or (iii) that are used or useful in or necessary or
desirable to the development, manufacture, sales, marketing or testing of the
Products.

     "Inventory" has the meaning set forth in (S) 2.1(f).

     "Inventory Note" has the meaning set forth in (S) 2.5.

     "Inventory Security Agreement" has the meaning set forth in (S) 2.5.

     "Knowledge" means actual knowledge after reasonable investigation.

     "Legal Requirement" means any federal, state, local or foreign law,
statute, standard, ordinance, code, order, rule, regulation, resolution or
promulgation, or any order, judgment or decree of any Governmental Authority, or
any license, franchise, permit or similar right granted under any of the
foregoing, or any similar provision having the force and effect of law.

     "Liability" means any liability or obligation (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, whether incurred or
consequential and whether due or to become due), including, without limitation,
any liability for Taxes.

     "Lien" means any mortgage, pledge, lien, security interest, charge, adverse
or prior claim, encumbrance, restriction on transfer, conditional sale or other
title retention device or arrangement (including without limitation a capital
lease), transfer for the purpose of subjection to the payment of any Debt or
other obligation, or restriction on the creation of any of the foregoing,
whether relating to any property or right or the income or profits therefrom;
provided, however, that the term "Lien" shall not include (i) statutory liens
--------  -------
for Taxes to the extent that the payment thereof is not in arrears or otherwise
due, (ii) encumbrances in the nature of zoning restrictions, easements, rights
or restrictions of record on the use of real property if the same do not detract
from the value of such property or impair its use in the Business as currently
conducted, (iii) statutory or common law liens to secure landlords, lessors or
renters under leases or rental agreements confined to the premises rented to the
extent that no payment or

                                       4
<PAGE>

performance under any such lease or rental agreement is in arrears or is
otherwise due, (iv) deposits or pledges made in connection with, or to secure
payment of, worker's compensation, unemployment insurance, old age pension
programs mandated under applicable Legal Requirements or other social security,
(v) statutory or common law liens in favor of carriers, warehousemen, mechanics
and materialmen, statutory or common law liens to secure claims for labor,
materials or supplies and other like liens, which secure obligations to the
extent that payment thereof is not in arrears or otherwise due, and (vi) Liens
created by the Security Agreements.

     "Losses" has the meaning set forth in (S) 9.2.

     "Members of the Immediate Family" with respect to any individual, means
each spouse, parent, brother, sister or child of such individual, each spouse of
any such Person, each child of any of the aforementioned Persons, each trust
created in whole or in part for the benefit of one or more of the aforementioned
Persons and each custodian or guardian of any property of one or more of the
aforementioned Persons.

     "Note" means each of the Inventory Note and the Purchase Note.

     "Ordinary Course of Business" means the ordinary course of business with
respect to the Business, consistent with past custom and practice (including
with respect to quantity and frequency).

     "Parent" has the meaning set forth in the Preamble.

     "Party" and "Parties" have the meanings set forth in the preamble above.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization, or a Governmental Authority.

     "Products" means all current products and services of the Seller relating
to the Business, any subsequent versions of such products currently being
developed, any products currently being developed by the Seller which are
designed to supersede, replace or function as a component of such products, and
any upgrades, enhancements, improvements and modifications to the foregoing.

     "Purchase Note" has the meaning set forth in (S) 2.5.

     "Purchase Price" has the meaning set forth in (S) 2.5.

     "Purchase Security Agreement" has the meaning set forth in (S) 2.5.

     "Raw Materials and Supply Inventory Amount" has the meaning set forth in
(S) 2.6.

     "Security Agreement(s)" means each of the Purchase Security Agreement and
the Inventory Security Agreement.

                                       5
<PAGE>

     "Seller" has the meaning set forth in the preamble.

     "Seller Material Adverse Effect" means any change in or effect on the
Acquired Assets or the Business which, when considered either singly or in the
aggregate together with all other adverse changes or effects with respect to
which such phrase is used in this Agreement, is, or poses a material risk of
being, materially adverse to the Acquired Assets or the Business, including
without limitation with respect to the use, operation, value or condition of the
Acquired Assets or the business, operations, prospects or condition (financial
or otherwise) of the Business.

     "Selling Parties" has the meaning set forth in the Preamble.

     "Streamwood Facility" means the real property and buildings owned by the
Seller located in Streamwood, Illinois and used in the conduct of the Business.

     "Subsidiary" means with respect to any Person, (i) any corporation at least
a majority of whose outstanding voting stock is owned, directly or indirectly,
by such Person or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries; (ii) any general partnership, joint venture or
similar entity, at least a majority of whose outstanding partnership or similar
interests shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries; and (iii)
any limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, "voting stock" means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person other
than shares, interests, participations or other equivalents having such power
only by reason of the occurrence of a contingency.

     "Tax" or "Taxes" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code (S) 59A),
customs duties, capital stock, franchise, profits, withholding, social security
(or similar, including FICA), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

     "Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

     "Technology" means all inventions, copyrightable works, discoveries,
innovations, know-how, information (including ideas, research and development,
know-how, formulas, compositions, processes and techniques, technical data,
designs, drawings, specifications, customer and supplier lists, pricing and cost
information, business and marketing plans and proposals, documentation, and
manuals), computer software, computer hardware, integrated circuits and
integrated circuit masks, electronic, electrical and mechanical equipment and
all other forms of technology, including improvements, modifications,
derivatives or changes,

                                       6
<PAGE>

whether tangible or intangible, embodied in any form, whether or not protectible
or protected by patent, copyright, mask work right, trade secret law or
otherwise.

     "Third Party Claim" has the meaning set forth in (S) 9.4(a).

     "Trademarks" means any trademarks, service marks, trade dress, and logos,
together with all translations, adaptations, derivations, and combinations
thereof and including all goodwill associated therewith.

     "Transaction Document" means each of this Agreement, each Note, each
Security Agreement, the Bill of Sale referred to in (S) 2.9(a), the Assignment
and Assumption Agreement referred to in (S) 2.9(b) and the Escrow Agreement.

     "WARN" means the Worker Adjustment and Retraining Act of 1988, as from time
to time in effect.

     "Work-in-Process and Finished Goods Inventory Amount" has the meaning set
forth in (S) 2.6.

     1.2.   Rules of Construction. The following provisions shall be applied
            ---------------------
wherever appropriate herein: (a) "herein", "hereby", "hereunder", "hereof" and
other equivalent words shall refer to this Agreement as an entirety and not
solely to the particular portion of this Agreement in which any such word is
used; (b) all definitions set forth herein shall include the singular and the
plural; (c) wherever used herein, any pronoun shall be deemed to include both
the singular and plural and to cover all genders; (d) except as otherwise stated
herein, all references or citations in this Agreement to statutes or regulations
or statutory regulatory provisions, shall, when the context requires, be
considered citations to such statutes, regulations or provisions as in effect as
of the Closing Date; and (e) any references herein to a particular Section,
Article, Exhibit or Schedule means a Section or Article of, or Schedule or
Exhibit to, this Agreement unless another agreement is specified.

2.   Acquisition of Assets by Buyer.
     ------------------------------

     2.1.   Purchase and Sale of Assets. The Seller agrees to sell and transfer
            ---------------------------
to the Buyer, and the Buyer agrees to purchase from the Seller at the Closing,
subject to the exclusions contained in (S) 2.2 and subject to and upon the other
terms and conditions contained herein, free and clear of any Lien whatsoever,
except those Liens listed on Schedule 2.1(a), the following assets of the Seller
                             ---------------
(collectively, the "Acquired Assets"), and no other assets of the Seller:


            (a)     All assets of the Seller which were used or useful in the
     conduct of the Business on the Balance Sheet Date, and all assets of the
     Seller that have been acquired since the Balance Sheet Date for use or used
     in the Business (other than assets that have been disposed of in the
     Ordinary Course of Business since the Balance Sheet Date), including
     without limitation all such assets as constitute tangible personal property
     (such as machinery, equipment, control systems, inventories, raw materials,
     supplies, manufactured and purchased parts, works in process, finished
     goods, computer and office equipment, furniture, automobiles, trucks,
     tractors, trailers, tools, jigs and dies) used or useful in connection with
     the conduct of the Business, provided that if on the Closing
                                  --------

                                       7
<PAGE>

     Date the court order referred to in (S) 3.13 of the Disclosure Schedule
     remains in effect, the assets subject thereto shall be excluded from the
     Acquired Assets and retained by the Seller, the Seller thereafter shall use
     its best efforts to cause such court order to be vacated so that it is no
     longer in effect, the Seller shall as promptly as practicable after such
     court order is no longer in effect convey such assets to the Buyer and
     thereupon such assets shall constitute part of the Acquired Assets;

            (b)     All rights of the Seller under all licenses (other than as
     set forth in (S) 2.1(c)), permits, authorizations, orders, registrations,
     certificates, approvals, consents and franchises used or useful in
     connection with the conduct of the Business or any pending applications
     relating to any of the foregoing, except in each case those which would not
     be required by the Buyer to own and operate the Acquired Assets and conduct
     the Business in a location other than the Streamwood Facility or which are
     applicable solely to the Streamwood Facility, including without limitation
     all governmental permits, licenses, authorizations, approvals and consents
     described on Schedule 2.1(b);
                  ---------------

            (c)     All Intellectual Property used or useful in connection with
     the conduct of the Business, goodwill associated therewith, licenses and
     sublicenses granted in respect thereto and rights thereunder, remedies
     against infringements thereof and rights to protection of interest therein,
     including, without limitation, the Intellectual Property described on
     Schedule 2.1(c);
     ---------------

            (d)     All customer, distributor, supplier and mailing lists used
     or useful in connection with the conduct of the Business;


            (e)     All rights of the Seller under Contractual Obligations
     relating to the conduct of the Business (the "Contracts") described on
     Schedule 2.1(e);
     ---------------

            (f)     All raw materials, supply, work-in-process and finished
     goods inventories of the Seller, whether or not located on premises owned
     or leased by the Seller (together, the "Inventory");

            (g)     All files, plans, documents, correspondence, lists,
     drawings, notebooks, specifications, creative materials, advertising and
     promotional materials, marketing materials, studies, reports, equipment
     repair, maintenance or service records relating to the conduct of the
     Business whether written or electronically stored or otherwise recorded;
     and

            (h)     All of the Seller's rights to the use of the name "QPF" and
     any variations thereof.

     2.2.   Excluded Assets. There shall be excluded from the Acquired Assets to
            ---------------
be sold, assigned, transferred, conveyed and delivered to Buyer hereunder, and
to the extent in existence on the Closing Date, there shall be retained by the
Seller, the following assets, properties and rights (collectively, the "Excluded
Assets"):

            (a)     Cash;

                                       8
<PAGE>

            (b)     All real property, buildings thereon, and easements, rights-
     of way, and other appurtenant rights thereto (such as appurtenant rights in
     and to public streets), including, without limitation, the Streamwood
     Facility ;


            (c)     All rights with respect to leasehold interests and subleases
     and rights thereunder, in each case relating to real property;

            (d)     All accounts receivable and notes receivable;

            (e)     All claims, deposits, prepayments, refunds, causes of
     action, choses in action, rights of recovery, rights of set off and rights
     of recoupment which have arisen in connection with the conduct of the
     Business by the Seller and do not relate specifically to the Acquired
     Assets;

            (f)     All rights in and with respect to the assets associated with
     all employee plans;

            (g)     All rights in and with respect to insurance policies, except
     for any proceeds of such insurance and claims therefor relating to the
     Acquired Assets in an aggregate amount not exceeding the Asset Purchase
     Price;

            (h)     All corporate financial, computer, real estate and human
     resource systems that are used by the Seller in other aspects of its
     business or that relate primarily to an Excluded Asset (without giving
     effect to this clause (h));

            (i)     All assets described on Schedule 2.2(i); and
                                            ---------------
            (j)     All other assets as the Buyer and Seller may mutually agree
     upon at any time at or prior to the later of (i) the Closing or (ii) 30
     days after all manufacturing activities have ceased at the Streamwood
     Facility.

     2.3.   Assumption of Liabilities. On the terms and subject to the
            -------------------------
conditions set forth herein, from and after the Closing, the Buyer will assume
and satisfy or perform when due only the following Liabilities of the Seller
(the "Assumed Liabilities"):

            (a)     All Liabilities under the Contracts listed in Schedule
                                                                  --------
     2.1(e) arising after the Closing other than Liabilities arising from any
     ------
     breach or default occurring prior to the Closing;

            (b)     All Liabilities for Products manufactured or sold, or
     services rendered, by the Buyer after the Closing; and

            (c)     All Liabilities relating to or arising out of the ownership
     or use by the Buyer of the Acquired Assets, or the conduct by the Buyer of
     the Business, in each case after the Closing, including without limitation
     all such Liabilities of the Buyer in respect of Taxes;

provided, however, that the Assumed Liabilities shall in no event include any
--------  -------
Excluded Liability.

                                       9
<PAGE>

     2.4.   Liabilities Not Assumed. Except as expressly set forth in this
            -----------------------
Agreement, and without increasing the scope of the Assumed Liabilities by
implication, the Buyer will not assume or perform any Liabilities not
specifically contemplated by (S) 2.3 to be Assumed Liabilities nor any of the
following Liabilities (whether or not so contemplated by (S) 2.3):

            (a)     Any Liability relating to or arising out of products
     manufactured and sold or services rendered by the Seller prior to the
     Closing Date, and any liability to the extent it relates to or arises out
     of products manufactured by the Seller prior to the Closing Date and sold
     by the Buyer after the Closing Date which were not in conformity with the
     Seller's written specifications therefor;

            (b)     Any Liability of the Seller for making payments or providing
     benefits of any kind to its employees or former employees, including,
     without limitation, (i) as a result of the sale of the Acquired Assets or
     as a result of the termination by the Seller of any employees, (ii) any
     Liability arising out of, or relating to, WARN, (iii) any Liability to
     provide former employees so-called COBRA continuation coverage, (iv) any
     Liability in respect of medical and other benefits for existing and future
     retirees, and (v) any Liability in respect of work-related employee
     injuries or worker's compensation claims; and

            (c)     Any Liability in respect of the Seller for accounts payable,
     Taxes or other accrued liabilities, except for any liability in respect of
     transfer taxes pursuant to (S) 5.9.

     2.5.  Purchase Price. In consideration for the Acquired Assets, the Buyer
           --------------
agrees to assume the Assumed Liabilities and to deliver to the Seller as set
forth below in this (S) 2.5, (i) $15,000,000 (the "Asset Purchase Price") plus
                                                                          ----
(ii) a note, in substantially the form attached hereto as Exhibit C (the
"Inventory Note"), payable to the Buyer in an amount equal to the sum of the Raw
Materials and Supply Inventory Amount plus the Work-in-Process and Finished
                                      ----
Goods Inventory Amount, ((i) and (ii) together, the "Purchase Price").

            (a)     The Purchase Price shall be payable by the Buyer to the
                    Seller as follows:

                    (i)    Concurrently with the execution and delivery of this
            Agreement, the Buyer is delivering to the Seller, by wire transfer
            of immediately available funds, the amount of $2,000,000 (the
            "Deposit") in prepayment of a portion of the Asset Purchase Price.
            The Seller shall be entitled to retain the Deposit whether or not
            the Closing actually occurs, unless any of the following shall have
            occurred: (A) the Seller shall have failed to issue a WARN notice
            with respect to all of the employees at the Streamwood facility not
            more than five (5) Business Days after the date hereof; (B) the
            Seller shall have failed to publicly announce the transactions
            contemplated hereby not more than five (5) Business Days after the
            date hereof; (C) after the date hereof, the Seller shall have failed
            to provide the Buyer and its representatives with full access to the
            Streamwood Facility, all of the Acquired Assets and all employees
            engaged in the Business; or (D) the Selling Parties shall have
            failed to assist the Buyer in conducting an orderly transition of
            the Business from the Seller to the Buyer in accordance with the
            last sentence of (S) 5.3; provided, however, that, if the Closing
                                      --------  -------
            shall not occur by virtue of either (A)

                                      10
<PAGE>

            a willful or grossly negligent failure by either of the Selling
            Parties to satisfy any condition set forth in (S) 6.1 or (B) the
            Buyer having terminated this Agreement pursuant to (S) 10.1(b) and
            if a basis for such termination arose by virtue of a willful or
            grossly negligent act, failure to act or omission by either of the
            Selling Parties, then the Seller shall promptly, and in any event
            within two (2) Business Days, return the Deposit to the Buyer.

                    (ii)    Concurrently with the execution and delivery of this
            Agreement, the Buyer is delivering to State Street Bank and Trust
            Company, as Escrow Agent (the "Escrow Agent"), pursuant to the
            Escrow Agreement in substantially the form attached hereto as
            Exhibit M (as from time to time in effect, the "Escrow Agreement")
            the amount of $4,000,000 (the "Escrow Amount"). Such funds shall be
            held by the Escrow Agent in accordance with the terms of the Escrow
            Agreement and shall be delivered to the Seller at the Closing in
            payment of a portion of the Asset Purchase Price. The Seller shall
            be paid the Escrow Amount whether or not the Closing actually
            occurs, unless the Closing shall not occur by virtue of either (A) a
            failure by the Selling Parties to satisfy any condition set forth in
            (S) 6.1 or (B) the Buyer having terminated this Agreement pursuant
            to (S) 10.1(b), in which event the Escrow Amount shall be returned
            to the Buyer.

                    (iii)   At the Closing, the Buyer shall pay the balance of
            the Asset Purchase Price ($9,000,000) by executing and delivering to
            the Seller a note in substantially the form attached hereto as
            Exhibit A (the "Purchase Note"). The Buyer's payment of the Purchase
            Note shall be secured by a security interest in all of the Acquired
            Assets other than the Inventory pursuant to a Purchase Security
            Agreement (the "Purchase Security Agreement") in substantially the
            form of Exhibit B hereto, which the Buyer shall execute and deliver
            to the Seller at the Closing.

                    (iv)    At the Closing, the Buyer shall execute and deliver
            to the Seller the Inventory Note. The Buyer's payment of the
            Inventory Note shall be secured by a security interest in the
            Inventory pursuant to an Inventory Security Agreement (the
            "Inventory Security Agreement") in substantially the form of Exhibit
            D hereto, which the Buyer shall execute and deliver to the Seller at
            the Closing.

            (b)     The Buyer will use its reasonable commercial efforts to
     consume or sell the Inventory. The Buyer will remit cash payments to the
     Seller in the amount of the purchase price paid by the Buyer for any
     Inventory determined pursuant to Exhibit E which is consumed or sold, such
     payments to be made within forty-five (45) days of consumption or shipment
     (as applicable) of such Inventory as a mandatory prepayment of the
     Inventory Note. Each such payment shall automatically reduce the balance
     outstanding on the Inventory Note by the amount of such payment, and the
     Buyer shall pay the outstanding balance on the Inventory Note, if any, to
     the Seller on the date which is 230 days after the Closing Date.

                                      11
<PAGE>

     2.6.   Inventory Amount Calculations.
            -----------------------------
            (a)     Raw Materials and Supply Inventory. On the Business Day
                    ----------------------------------
     prior to the Closing Date, the Buyer and the Seller shall together conduct
     a physical count of that portion of raw materials and supply inventory
     acquired and held by the Seller for use in the Business in the Ordinary
     Course of Business that will not be slow moving or obsolete as of the
     Closing Date. The Seller shall prepare, and shall furnish to the Buyer on
     the Business Day prior to the Closing Date, a certificate, executed by the
     Chief Financial Officer of the Seller, that sets forth the aggregate cost
     of such raw materials and supply inventory calculated in accordance with
     Exhibit E (the "Raw Materials and Supply Inventory Amount") and that sets
     forth the book value of such raw materials and supply inventory calculated
     in accordance with GAAP.

            (b)     Work-in-Process and Finished Goods Inventories. On the
                    ----------------------------------------------
     Business Day prior to the Closing Date, the Buyer and the Seller shall
     together conduct a physical count of work-in-process inventory and finished
     goods inventory acquired and held by the Seller for use in the Business in
     the Ordinary Course of Business. The Seller shall prepare, and shall
     furnish to the Buyer on the Business Day prior to the Closing Date, a
     certificate, executed by the Chief Financial Officer of the Seller, that
     sets forth the aggregate cost of such work-in-process and finished goods
     inventory calculated in accordance with Exhibit E (the "Work-in-Process and
     Finished Goods Inventory Amount") and that sets forth the book value of
     such work-in-process and finished goods inventory calculated in accordance
     with GAAP.

     2.7.   Determination of Amounts. The Buyer and the Seller, on the Business
            ------------------------
Day prior to the Closing Date, will agree upon each of the Raw Materials and
Supply Inventory Amount and the Work-in-Process and Finished Goods Inventory
Amount. The principal amount of the Inventory Note shall be equal to the sum of
the Raw Materials and Supply Inventory Amount plus the Work-in-Process and
                                              ----
Finished Goods Inventory Amount. If the Parties disagree as to any of such
amounts: (a) the Closing shall occur as contemplated in (S) 2.8; (b) the Buyer
and the Seller shall each deliver to the other its determination of the sum of
the Raw Materials and Supply Inventory Amount plus the Work-in-Process and
                                              ----
Furnished Goods Inventory Amount (each a "Disputed Amount"); (c) the Buyer shall
deliver to the Seller at the Closing the Inventory Note in an amount equal to
(x) the sum of the Buyer's Disputed Amount plus the Seller's Dispute Amount
                                           ----
divided by (y) 2.0; (d) PricewaterhouseCoopers (the "Independent Accountant")
----------
shall review the Disputed Amounts and shall, within ten (10) days of the Closing
Date, select either the Buyer's Disputed Amount or the Seller's Disputed Amount
as most closely being equal to the sum of the actual Raw Materials and Supply
Inventory Amount plus the Work-in-Process and Finished Goods Inventory Amount,
                 ----
and this determination will be final and binding on the Parties; (e) the Parties
shall co-operate with the Independent Accountant in responding to requests for
information; (f) the expenses of the Independent Accountant shall be borne by
the Party whose Disputed Amount was not so selected by the Independent
Accountant; and (g) the Buyer shall deliver to the Seller a new Inventory Note
reflecting the Disputed Amount chosen by the Independent Accountant in exchange
for the Inventory Note delivered to the Seller at the Closing, which the Seller
shall deliver to the Buyer marked "Cancelled".

                                      12
<PAGE>

     2.8.   The Closing. The closing of the transactions contemplated by this
            -----------
Agreement (the "Closing") shall take place at the offices of Ropes & Gray in New
York, New York, commencing at 10:00 a.m. eastern time on June 29, 2001 or such
other date as the Parties may mutually determine (the "Closing Date"); provided,
                                                                       --------
however, that, subject to (S) 10, if any Party shall have failed to satisfy any
-------
of the conditions specified to the obligations of any other Party in  (S) 6, the
Closing shall occur three (3) Business Days after the Party so failing shall
give notice to the other Parties that such conditions are able to be satisfied,
in which event the Closing shall occur on the third Business Day after such
notice so long as all of the conditions specified in (S) 6 are satisfied or (in
accordance with (S) 6) waived on such date.

     2.9.   Deliveries at the Closing.
            -------------------------
            (a)     At the Closing, the Selling Parties will deliver to the
     Buyer properly executed and acknowledged, if requested by the Buyer, (i)
     each Security Agreement, the Bill of Sale in the form attached hereto as
     Exhibit G and the Assignment and Assumption Agreement in the form attached
     hereto as Exhibit H, (ii) the various certificates, instruments, and
     documents referred to in (S) 6.1 and elsewhere herein, (iii) such other
     instruments of sale, transfer, conveyance and assignment as the Buyer and
     its counsel may reasonably request).

            (b)     At the Closing, the Buyer will deliver to the Selling
     Parties properly executed and acknowledged, if requested by the Selling
     Parties, (i) each Note, each Security Agreement and the Assignment and
     Assumption Agreement in the form attached hereto as Exhibit H, (ii) the
     various certificates, instruments, and documents referred to in (S) 6.2 and
     elsewhere herein, (iii) such other instruments of sale, transfer,
     conveyance and assignment as the Selling Parties and their counsel may
     reasonably request, and (iv) the consideration specified in (S) 2.5 to be
     delivered by the Buyer to the Seller at the Closing.

            (c)     Prior to the Closing, the Seller shall collect and assemble
     all of the Acquired Assets which are tangible into the Streamwood Facility,
     provided that finished goods Inventory may continue to be stored with
     --------
     warehousemen and at the locations specified by the Seller in a certificate
     given by the Seller to the Buyer at the Closing.

            (d)     It is understood and agreed that, although the Buyer will
     acquire title to, and ownership of, all of the Acquired Assets at the
     Closing, the Acquired Assets not constituting Inventory shall remain in the
     possession of the Seller and, in the case of such Acquired Assets as are
     tangible, located at the Streamwood Facility until such time as the
     Purchase Note has been paid in full, at which time the Buyer shall be
     entitled to possession thereof. The Seller shall take all actions
     reasonably requested by the Buyer in order to identify such Acquired Assets
     as the property of the Buyer, subject to the Lien of the Seller thereon
     pursuant to the Purchase Security Agreement. From time to time the Buyer
     and the Seller may mutually agree to allow the Buyer to remove a portion of
     such tangible Acquired Assets from the Streamwood Facility in order to use
     such Acquired Assets in the conduct of the Buyer's business, and the Seller
     agrees not to unreasonably withhold its consent to such removal. The Buyer
     agrees that it shall remove all Inventory from the Streamwood Facility
     within 120 days after the Closing. The Acquired Intellectual Property shall
     remain recorded in the name of the Selling Parties for purposes

                                      13
<PAGE>

     of perfecting the Seller's Lien thereon pursuant to the Purchase Security
     Agreement, and the Selling Parties shall execute proper instruments for the
     transfer thereof to the Buyer, as reasonably requested by the Buyer,
     promptly after the Purchase Note has been paid in full. Notwithstanding the
     immediately preceding sentence, the Buyer may use any of the Acquired
     Intellectual Property in the conduct of its business from time to time
     after the Closing.

     2.10.  Preliminary Allocation of Purchase Price. The Parties agree that the
            ----------------------------------------
preliminary allocation of the Purchase Price for the Acquired Assets of the
Seller shall be determined prior to the Closing by an allocation formula that is
reasonably acceptable to the Parties. The Parties agree that the allocation may
be amended or modified by mutual agreement to establish a final allocation prior
to the filing of the applicable Tax Returns of the Parties. The Parties shall
use such final allocation in all Tax Returns.

     2.11.  Employees. The Selling Parties acknowledge and agree that the Buyer
            ---------
is not obligated to hire any employee of the Seller who is currently engaged in
the conduct of the Business, and that the Seller shall retain all Liabilities
with respect to such employees. The Buyer shall bear no responsibility or
liability for any Liabilities owed to the Seller's employees on account of any
termination of their employment with the Seller, including but not limited to
separation and severance pay, vacation pay and other accrued paid time off, and
payments and other costs or expenses due under WARN or any other applicable
Legal Requirement, or for any employment-related Liabilities, including but not
limited to any Liabilities in respect of salary, wages, sick leave, holiday pay,
vacation benefits, medical, dental, disability, life, retirement and other
fringe benefits, or for any Liabilities arising under any Contractual Obligation
or Legal Requirement; and each Selling Party, jointly and severally with the
other Selling Party, will indemnify and hold harmless the Buyer from any and all
such Liabilities. Notwithstanding the foregoing, upon written notice to the
Seller within thirty (30) days from the date hereof, the Buyer may employ, or
retain as consultants, a limited number of the Seller's employees currently
engaged in the conduct of the Business. In the event the Buyer desires to employ
a limited number of the Seller's employees, the Buyer and the Seller shall
cooperate to effect an orderly transition with respect to such employees.

3.   Representations and Warranties of the Selling Parties.  Each Selling Party,
     -----------------------------------------------------
jointly and severally with the other Selling Party, represents and warrants to
the Buyer that the statements contained in this (S) 3 are correct and complete
as of the date of this Agreement and, with respect to representations and
warranties set forth in  (S)(S) 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.11, 3.14, 3.16
and 3.17, will be correct and complete as of the Closing Date (as though made
then and as though the Closing Date were substituted for the date of this
Agreement throughout this (S) 3), except as set forth in the disclosure schedule
attached to this Agreement (the "Disclosure Schedule"). The Disclosure Schedule
will be arranged in paragraphs corresponding to the lettered and numbered
paragraphs contained in this (S) 3.

     3.1.   Organization of the Selling Parties. The Parent is a corporation,
            -----------------------------------
and the Seller is a limited liability company, in each case duly organized,
validly existing, and in good standing under the laws of Mississippi. All of the
outstanding equity interests in the Seller are owned, beneficially and of
record, by the Parent. Copies of the Charter and By-Laws of each Selling Party,
each as amended to date, have been heretofore delivered to Buyer (or will be so
delivered

                                      14
<PAGE>

prior to the Closing) and are (or will be) accurate and complete. The Seller is
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction where the nature of the activities conducted by it in the
conduct of the Business or the character of the property owned, leased or
operated by it in the conduct of the Business make such qualification necessary
or appropriate except for those jurisdictions where the failure to be so
qualified has not had and could not reasonably be expected to have a Seller
Material Adverse Effect.

     3.2.  Authorization of Transaction.  Each Selling Party has the power and
           ----------------------------
authority (including full limited liability company or corporate power and
authority, as applicable) to execute and deliver each Transaction Document to
which it is a party and to perform its obligations thereunder. All corporate and
other actions or proceedings to be taken by or on the part of each Selling Party
to authorize and permit the execution and delivery by each Selling Party of each
Transaction Document to which it is a party and the instruments required to be
executed and delivered by each Selling Party pursuant thereto, the performance
each Selling Party of its obligations thereunder, and the consummation by each
Selling Party of the transactions contemplated therein, have been duly and
properly taken. Each Transaction Document to which it is a party has been duly
executed and delivered by each Selling Party and is Enforceable against each
Selling Party.

     3.3.  Noncontravention.  Neither the execution and the delivery of any
           ----------------
Transaction Document to which it is a party, nor the consummation of the
transactions contemplated thereby (including the assignments and assumptions
referred to in (S) 2), will (i) violate any Legal Requirement to which either
Selling Party or any of its property is subject or any provision of the Charter
or By-laws of either Selling Party or (ii) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify, or cancel, or require any notice
under any Contractual Obligation to which either Selling Party is a party or by
which it is bound or to which any of its assets is subject (or result in the
imposition of any Lien upon any of its assets). Neither Selling Party needs to
give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any Governmental Authority in order for the Parties to consummate
the transactions contemplated by any Transaction Document (including the
assignments and assumptions referred to in (S) 2), other than filings to perfect
the Liens granted by the Security Agreements.

     3.4.  Brokers' Fees. Neither Selling Party has any Liability to pay any
           -------------
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by any Transaction Document for which the Buyer could
become liable or obligated.

     3.5.  Title to Assets. The Seller has good and marketable title to, and the
           ---------------
power to sell or transfer to the Buyer, all of the Acquired Assets, free and
clear of all Liens and not subject to any Liabilities (other than Assumed
Liabilities).

     3.6.  All Assets Necessary to Conduct Business. The Acquired Assets and the
           ----------------------------------------
Excluded Assets together comprise all of the assets, properties and rights of
every type and description, real, personal, tangible and intangible used by the
Seller and used or useful in the conduct of the Business on the Balance Sheet
Date, and all assets of the Seller which have been acquired since the Balance
Sheet Date for use or used in the Business (other than assets which have been
disposed of since the Balance Sheet Date in the Ordinary Course of Business).
The
                                      15
<PAGE>

Seller holds directly, and not through any Subsidiary or any other Person, all
of the assets used or useful by the Parent and its Affiliates in the conduct of
the Business. Since January 1, 2000, the Business has at all times been
conducted directly by the Seller and neither the Parent nor any Subsidiary of
the Parent other than the Seller has ever taken any part in the conduct of the
Business.

     3.7.  Absence of Changes.
           ------------------

          (a)  Since the Balance Sheet Date, the Seller has conducted the
     Business only in the Ordinary Course of Business and there has not been:

               (i)    any sale, lease, transfer, or assignment of any of the
          Seller's assets, tangible or intangible, used or useful in the conduct
          of the Business, other than sales of inventory for a fair
          consideration in the Ordinary Course of Business and other than
          dispositions of assets having a fair market value of less than
          $100,000;

               (ii)   any Contractual Obligation (or series of related
          Contractual Obligations) related to the conduct of the Business other
          than in the Ordinary Course of Business;

               (iii)  any acceleration, termination, modification, or
          cancellation of any Contractual Obligation (or series of Contractual
          Obligations) relating to the conduct of Business;

               (iv)   creation or imposition of any Lien upon any Acquired
          Asset;

               (v)    any capital investment in, any loan to, or any acquisition
          of the securities or assets of, any other Person (or series of related
          capital investments, loans and acquisitions), in each case relating to
          the conduct of the Business, other than purchases of inventory,
          materials and supplies in the Ordinary Course of Business;

               (vi)   any cancellation, compromise, waiver, or release of any
          right or claim or Debt (or series of related rights and claims)
          relating to the conduct of the Business;

               (vii)  any grant of any license or sublicense of any rights or
          modified any rights under or with respect to, or entered into any
          settlement regarding any infringement of the Seller's rights to, any
          Intellectual Property relating to the conduct of the Business;

               (viii) any threat or notification, orally or in writing, that,
          and there has not been, one or more distributors, customers or
          suppliers relating to the Business that have terminated or intend to
          terminate their respective business relationships or have modified or
          intend to modify such relationships with the Seller in a manner which
          is less favorable to the Business or have agreed not to or will not
          agree to do business on such terms and subject to conditions at least
          as favorable as provided to the Business on the Balance Sheet Date,
          and the Seller has no

                                      16
<PAGE>

          knowledge of any Basis for any such termination or modification, in
          each case which could reasonably be expected to have a Seller Material
          Adverse Effect;

               (ix)   any damage, destruction, or loss (whether or not covered
          by insurance) to its property used or useful in the conduct of the
          Business; or

               (x)    any other occurrence, event, incident, action, failure to
          act, or transaction outside the Ordinary Course of Business involving
          the conduct of the Business, which could reasonably be expected to
          have a Seller Material Adverse Effect.

          (b)  There are no outstanding claims with respect to any damage,
     destruction or loss to any of the Seller's property used or useful in the
     conduct of the Business, which could reasonably be expected to have a
     Seller Material Adverse Effect.

     3.8. Legal and Other Compliance.  The Seller is in compliance with all
          --------------------------
applicable Legal Requirements relating to the conduct of the Business, the
violation of which could have a Seller Material Adverse Effect, and no Action
has been filed or commenced against it alleging any failure so to comply.
Neither the ownership nor use of the Acquired Assets nor the conduct of the
Business conflicts with the rights of any other Person or violates, or with the
giving of notice or the passage of time or both will violate, conflict with or
result in a default, right to accelerate or loss of rights under, any terms or
provisions of either Selling Party's Charter or By-laws or any Lien, Contractual
Obligation or Legal Requirement to which either Selling Party is a party or by
which it may be bound or affected, except in each such case as could not
reasonably be expected to have a Seller Material Adverse Effect.

     3.9.  No Seller Material Adverse Effect. Between the Balance Sheet Date and
           ---------------------------------
the date hereof, there has not been any Seller Material Adverse Effect.

     3.10. Intellectual Property.
           ---------------------

          (a)  The Seller owns or has the right to use pursuant to an
     Enforceable Contractual Obligation all Intellectual Property necessary for
     or used in the operation of the Business as presently conducted and as
     presently proposed to be conducted. Subject to obtaining all necessary
     consents as disclosed in (S) 3.17 of the Disclosure Schedule and subject to
     (S) 2.9 hereof, each item of Acquired Intellectual Property will be owned
     or available for use by the Buyer on identical terms and conditions
     immediately subsequent to the Closing hereunder. The Seller has taken all
     necessary and desirable action to maintain and protect each item of
     Intellectual Property that the Seller owns or uses in the conduct of the
     Business.

          (b)  The Seller has not interfered with, infringed upon,
     misappropriated, or otherwise come into conflict with any Intellectual
     Property rights of third parties in connection with the conduct of the
     Business, and there has never been any charge, complaint, claim, demand, or
     notice alleging any such interference, infringement, misappropriation, or
     violation (including any claim that the Seller must license or refrain from
     using any Intellectual Property rights of any third party). To the
     Knowledge of the Selling Parties, no third party has interfered with,
     infringed upon, misappropriated, or

                                      17
<PAGE>

     otherwise come into conflict with any Intellectual Property rights of the
     Seller relating to the conduct of the Business.

          (c)  Section 3.10(c) of the Disclosure Schedule identifies each patent
     or registration which has been issued to the Seller with respect to the
     Acquired Intellectual Property, identifies each pending patent application
     or application for registration which has been made with respect to the
     Acquired Intellectual Property, and identifies each license, agreement, or
     other permission which the Seller has granted to any third party with
     respect to any of the Acquired Intellectual Property (together with any
     exceptions). The Seller will make available to the Buyer correct and
     complete copies of all such patents, registrations, applications, licenses,
     agreements, and permissions (as amended to date) and has made available to
     the Buyer correct and complete copies of all other written documentation
     evidencing ownership and prosecution (if applicable) of each such item.
     Section 3.10(c) of the Disclosure Schedule also identifies each trade name
     or unregistered Trademark used by the Seller in the conduct of the
     Business.

          (d)  Section 3.10(d) of the Disclosure Schedule identifies each item
     of Acquired Intellectual Property that any third party owns and that the
     Seller uses or could use pursuant to an existing Contractual Obligation.
     The Seller has delivered to the Buyer correct and complete copies of all
     such Contractual Obligations (as amended to date).

          (e)  To the Knowledge of the Selling Parties, the Seller would not
     interfere with, infringe upon, misappropriate, or otherwise come into
     conflict with, any Intellectual Property rights of third parties as a
     result of the continued operation of the Business as presently conducted.

          (f)  Notwithstanding the foregoing provisions of this (S) 3.10, the
     Selling Parties make no representation or warranty in this (S) 3.10 with
     respect to the effect of any Contractual Obligation marked with an asterisk
     on (S) 3.10(c) or (S) 3.10(d) of the Disclosure Schedule.

     3.11. Inventories. The inventory of the Seller included in the Acquired
           -----------
Assets consists of all manufactured and purchased parts, raw materials,
supplies, works-in-process and finished goods owned by Seller and used or useful
in the conduct of the Business, all of which are in conformity with the Seller's
written specifications therefor, are merchantable and fit or suitable and usable
for the production or completion of merchantable products for sale in the
Ordinary Course of Business, and none of which is obsolete, below standard
quality, damaged, or defective, except in each case to the extent of the
reserves therefore established in calculating the Raw Materials and Supply
Inventory Amount and the Work-in-Process and Finished Goods Inventory Amount.

     3.12. Contracts. Schedule 2.1(e) and (S)(S) 3.10 and 3.12 of the Disclosure
           ---------
Schedule lists the following Contractual Obligations to which the Seller is a
party and which either (x) is in any way material to the conduct of the Business
or (y) relates to the conduct of the Business and is:

           (a)  any Contractual Obligation concerning confidentiality or
     noncompetition;

                                      18
<PAGE>

          (b)  any Contractual Obligation between or among the Seller and any of
     its Affiliates which is not on arms-length terms; or

          (c)  any Contractual Obligation under which the consequences of a
     default or termination could have an Seller Material Adverse Effect.


     The Seller has delivered to the Buyer a correct and complete copy of each
written Contractual Obligation (as amended to date) listed on Schedule 2.1(e) or
                                                              ---------------
listed in (S)(S) 3.10 or 3.12 of the Disclosure Schedule and a written summary
setting forth the terms and conditions of each oral Contractual Obligation
referred to on Schedule 2.1(e) or listed in (S)(S) 3.10 or 3.12 of the
               ---------------
Disclosure Schedule.  Except as disclosed in (S) 3.17 of the Disclosure
Schedule, with respect to each Contractual Obligation listed on Schedule 2.1(e):
                                                                ---------------
(i) the Contractual Obligation is Enforceable and in full force and effect; (ii)
subject to the Buyer obtaining the necessary consents disclosed in (S) 3.17 of
the Disclosure Schedule, the Contractual Obligation will continue to be
Enforceable and in full force and effect on identical terms following the
consummation of the transactions contemplated hereby (including the assignments
and assumptions referred to in (S) 2); (iii) no party is in breach or default,
and no event has occurred which with notice or lapse of time would constitute a
breach or default, or permit termination, modification, or acceleration, under
the Contractual Obligation; (iv) no party has repudiated any provision of the
Contractual Obligation; and (v) none of such Contractual Obligations is, when
considered singly or in the aggregate with others, unduly burdensome, onerous or
materially adverse to the Business.

     3.13. Litigation. There are no Actions pending or, to the Knowledge of the
           ----------
Selling Parties, threatened that question the validity of any Transaction
Document or of any action taken or to be taken pursuant to or in connection with
the provisions of any Transaction Document nor, to the Knowledge of the Selling
Parties, is there any Basis for any such Action.

     3.14. Product Warranties; Defects; Liability. Each product manufactured,
           --------------------------------------
sold, leased, or delivered by the Seller in the conduct of the Business has been
in conformity in all material respects with all applicable Legal Requirements
and Contractual Obligations and all express and implied warranties.

     3.15. Distributors, Customers, Suppliers.  Section 3.15 of the Disclosure
           ----------------------------------
Schedule sets forth a complete and accurate list of (i) all of the distributors
for the Products indicating the Contractual Obligation existing, if any, with
each such distributor and the volume of Products distributed, (ii) the ten
largest customers (by dollar volume) of the Products during the Most Recent
Fiscal Year, indicating the existing Contractual Obligation with each such
customer by Product and (iii) all suppliers of significant materials or services
to the Seller in connection with the conduct of the Business, indicating the
Contractual Obligation for continued supply from such Person.

     3.16. No Illegal Payments, Etc. In connection with the conduct of the
           ------------------------
Business, neither of the Selling Parties nor any of their respective directors,
officers, employees or agents, has (a) directly or indirectly given or agreed to
give any illegal gift, contribution, payment or similar benefit to any supplier,
customer, governmental official or employee or other person who was, is or may
be in a position to help or hinder the Seller (or assist in connection with any
actual or proposed transaction) or made or agreed to make any illegal
contribution, or reimbursed any

                                      19
<PAGE>

illegal political gift or contribution made by any other person, to any
candidate for federal, state, local or foreign public office (i) which might
subject the Seller or the Buyer to any damage or penalty in any civil, criminal
or governmental litigation or proceeding or (ii) the non-continuation of which
has had or could reasonably be expected to have a Seller Material Adverse Effect
or (b) established or maintained any unrecorded fund or asset or made any false
entries on any books or records for any purpose.

     3.17.  Consents. Section 3.17 of the Disclosure Schedule sets forth a true,
            --------
correct and complete list of the identities of any Person whose consent or
approval is required and the matter or Contractual Obligation to which such
consent relates in connection with the transfer, assignment or conveyance by the
Seller of any of the Acquired Assets.

     3.18.  Financial Statements. Attached hereto as Exhibit J are (i) the
            --------------------
unaudited balance sheet and statements of income, changes in stockholders'
equity and cash flow relating solely to the Business for the fiscal year ended
December 31, 2000 and (ii) the unaudited balance sheets and statements of
income, changes in stockholders' equity and cash flow relating solely to the
Business for the 3 months ended March 31, 2001 ((i) and (ii) together, the
"Financial Statements"). The Financial Statements (including with respect to the
financial statements referred to in clause (i) only, the notes thereto) have
been prepared in accordance with GAAP applied on a consistent basis throughout
the periods covered thereby, are correct and complete and present fairly the
financial condition of the Business for such periods and are consistent with the
books and records of the Seller, subject to normal and recurring year end
adjustments and in the case of the unaudited financial statements as of March
31, 2001, the absence of notes.

4.   Representations and Warranties of the Buyer.  The Buyer represents and
     -------------------------------------------
warrants to each Selling Party that the statements contained in this (S) 4 are
correct and complete as of the date of this Agreement and, with respect to
representations and warranties set forth in  (S)(S) 4.1, 4.2, 4.3, 4.6, 4.7 and
4.8, will be correct and complete as of the Closing Date (as though made then
and as though the Closing Date were substituted for the date of this Agreement
throughout this (S) 4).

     4.1.  Organization of the Buyer. The Buyer is a corporation duly organized,
           -------------------------
validly existing, and in good standing under the laws of the State of Delaware.
Copies of the Charter and By-laws of the Buyer, each as amended to date, have
been heretofore delivered to Seller (or will be so delivered prior to the
Closing) and are (or will be) accurate and complete. The Buyer is qualified to
do business and is in good standing as a foreign corporation in each
jurisdiction where the nature of the activities conducted by it in the conduct
of its business or the character of the property owned, leased or operated by it
in the conduct of its business make such qualification necessary or appropriate,
except for those jurisdictions where the failure to be so qualified has not had
and could not reasonably be expected to have a Buyer Material Adverse Effect.

     4.2.  Authorization for Transaction. The Buyer has the power and authority
           -----------------------------
(including full corporate power and authority) to execute and deliver each
Transaction Document to which it is a party and to perform its obligations
thereunder. All corporate and other actions and proceedings to be taken by or on
the part of the Buyer to authorize and permit the execution and delivery by the
Buyer of each Transaction Document to which it is a party and the instruments to
be executed and delivered by the Buyer pursuant thereto, and the performance of
the Buyer of its

                                      20
<PAGE>

obligations thereunder, and the consummation by the Buyer of the transactions
contemplated therein, have been duly and properly taken. Each Transaction
Document to which the Buyer is a party has been duly executed and delivered by
the Buyer an is Enforceable against the Buyer.

     4.3.  Noncontravention. Neither the execution and the delivery of any
           ----------------
Transaction Document to which it is a party, nor the consummation of the
transactions contemplated thereby (including the assignments and assumptions
referred to in (S) 2), will (i) violate any Legal Requirement to which the Buyer
is subject or any provision of its Charter or Bylaws or (ii) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any Contractual Obligation to which the Buyer is a
party or by which it is bound or to which any of its assets is subject.  The
Buyer does not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any Governmental Agency in order for the
Parties to consummate the transactions contemplated by any Transaction Document
(including the assignments and assumptions referred to in (S) 2), other than
filings to perfect the Liens granted by the Security Agreements.

     4.4.  Legal and Other Compliance. The Buyer is in compliance with all
           --------------------------
applicable Legal Requirements relating to the conduct of its business, the
violation of which could have a Buyer Material Adverse Effect, and no Action has
been filed or commenced against it alleging any failure so to comply. The
conduct of its business does not conflict with the rights of any other Person or
violates, or with the giving of notice or the passage of time or both will
violate, conflict with or result in a default, right to accelerate or loss of
rights under, any terms or provisions of the Buyer's Charter or By-laws or any
Lien, Contractual Obligation or Legal Requirement to which the Buyer is a party
or by which it may be bound or affected, except in each such case as could not
reasonably be expected to have a Buyer Material Adverse Affect.

     4.5.  Litigation. There are no Actions pending or, to the Knowledge of the
           ----------
Buyer, threatened that question the validity of any Transaction Document or of
any action taken or to be taken pursuant to or in connection with the provisions
of any Transaction Document nor, to the Knowledge of the Buyer, is there any
Basis for any such Action.

     4.6.  No Illegal Payments, Etc. In connection with the conduct of its
           ------------------------
business, neither the Buyer nor any of its respective directors, officers,
employees or agents, has (a) directly or indirectly given or agreed to give any
illegal gift, contribution, payment or similar benefit to any supplier,
customer, governmental official or employee or other person who was, is or may
be in a position to help or hinder the Buyer (or assist in connection with any
actual or proposed transaction) or made or agreed to make any illegal
contribution, or reimbursed any illegal political gift or contribution made by
any other person, to any candidate for federal, state, local or foreign public
office (i) which might subject the Buyer to any damage or penalty in any civil,
criminal or governmental litigation or proceeding or (ii) the non-continuation
of which has had or could reasonably be expected to have a Buyer Material
Adverse Effect or (b) established or maintained any unrecorded fund or asset or
made any false entries on any books or records for any purpose.

                                      21
<PAGE>

     4.7.  Brokers' Fees. The Buyer does not have any Liability or obligation to
           -------------
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by any Transaction Document for which either Selling
Party could become liable or obligated.

     4.8.  Security Documents. Each Security Agreement will create in favor of
           ------------------
the Seller a legal, valid and enforceable first priority security interest in
the Acquired Assets subject thereto. When financing statements in appropriate
form are filed in the appropriate jurisdictions, each Security Agreement shall
provide a fully perfected, first priority purchase money Lien on, and security
interest in, all right, title and interest of the Buyer in the Acquired Assets
subject thereto, as security for the obligations of the Company under the Note
secured thereby, in each case prior and superior in right to any other.

     4.9.  Financial Statements. The Buyer has heretofore furnished to the
           --------------------
Seller copies of the following:

           (a)  the Buyer's Annual Report on Form 10-K for the fiscal year ended
     September 30, 2000; and

           (b)  the Buyer's Quarterly Report on Form 10-Q for each of the fiscal
     quarters ended December 31, 2000 and March 31, 2001.

     The audited consolidated balance sheets of the Buyer and its Subsidiaries
at September 30, 2000 and September 30, 1999 and the related audited
consolidated statements of operations, changes in stockholders' equity and cash
flows for the fiscal years then ended included in the 2000 Form 10-K of the
Buyer were prepared in conformity with generally accepted accounting principles
applied on a consistent basis (except for changes, if any, disclosed therein and
subject to the effects of the contingencies described therein). The unaudited
consolidated balance sheets of the Buyer and its Subsidiaries at December 31,
2000 and March 31, 2001 and the related unaudited consolidated statements of
operations, changes in stockholders' equity and cash flows for the fiscal
quarters then ended included in the December 31, 2000 and March 31, 2001 Forms
10-Q of the Buyer were prepared in conformity with generally accepted accounting
principles applied on a consistent basis (except for changes, if any, disclosed
therein and the absence of full footnotes, and subject to the effects of the
contingencies described therein). Such statements of operations and cash flows,
together with the notes thereto, present fairly the consolidated results of
operations and cash flows of the Buyer and its Subsidiaries for the respective
periods covered, and such balance sheets, together with the notes thereto,
present fairly the consolidated financial condition of the Buyer and its
Subsidiaries as of their respective dates.

     4.10. No Buyer Material Adverse Effect. Except as disclosed in the December
           --------------------------------
31, 2000 or the March 31, 2001 Forms 10-Q of the Buyer, between September 30,
2000 and the date of this Agreement, there has been no Buyer Material Adverse
Effect.

5.   Covenants.  The Parties agree as follows:
     ---------

     5.1.  General. Each of the Parties will use its best efforts to take all
           -------
action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
(S) 6).

                                      22
<PAGE>

     5.2.  Notices and Consents. The Selling Parties will give any notices to
           --------------------
third parties, and will use its best efforts to obtain any third party consents,
that are necessary or desirable to transfer the Acquired Assets to the Buyer.

     5.3.  Operation of Business. Until the Closing Date, the Seller will not
           ---------------------
engage in any practice, take any action, or enter into any transaction with
respect to the conduct of the Business outside the Ordinary Course of Business,
and will continue to operate the Business in the Ordinary Course of Business.
Without limiting the generality of the foregoing, the Seller will use reasonable
efforts to preserve for the benefit of Buyer the goodwill of the Seller's
customers, suppliers and others having business relations with it relating to
the Business. Notwithstanding the foregoing, the Seller will take all actions
reasonably requested by the Buyer to transfer all or any part of the Business to
the Buyer in anticipation of the Closing.

     5.4.  Employees. As previously disclosed by the Selling Parties to the
           ---------
Buyer, the Seller will provide cash incentives to employees in order to induce
them to continue to remain employees until the Streamwood Facility is closed.

     5.5.  Full Access. The Selling Parties will permit representatives of the
           -----------
Buyer to have reasonable access to all premises, properties, personnel, books,
records (including Tax records), Contractual Obligations, and documents of or
pertaining to the Business.

     5.6.  Notice of Developments. Each Party will give prompt written notice to
           ----------------------
the other Party of any development causing a breach of any of its own
representations and warranties in (S) 3 and (S) 4. No disclosure by any Party
pursuant to this (S) 5.6, however, shall be deemed to amend or supplement the
Disclosure Schedule or to prevent or cure any misrepresentations, breach of
warranty, or breach of covenant.

     5.7.  Exclusivity. Except to the extent contemplated by the Security
           -----------
Agreements, the Seller will not (and the Seller will not cause or permit any of
its officers, directors, agents or Affiliates to) (i) solicit, initiate, or
encourage the submission of any proposal or offer from any Person relating or
enter into or consummate any transaction relating to the acquisition of any
portion of the Acquired Assets (other than sales of inventory in the Ordinary
Course of Business), including any acquisition structured as a merger,
consolidation, or share exchange or (ii) participate in any discussions or
negotiations regarding the foregoing.

     5.8.  Access to Records after Closing.
           -------------------------------
          (a)  For a period of five (5) years after the Closing Date, either of
     the Selling Parties or their respective representatives shall have
     reasonable access to all of the books and records of the Seller to the
     extent that such access may reasonably be required by either of the Selling
     Parties in connection with matters relating to or affected by the
     operations of the Seller in the conduct of the Business prior to the
     Closing Date. In addition, either of the Selling Parties or their
     respective representatives shall have reasonable access to all of the books
     and records of the Buyer to the extent that such access may reasonably be
     required by either of the Selling Parties in connection with verifying the
     timing and amounts of payments to be made by the Buyer pursuant to (S)
     2.5(b) above. Such access shall be afforded by the Buyer upon receipt of
     reasonable

                                      23
<PAGE>

     advance notice and during normal business hours. The Selling Parties shall
     be solely responsible for any costs or expenses incurred by it pursuant to
     this (S) 5.8(a). If the Buyer shall desire to dispose of any of such books
     and records prior to the expiration of such five-year period, the Buyer
     shall, prior to such disposition, give the Selling Parties a reasonable
     opportunity, at the Selling Parties' expense, to segregate and remove such
     books and records as the Selling Parties may select.

          (b)  For a period of five (5) years after the Closing Date, the Buyer
     and its representatives shall have reasonable access to all of the books
     and records of the Seller to the extent that such access may reasonably be
     required by the Buyer in connection with matters relating to or affected by
     the operations of the Seller in the conduct of the Business prior to the
     Closing Date. Such access shall be afforded by the Selling Parties upon
     receipt of reasonable advance notice and during normal business hours. The
     Buyer shall be solely responsible for any costs or expenses incurred by it
     pursuant to this (S) 5.8(b). If the Selling Parties shall desire to dispose
     of any of such books and records prior to the expiration of such five-year
     period, the Selling Parties shall, prior to such disposition, give the
     Buyer a reasonable opportunity, at the Buyer's expense, to segregate and
     remove such books and records as the Buyer may select.

     5.9.  Transfer Taxes.  Each of the Seller and the Buyer agrees to pay one-
           --------------
half of all Taxes on the transfer of the Acquired Assets hereunder; provided,
                                                                    --------
however, that any such Taxes based upon, or measured by, profits, revenues,
-------
gains, depreciation or income shall be borne solely by the Party on which they
are imposed.

     5.10. Slitting and Shipping Operations. For a period of four (4) months
           --------------------------------
from the Closing Date, the Seller shall maintain the necessary staff of
employees at the Streamwood Facility to slit and ship the Inventories when sold.
The Buyer shall reimburse the Seller for the direct labor costs at the
prevailing wage rates and benefit percentages in the monthly amounts specified
in Schedule 5.10 and shall pay $128,000 per month (or $116,000 per month should
   -------------
Andrew Poole accept employment with the Buyer) for four (4) months, payable on
the 15th day after the end of each month. In addition, the Buyer shall reimburse
the Seller for any out-of-pocket cost of supplies, third-party cost of repairs,
warehousing and other similar costs incurred by the Seller in slitting and
shipping the Inventories pursuant to this (S) 5.10 and not otherwise paid by the
Buyer.

     5.11. Accounts Receivable. For a period not exceeding six (6) months after
           -------------------
the Closing Date, the Buyer shall be responsible for managing the collection of
accounts receivable retained by the Seller and relating to the Business;
provided, however, that the Buyer shall not be required to condition any sale to
--------  -------
a customer on the payment by such customer of all or any part of such an account
receivable, commence any collection proceedings in the nature of litigation, or
to take any other action which is or may be adverse to such customer or the
Buyer's relationship with such customer.

           (a)  The Buyer shall be required to use good faith reasonable
     commercial efforts, including following its own internal collection
     policies, to collect such accounts receivable. Upon the Buyer's request,
     the Seller will provide the temporary services of certain of the Seller's
     employees to assist in the collection of accounts receivable. The

                                      24
<PAGE>

     Buyer shall reimburse the Seller for the direct labor costs of such
     employees at the prevailing wage rates.

           (b)  Seller shall establish and maintain a lock box account. Receipts
     for the accounts receivable will be directed to the Seller's lock box
     account as indicated by the accompanying invoice. Cash received in either
     Party's account that is intended to pay a receivable of the other Party, as
     indicated by the accompanying invoice, shall be remitted to the other Party
     within ten (10) Business Days. Receipts for accounts receivable that do not
     indicate a specific invoice will be applied to the oldest balance not in
     specific customer dispute.

           (c)  Six (6) months after the Closing Date, the Seller will assume
     all collection activities and responsibilities for uncollected accounts
     receivable retained by the Seller. After the Seller assumes all collection
     activities and responsibilities for uncollected accounts receivable
     retained by the Seller, the Seller shall give the Buyer not less than two
     (2) Business Days' notice of its intent to commence any collection
     proceeding in the nature of litigation to collect any such accounts
     receivable. The Seller shall not commence such proceeding until two (2)
     Business Days have elapsed since the Buyer has received notice. The Buyer
     may, in its sole discretion, give notice to the Seller within two (2)
     Business Days of the receipt of notice from the Seller that the Buyer may
     wish to purchase the accounts receivable in questions and, if the Buyer
     gives such notice, the Seller and the Buyer shall in good faith negotiate
     the possible terms and conditions of such a purchase. If the Buyer and the
     Seller have not been able to agree on such terms and conditions within five
     (5) Business Days of the date the Buyer gives such notice, the Seller shall
     thereupon be free to commence such proceeding.

     5.12. Closing of Streamwood Facility; Maintenance, Storage, Removal and
           -----------------------------------------------------------------
Shipment of Acquired Assets.
---------------------------

           (a)  The parties acknowledge that the Acquired Assets are located on
     real property and in buildings which, at and after the Closing, either will
     be owned by Seller or will be owned by a third party to which Seller has
     sold such real property and buildings (the "Third Party Owner") either as
     of the Closing or sometime after the Closing. The parties further
     acknowledge that, as of the Closing, substantially all of the Acquired
     Assets which are tangible (excluding Inventory which is held in third party
     warehouses or on consignment) will be located at the Streamwood Facility.

           (b)  On or prior to the Closing Date, Seller shall discontinue all
     manufacturing activities at the Streamwood Facility, except for its
     slitting and shipping operations, as contemplated in Section 5.10 hereof,
     and except as may be mutually agreed to in writing by the parties.

           (c)  Seller shall, and (if applicable) shall cause the Third Party
     Owner to, continue to allow the Acquired Assets to remain in the Streamwood
     Facility as follows:

                (i)  In the event the Asset Purchase Price is paid in full at
           Closing, then Seller shall, and (if applicable) shall cause the Third
           Party Owner to, continue to

                                      25
<PAGE>

          allow the Acquired Assets to remain in the Streamwood location for a
          period of not less than six (6) months after the Closing.

               (ii)   In the event Buyer delivers a Purchase Note to Seller as
          part of the Asset Purchase Price, the Acquired Assets shall remain in
          the Streamwood Facility and Buyer shall not be allowed to remove any
          of the Acquired Assets (other than (x) Inventory located at the
          Streamwood Facility which is to be sold or consumed by Buyer and (y)
          Acquired Assets sold pursuant to Section 5.12(c)(iii) below) until
          such time as the Purchase Note is paid in full. Once the Purchase Note
          is paid in full, then Seller shall, and (if applicable) shall cause
          the Third Party Owner to, continue to allow the Acquired Assets to
          remain in the Streamwood Facility until the date which is the earlier
          of (x) six (6) months after the date on which the Purchase Note is
          paid in full or (y) one (1) year after the Closing Date; provided,
                                                                   --------
          however, that such date shall in no event be earlier than the date
          -------
          which is three (3) months after the date on which the Purchase Note is
          paid in full. At such time as the Acquired Assets are no longer
          allowed to remain in the Streamwood Facility pursuant to the
          immediately preceding sentence, the Buyer will remove all Acquired
          Assets from the Streamwood Facility in accordance with the other
          provisions of this (S) 5.12.

               (iii)  If Buyer and Seller mutually agree, Seller will, and will
          (if applicable) cause the Third Party Owner to, from time to time
          allow Buyer reasonable access to the Acquired Assets for the express
          intent of selling all or a portion of the Acquired Assets. In the
          event Seller and Buyer agree to the sale of any Acquired Assets in
          accordance this Section 5.12(c)(iii), the proceeds of such sale will
          be paid to Seller as a prepayment of the Purchase Note. Seller shall
          not unreasonably withhold its consent to any such sale proposed by
          Buyer.

     In the event the Asset Purchase Price is paid in full at Closing as set
     forth in (i) above or when the Purchase Note is paid in full as set forth
     in (ii) above, or if all or any portion of the Acquired Assets are to be
     sold as set forth in (iii) above, Seller shall, and (if applicable) shall
     cause the Third Party Owner to, give Buyer and its representatives all
     reasonable access to the Acquired Assets for the purposes of dismantling,
     crating and shipping any equipment included in the Acquired Assets.  From
     and after the Closing, Seller shall use reasonable efforts to keep Seller's
     employees, agents and representatives away from the Acquired Assets to the
     extent that they remain in Seller's Streamwood Facility, except as
     contemplated in Section 5.10 hereof.  From and after the date that the Note
     is paid in full, Buyer shall be solely responsible for the Acquired Assets,
     including without limitation the protection and insuring thereof and all
     Taxes relating thereto.

          (d)  Seller shall, and (if applicable) shall cause the Third Party
     Owner to, maintain all insurance, security, services and utilities relating
     to the Streamwood Facility so long as any of the Acquired Assets remain
     therein, and, prior to the Closing, Seller shall maintain all insurance on
     the Acquired Assets on the same terms and conditions as such insurance
     exists on the date hereof.

                                      26
<PAGE>

          (e)  From and after the Closing, Buyer shall maintain all insurance
     relating to the Acquired Assets in an amount sufficient to cover the
     Purchase Note in the event of a property loss and consistent with Buyer's
     customary insurance practice for other types of loss, and shall name the
     Selling Parties and (if applicable) the Third Party Owner as additional
     insureds and lienholders on any polices of insurance covering only the
     Acquired Assets.

          (f)  When Buyer removes the Acquired Assets from the Streamwood
     Facility, Buyer shall not be required to restore or repair those areas of
     the Streamwood Facility which may be required to be damaged in order to
     separate and remove the Acquired Assets from the Streamwood Facility.
     Notwithstanding the immediately preceding sentence, Buyer shall be
     responsible for any and all other damage caused by Buyer, its employees,
     agents and contractors to the Streamwood Facility other than such damage as
     may be reasonably necessary in connection with the separation and removal
     of the Acquired Assets from the Streamwood Facility.

          (g)  Prior to commencing removal of any of the Acquired Assets, Buyer
     shall furnish to the Selling Parties and (if applicable) the Third Party
     Owner certificates of insurance from Buyer's insurance carrier and from the
     insurance carrier of the Person which is to perform the removal activity.
     Such certificates of insurance shall be in such amounts and with such
     deductibles as may be reasonably required by the Selling Parties and (if
     applicable) the Third Party Owner; provided, however, that such amounts of
                                        --------  -------
     coverage and deductibles must be reasonable in light of the removal
     activity to be performed and shall name the Selling Parties and (if
     applicable) the Third Party Owner as an additional insured.

          (h)  Each Person, including without limitation Buyer, which is
     removing any of the Acquired Assets shall carrier workers compensation as
     required by the law of the State of Illinois and shall furnish evidence of
     the same to the Selling Parties and (if applicable) the Third Party Owner
     prior to commencing any work at the Streamwood Facility.

          (i)  All Persons while on the Streamwood Facility shall comply with
     all Federal, state and local laws, rules and regulations and shall further
     comply with Seller's and (if applicable) the Third Party Owner's reasonable
     general safety rules while on the Streamwood Facility.

          (j)  After the Closing, the Selling Parties and (if applicable) the
     Third Party Owner shall have no obligation whatsoever to maintain, repair
     and replace any Equipment included in the Acquired Assets, including but
     not limited to the Equipment used for the slitting and shipping operations
     contemplated in Section 5.10 hereof and any Equipment used for
     manufacturing if the parties have mutually agreed in writing to continue
     manufacturing operations after the Closing. Buyer specifically understands,
     agrees and acknowledges that from and after the Closing Date all costs and
     expenses for repairing and maintaining repairing the Equipment shall be at
     the sole cost and expense of Buyer and all obligation to repair and
     maintain the Equipment shall be the sole responsibility of Buyer.

                                      27
<PAGE>

           (k)  Buyer agrees to save harmless and indemnify the Selling Parties
     and their successors and assigns for any loss, cost, damage or injury
     arising or resulting from acts or omissions of the Buyer or its agents in
     connection with their activities in the Streamwood Facility and all work
     and activities undertaken by the Buyer pursuant to this Agreement shall be
     undertaken by qualified personnel. Buyer agrees to use reasonable
     commercial efforts to obtain the agreement of any third party contractors
     performing work on Buyer's behalf at the Streamwood Facility to indemnify
     the Selling Parties and their successors and assigns for any loss, cost,
     damage or injury arising or resulting from acts or omissions of such third
     party contractor. The provisions of this (S) 5.12(k) are in addition to the
     indemnities provided elsewhere in this Agreement.

           (l)  Each Selling Party, jointly and severally with the other Selling
     Party, agrees to save harmless and indemnify the Buyer and its successors
     and assigns for any loss, cost, damage or injury arising or resulting from
     acts or omissions of either Selling Party or the agents of either of them
     in connection with their activities in the Streamwood Facility and all work
     and activities undertaken by each Selling Party pursuant to this Agreement
     shall be undertaken by qualified personnel. Buyer agrees to use reasonable
     commercial efforts to obtain the agreement of any third party contractors
     performing work on behalf of either Selling Party at the Streamwood
     Facility to indemnify the Buyer and its successors and assigns for any
     loss, cost, damage or injury arising or resulting from acts or omissions of
     such third party contractor. The provisions of this (S) 5.12(l) are in
     addition to the indemnities provided elsewhere in this Agreement.

     5.13. Audited Financial Statements. On or prior to May 31, 2001, the Seller
           ----------------------------
shall provide to the Buyer the audited balance sheet and statements of income,
changes in stockholders' equity and cash flow relating solely to the Business
for the fiscal year ended December 31, 2000.  Such financial statements
(including the notes thereto) shall have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods covered thereby, shall be
correct and complete and present fairly the financial condition of the Business
for such periods, shall be are consistent with the books and records of the
Seller and shall not differ in any material respect from the financial
statements for such fiscal year attached hereto as Exhibit J.

     5.14. Prepayment of Purchase Note. The Buyer shall use reasonable
           ---------------------------
commercial efforts to prepay the Purchase Note in full at such time, if any, as
such prepayment will not be in violation of, or cause a default under, any
Contractual Obligation of the Buyer and, after giving effect thereto, the
Company believes that it will have sufficient liquidity to fund its ongoing
operations and working capital needs.

     5.15. Future Assurances. At any time and from time to time after the
           -----------------
Closing, at the request of any Party and without further consideration, each
other Party will execute and deliver such other instruments of sale, transfer,
conveyance, assignment and confirmation and take such action as the requesting
Party may reasonably determine is necessary to effect the transfer of the
Acquired Assets and the other terms and conditions of the Transaction Documents.

6.   Conditions to Obligation to Close.
     ---------------------------------

                                      28
<PAGE>

     6.1.  Conditions to Obligation of the Buyer. The obligation of the Buyer to
           -------------------------------------
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

           (a)  Representations and Warranties. The representations and
                ------------------------------
     warranties set forth in (S) 3 shall have been true and correct in all
     respects as of the date of this Agreement, and the representations and
     warranties set forth in (S)(S) 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.11, 3.14,
     3.16 and 3.17 shall be deemed to have been made again at and as of the
     Closing Date and shall then be true and correct in all respects;

           (b)  Performance by Selling Parties. The Selling Parties shall have
                ------------------------------
     performed and complied in all material respects with all of their
     covenants, agreements and obligations hereunder through the Closing;

           (c)  Closing of the Streamwood Facility. Except solely to the extent
                ----------------------------------
     required to comply with (S) 5.10, the Selling Parties shall have: (i)
     ceased all manufacturing operations at the Streamwood Facility; (ii) closed
     the Streamwood Facility in accordance with (S) 5.12; and (iii) terminated
     the employment of all of the employees of the Seller except those employees
     that are to be retained by the Seller.

           (d)  Consents. The Selling Parties shall have procured all of the
                --------
    governmental approvals, consents or authorizations and third party consents
    specified in (S) 3.17 and (S) 5.2;

           (e)  Absence of Litigation. No Action shall be pending or threatened
                ---------------------
     wherein an unfavorable injunction, judgment, order, decree, ruling, or
     charge would (i) prevent consummation of any of the transactions
     contemplated by this Agreement or (ii) cause any of the transactions
     contemplated by this Agreement to be rescinded following consummation;

           (f)  Certificates. The Selling Parties shall have delivered to the
                ------------
     Buyer a certificate to the effect that each of the conditions specified in
     (S)(S) 6.1(a)-(e) are satisfied in all respects;

           (g)  Opinion. The Buyer shall have received from counsel to the
                -------
     Selling Parties an opinion in form and substance as set forth in Exhibit K
     attached hereto, addressed to the Buyer, and dated as of the Closing Date;

           (h)  All Necessary Actions. All actions reasonably necessary or
                ---------------------
     desirable to be taken by either Selling Party in connection with the
     consummation of the transactions contemplated hereby and all certificates,
     opinions, instruments and other documents reasonably required to effect the
     transactions contemplated hereby will be reasonably satisfactory in form
     and substance to the Buyer.

     The Buyer may waive any condition specified in this (S) 6.1 if it executes
a writing so stating at or prior to the Closing and such waiver shall not be
considered a waiver of any other provision in this Agreement unless the writing
specifically so states.

                                      29
<PAGE>

     6.2.  Conditions to Obligations of the Selling Parties. The obligation of
           ------------------------------------------------
the Selling Parties to consummate the transactions to be performed by them in
connection with the Closing is subject to satisfaction of the following
conditions:

           (a)  Representations and Warranties. The representations and
                ------------------------------
     warranties set forth in (S) 4 shall have been true and correct in all
     respects as of the date of this Agreement, and the representations and
     warranties set forth in (S)(S) 4.1, 4.2, 4.3, 4.6, 4.7 and 4.8 shall be
     deemed to have been made again at and as of the Closing Date and shall then
     be true and correct in all respects;

           (b)  Performance by Buyer. The Buyer shall have performed and
                --------------------
     complied in all material respects with all of its covenants, agreements and
     obligations hereunder through the Closing;

           (c)  Absence of Litigation.  No Action shall be pending or threatened
                ---------------------
     wherein an unfavorable injunction, judgment, order, decree, ruling, or
     charge would (i) prevent consummation of any of the transactions
     contemplated by this Agreement or (ii) cause any of the transactions
     contemplated by this Agreement to be rescinded following consummation (and
     no such injunction, judgment, order, decree, ruling, or charge shall be in
     effect);

           (d)  Certificate. The Buyer shall have delivered to the Selling
                -----------
     Parties a certificate to the effect that each of the conditions specified
     in (S)(S) 6.2(a)-(c) is satisfied in all respects;

           (e)  Opinion. The Seller shall have received from counsel to the
                -------
     Buyer an opinion in form and substance as set forth in Exhibit L attached
     hereto, addressed to the Selling Parties, and dated as of the Closing Date;
     and

           (f)  All Necessary Actions. All actions reasonably necessary or
                ---------------------
     desirable to be taken by Buyer in connection with the consummation of the
     transactions contemplated hereby and all certificates, opinions,
     instruments and other documents reasonably required to effect the
     transactions contemplated hereby will be reasonably satisfactory in form
     and substance to the Selling Parties.

     The Selling Parties may waive any condition specified in this (S) 6.2 if it
executes a writing so stating at or prior to the Closing and such waiver shall
not be considered a waiver of any other provision in this Agreement unless the
writing specifically so states.

7.   Confidentiality. Each Selling Party will treat and hold as such all of the
     ---------------
Confidential Information, refrain from using any of the Confidential Information
except in connection with this Agreement, and, subject to (S) 5.8 above, deliver
promptly to the Buyer or destroy, at the request and option of the Buyer, all
tangible embodiments (and all copies) of the Confidential Information which are
in its possession.  In the event that either Selling Party is requested or
required (by oral question or request for information or documents in any legal
proceeding, interrogatory, subpoena, civil investigative demand, or similar
process) to disclose any Confidential Information, the Selling Parties will
notify the Buyer promptly of the request or requirement so that the Buyer may
seek an appropriate protective order or waive compliance

                                      30
<PAGE>

with the provisions of this (S) 7. If, in the absence of a protective order or
the receipt of a waiver hereunder, either Selling Party is compelled to disclose
any Confidential Information to any tribunal or else stand liable for contempt,
the Selling Parties may disclose the Confidential Information to the tribunal;
provided, however, that the Selling Parties shall use their best efforts to
--------  -------
obtain, at the request of the Buyer, an order or other assurance that
confidential treatment will be accorded to such portion of the Confidential
Information required to be disclosed as the Buyer shall designate.

8.   Noncompetition.
     --------------

     8.1.  Agreements Not to Compete.
           -------------------------

           (a)  Each Selling Party, jointly and severally with the other Selling
     Party, agrees that, in consideration of the purchase by the Buyer
     hereunder, neither it nor any of its Subsidiaries or Affiliates shall, on
     or prior to the date which is four (4) years after the Closing Date,
     directly or indirectly, install, begin to install, or assist others in
     installing any oriented polypropylene films production equipment; provided,
                                                                       --------
     however, that the foregoing provisions of this clause shall not be
     -------
     construed to prevent: (i) the Parent, a Subsidiary of the Parent or any
     other Affiliate of the Parent from engaging in any business in competition
     with the Business as a result of an acquisition of the assets or business
     of another Person if no more than 10% of the revenues of such assets or
     business are derived from business competing with the Business, and if the
     revenues of such assets or business derived from business competing with
     the Business constitute less than 10% of the revenues of the Buyer,
     determined in each case for each of the three fiscal years most recently
     ended after giving effect on a pro forma basis to any acquisitions or
     dispositions of businesses or assets; or (ii) any Person who is not an
     Affiliate of the Parent that acquires the Parent, an Affiliate of the
     Parent, or a Subsidiary of the Parent from engaging in any business in
     competition with the Business, provided that no person who ever had any
                                    --------
     managerial responsibilities in connection with the conduct of the Business
     shall be employed by, a consultant to or affiliated with such acquiror.

           (b)  Each Selling Party, jointly and severally with the other Selling
     Party, agrees that, in consideration of the purchase by the Buyer
     hereunder, neither it nor any of its Subsidiaries or Affiliates shall, on
     or prior to the date which is two (2) years after the Closing Date,
     directly or indirectly, run, own, manage, operate, control, be employed by,
     provide consulting services to, be an officer or director of, participate
     in, lend its name to, invest in or be connected in any manner with the
     management, ownership, operation or control of any business, venture or
     activity which is engaged in the oriented polypropylene films business
     (including parts and accessories therefor), except for conducting its
     slitting and shipping operations as contemplated by (S) 5.10; provided,
                                                                   --------
     however, that the foregoing provisions of this clause (a) shall not apply
     -------
     to: (i) any business other than the Business in which the Parent or any of
     its Subsidiaries or Affiliates other than the Seller was engaged on
     December 31, 2000, and any other businesses other than the Business
     reasonably related thereto; (ii) prohibit the Parent, an Affiliate of the
     Parent, or a Subsidiary of the Parent from engaging in any business in
     competition with the Business as a result of an acquisition of the assets
     or business of another Person if no more than 10% of the revenues of such
     assets or business are derived

                                      31
<PAGE>

     from business competing with the Business, and if the revenues of such
     assets or business derived from business competing with the Business
     constitute less than 10% of the revenues of the Buyer, determined in each
     case for each of the three fiscal years most recently ended after giving
     effect on a pro forma basis to any acquisitions or dispositions of
     businesses or assets; or (iii) to prevent any Person who is not an
     Affiliate of the Parent that acquires the Parent, an Affiliate of the
     Parent, or a Subsidiary of the Parent from engaging in any business in
     competition with the Business, provided that no person who ever had any
                                    --------
     managerial responsibilities in connection with the conduct of the Business
     shall be employed by, a consultant to or affiliated with such acquiror.

     8.2.  Solicitation of the Buyer's Employees by the Seller. Each Selling
           ---------------------------------------------------
Party, jointly and severally with the other Selling Party, further agrees that
for a period of two (2) years after the Closing Date the neither it nor any of
its Affiliates will directly or indirectly without the prior written consent of
the Buyer, recruit, offer employment, employ, engage as a consultant, lure or
entice away or in any other manner persuade or attempt to persuade any person
who is an employee of the Buyer or any Subsidiary, group, or division of Buyer
or any Affiliate thereof, to leave the employ of Buyer unless such person has
been terminated by the Buyer or an Affiliate of Buyer; provided, however, that
                                                       --------  -------
the Parent shall have no obligations under this (S) 8.2 with respect to any such
employee with whom the Parent had no contact during the negotiation of this
Agreement or the consummation of the transactions contemplated hereby.

     8.3.  Solicitation of the Seller's Employees by the Buyer. The Buyer agrees
           ---------------------------------------------------
that for a period of two (2) years after the Closing Date, neither it nor any of
its Affiliates will directly or indirectly without the prior written consent of
the Parent, recruit, offer employment, employ, engage as a consultant, lure or
entice away or in any other manner persuade or attempt to persuade any person
who is an employee of the Parent or any Subsidiary, group, or division of Parent
or any Affiliate thereof (except for those employees of the Seller identified
pursuant to (S) 2.11 hereof), to leave the employ of Parent unless such person
has been terminated by the Parent or an Affiliate of Parent; provided, however,
                                                             --------  -------
that the Buyer shall have no obligations under this (S) 8.3 with respect to any
such employee with whom the Buyer had no contact during the negotiation of this
Agreement or the consummation of the transactions contemplated hereby.

9.  Indemnification.
    ---------------

     9.1.  Survival of Representations and Warranties.
           ------------------------------------------

           (a)  All of the representations and warranties of the Selling Parties
     (except for those contained in (S)(S) 3.1 (Organization of the Selling
     Parties), 3.2 (Authorization of Transaction), 3.3 (Noncontravention), 3.4
     (Brokers' Fees) and 3.5 (Title to Assets)), contained herein or in any
     document, certificate or other instrument required to be delivered
     hereunder shall survive the Closing and continue in full force and effect
     until one (1) year after the Closing Date. The representations and
     warranties of the Selling Parties contained in (S)(S) 3.3 and 3.4 shall
     survive the Closing and shall continue in full force and effect for a
     period of three (3) years thereafter. The representations and warranties of
     the Selling Parties contained in (S)(S) 3.1, 3.2 and 3.5 shall survive the
     Closing and shall continue in full force and effect without limit as to
     time (subject to any applicable statutes of limitations and any extensions
     or waivers thereof).

                                      32
<PAGE>

           (b)  All of the representations and warranties of the Buyer (except
     for those contained in (S)(S) 4.1 (Organization of the Buyer), 4.2
     (Authorization of Transaction), 4.3 (Noncontravention), 4.7 (Brokers' Fees)
     and 4.8 (Security Documents)) contained herein or in any document,
     certificate or other instrument required to be delivered hereunder shall
     survive the Closing and shall continue in full force and effect until one
     (1) year after the Closing Date. The representations and warranties of the
     Buyer contained in (S)(S) 4.3 and 4.7 shall survive the Closing and shall
     continue in full force and effect for a period of three (3) years
     thereafter. The representations and warranties of the Buyer contained in
     (S)(S) 4.1, 4.2 and 4.8 shall survive the Closing and shall continue in
     full force and effect without limit as to time (subject to any applicable
     statutes of limitations and any extensions or waivers thereof).

           (c)  The termination of any such representation and warranty,
     however, shall not affect any claim for breaches of representations or
     warranties if written notice thereof is given to the breaching party or
     parties prior to such termination date.

           (d)  All covenants and indemnities of any Party in this Agreement or
     in any document or certificate delivered hereunder shall, unless otherwise
     specifically provided therein, remain in full force and effect forever.

     9.2.  Indemnity by Selling Parties. Each Selling Party, jointly and
           ----------------------------
severally with the other Selling Party, hereby agrees to indemnify, defend and
hold harmless the Buyer and its directors, officers and Affiliates against and
in respect of all Liabilities, obligations, judgments, Liens, injunctions,
charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses,
fines, penalties, expenses, fees, costs, amounts paid in settlement (including
reasonable attorneys' and expert witness fees and disbursements in connection
with investigating, defending or settling any action or threatened action)
(collectively, the "Losses") and that result from:

           (a)  the inaccuracy of any representation or warranty made by either
     Selling Party herein, or resulting from any misrepresentation, breach of
     warranty, in each case as if all materiality provisions were not contained
     therein, or nonfulfillment of any agreement or covenant of either Selling
     Party contained herein or in any agreement or instrument required to be
     entered into in connection herewith or from any misrepresentation in or
     omission from any schedule, document, certificate or other instrument
     required to be furnished by the either Selling Party hereunder; provided,
                                                                     --------
     however, that the Selling Parties shall be liable under this (S) 9.2(a) in
     -------
     respect of Losses only if the aggregate of such Losses exceeds $250,000 in
     which case the Selling Parties will be liable for all Losses; and provided,
                                                                       --------
     further, that the maximum aggregate liability of the Selling Parties under
     -------
     this (S)9.2(a) shall not exceed the sum of the Asset Purchase Price plus
                                                                         ----
     the Raw Materials and Supply Materials Inventory Amount plus the
                                                             ----
     Work-in-Process and Furnished Goods Inventory Amount; and

           (b)  any Liability of the Selling Parties which is not an Assumed
     Liability or which is an Excluded Liability (including, without limitation,
     any Liability of the Selling Parties that becomes a Liability of the Buyer
     under any bulk transfer law of any jurisdiction, under any common law
     doctrine of de facto merger or successor liability, or otherwise by
     operation of law); provided that the Selling Parties will have no
                        --------
     obligation

                                      33
<PAGE>

     to so indemnify the Buyer with respect to any Liability described in
     clauses (a) or (b) of (S) 9.3 below.

     In the event that the Selling Parties may be obliged to indemnify Buyer
under both subsection (a) and subsection (b) of this (S) 9.2, their obligations
under subsection (b) shall be controlling and the limitations provided in (S)(S)
9.1 and 9.2(a) hereof relating to their obligations in respect of Losses
resulting from the inaccuracy of any representation and warranty, or any
misrepresentation, breach of warranty or non-fulfillment of an agreement or
covenant as described in (S) 9.2(a), shall not apply.  The Buyer shall provide
the Selling Parties written notice for any claim made in respect of the
indemnification provided in this (S) 9.2, whether or not arising out of a claim
by a third party.

     9.3.  Indemnity by Buyer.  The Buyer hereby agrees to indemnify, defend
           ------------------
and hold harmless each Selling Party and its respective directors, officers and
Affiliates against and in respect of all Liabilities, obligations, judgments,
liens, injunctions, charges, orders, decrees, rulings, damages, dues,
assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs,
amounts paid in settlement (including reasonable attorneys' and expert witness
fees and disbursements in connection with investigating, defending or settling
any action or threatened action) (collectively, the "Losses") and that result
from:
           (a)  the inaccuracy of any representation or warranty made by the
     Buyer herein, or resulting from any misrepresentation, breach of warranty,
     in each case as if all materiality provisions were not contained therein,
     or nonfulfillment of any agreement or covenant of the Buyer contained
     herein or in any agreement or instrument required to be entered into in
     connection herewith or from any misrepresentation in or omission from any
     schedule, document, certificate or other instrument required to be
     furnished by the Buyer hereunder; provided, however, that the Buyer shall
                                       --------  -------
     be liable under this (S) 9.3(a) in respect of Losses only if the aggregate
     of such Losses exceeds $250,000 in which case the Buyer will be liable for
     all Losses; and provided, further, that the maximum aggregate liability of
                     --------  -------
     the Buyer under this (S)9.3(a) shall not exceed the sum of the Asset
     Purchase Price plus the Raw Materials and Supply Materials Inventory Amount
                    ----
     plus the Work-in-Process and Furnished Goods Inventory Amount; and
     ----

           (b)  the failure of Buyer to pay or satisfy or cause to be paid or
     satisfied any Assumed Liabilities or any other Liabilities of the Buyer
     related to the Business or the Acquired Assets to the extent arising out of
     circumstances or events occurring after the Closing Date; provided that the
                                                               --------
     Buyer will have no obligation to so indemnify the Seller with respect to
     any Excluded Liability.

     9.4.  Matters Involving Third Parties.
           -------------------------------

           (a)  If any third party shall notify either Party (the "Indemnified
     Party") with respect to any matter (a "Third Party Claim") which may give
     rise to a claim for indemnification against the other Party (the
     "Indemnifying Party") under this (S) 9, then the Indemnified Party shall
     promptly notify the Indemnifying Party thereof in writing; provided,
                                                                --------
     however, that no delay on the part of the Indemnified Party in notifying
     -------
     the

                                      34
<PAGE>

     Indemnifying Party shall relieve the Indemnifying Party from any obligation
     hereunder unless (and then solely to the extent) the Indemnifying Party
     thereby is prejudiced.


          (b)  The Indemnifying Party will have the right to defend the
     Indemnified Party against the Third Party Claim with counsel of its choice
     reasonably satisfactory to the Indemnified Party so long as (i) the
     Indemnifying Party notifies the Indemnified Party in writing within twenty
     (20) days after the Indemnified Party has given notice of the Third Party
     Claim that the Indemnifying Party will indemnify the Indemnified Party from
     and against the entirety of any Losses the Indemnified Party may suffer
     resulting from, arising out of, relating to, in the nature of, or caused by
     the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified
     Party with evidence reasonably acceptable to the Indemnified Party that the
     Indemnifying Party will have the financial resources to defend against the
     Third Party Claim and fulfill its indemnification obligations hereunder,
     (iii) the Third Party Claim involves only money damages and does not seek
     an injunction or other equitable relief, (iv) settlement of, or an adverse
     judgment with respect to, the Third Party Claim is not, in the good faith
     judgment of the Indemnified Party, likely to establish a precedential
     custom or practice adverse to the continuing business interests of the
     Indemnified Party, and (v) the Indemnifying Party conducts the defense of
     the Third Party Claim actively and diligently.

          (c)  So long as the Indemnifying Party is conducting the defense of
     the Third Party Claim in accordance with (S) 9.4(b), (i) the Indemnified
     Party may retain separate co-counsel at its sole cost and expense and
     participate in the defense of the Third Party Claim, (ii) the Indemnified
     Party will not consent to the entry of any judgment or enter into any
     settlement with respect to the Third Party Claim without the prior written
     consent of the Indemnifying Party (which consent shall not unreasonably be
     withheld), and (iii) the Indemnifying Party will not consent to the entry
     of any judgment or enter into any settlement with respect to the Third
     Party Claim unless written agreement is obtained releasing the Indemnified
     Party from all liability thereunder.

          (d)  In the event any of the conditions in (S) 9.4(b) is or becomes
     unsatisfied, however, (i) the Indemnified Party may defend against, and
     consent to the entry of any judgment or enter into any settlement with
     respect to, the Third Party Claim in any manner it may reasonably deem
     appropriate (and the Indemnified Party need not consult with, or obtain any
     consent from, any Indemnifying Party in connection therewith), (ii) the
     Indemnifying Party will reimburse the Indemnified Party promptly and
     periodically for the costs of defending against the Third Party Claim
     (including reasonable attorneys' fees and expenses), and (iii) the
     Indemnifying Party will remain responsible for any Losses the Indemnified
     Party may suffer resulting from, arising out of, relating to, in the nature
     of, or caused by the Third Party Claim to the fullest extent provided in
     this (S) 9.

10.  Termination.
     -----------

     10.1. Termination of Agreement.  Either of the Parties may terminate this
           ------------------------
Agreement as provided below:

                                      35
<PAGE>

           (a)  the Parties may terminate this Agreement by mutual written
     consent at any time prior to the Closing;

           (b)  the Buyer may terminate this Agreement by giving written notice
     to the Seller at any time prior to the Closing (i) in the event either
     Selling Party would be unable to satisfy the conditions specified in (S)(S)
     6.1(a) or (b), the Buyer has notified the Seller of such inability, and
     such inability has continued without cure for a period of thirty (30) days
     after the notice of such inability or (ii) if the Closing shall not have
     occurred on or before September 30, 2001 (unless the failure results
     primarily from the Buyer being unable to satisfy the conditions specified
     in (S)(S) 6.2(a) or (b)); and

           (c)  the Selling Parties may terminate this Agreement by giving
     written notice to the Buyer at any time prior to the Closing (i) in the
     event the Buyer would be unable to satisfy the conditions specified in
     (S)(S) 6.2(a) or (b), the Seller has notified the Buyer of such inability,
     and such inability has continued without cure for a period of thirty (30)
     days after the notice of such inability or (ii) if the Closing shall not
     have occurred on or before September 30, 2001 (unless the failure results
     primarily from either Selling Party being unable to satisfy the conditions
     specified in (S)(S) 6.1(a) or (b)).

     10.2. Effect of Termination.  If any Party terminates this Agreement
           ---------------------
pursuant to (S) 10.1, all rights and obligations of the Parties hereunder shall
terminate without any Liability of any Party to any other Party (except for any
Liability of any Party then in breach and except as specified herein and in the
Escrow Agreement).

11.  Miscellaneous.
     -------------

     11.1. Press Releases and Public Announcements.  Upon the execution of this
           ---------------------------------------
Agreement, the Parties may issue press releases or make public announcements so
long as the content of such press releases or public announcements have been
agreed upon by the Parties.  Either Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or trading
agreement concerning its publicly-traded securities (in which case the
disclosing Party will provide the other Party with the opportunity to review in
advance the disclosure).

     11.2. No Third Party Beneficiaries.  This Agreement shall not confer any
           ----------------------------
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

     11.3. Entire Agreement.  This Agreement (including the documents referred
           ----------------
to herein) constitutes the entire agreement between the Parties and supersedes
any prior understandings, agreements, or representations by or between the
Parties, written or oral, to the extent they related in any way to the subject
matter hereof.

     11.4. Succession and Assignment.  This Agreement shall be binding upon and
           -------------------------
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns.  No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other Party; provided, however, that the Buyer may (i) assign any or all
                    --------  -------
of its rights and interests hereunder to one or more of its Affiliates and (ii)

                                      36
<PAGE>

designate one or more of its Affiliates to perform its obligations hereunder,
but no such assignment shall relieve the Buyer of any of its obligations
hereunder.

     11.5. Counterparts.  This Agreement may be executed in one or more
           ------------
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

     11.6. Headings.  The section headings contained in this Agreement are
           --------
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

     11.7. Notices.  All notices, requests, demands, claims, and other
           -------
communications hereunder will be in writing.  Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) upon
confirmation of facsimile, (ii) one (1) Business Day following the date sent
when sent by overnight delivery by recognized overnight courier service for
delivery on the next Business Day and (iii) five (5) Business Days following the
date mailed when mailed by registered or certified mail return receipt requested
and postage prepaid at the following address:

     If to either Selling Party:
     --------------------------

           Hood Companies, Inc.
           623 Main Street, Suite 100
           PO Box 870
           Hattiesburg, Mississippi  39403-0870
           Facsimile:  (601) 582-3989
           Attention:    Larry Davis
                         Chief Financial Officer

     Copy to:
     -------

           John A. Burnam, Esq.
           623 Main Street, Suite 200
           P.O. Box 1828
           Hattiesburg, Mississippi  39403-0870
           Facsimile:  (601) 582-0622

     If to the Buyer:
     ---------------

           Applied Extrusion Technologies, Inc.
           3 Centennial Drive
           Peabody, MA 01960
           Facsimile:  (978) 538-1557
           Attention:    John R. Dudek, Esq.
                         General Counsel

                                      37
<PAGE>

     Copy to:
     -------

            Ropes & Gray
            One International Place
            Boston, MA  02110-2624
            Facsimile:  (617) 951-7050
            Attention:  Winthrop G. Minot, Esq.

     Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient.  Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other Party notice in the manner herein set forth.

     11.8.  Governing Law.  This Agreement shall be governed by and construed in
            -------------
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.  Notwithstanding the above,
any dispute relating to the provisions of (S) 11.15 hereof shall be governed by
the American Arbitration Act as then in force.

     11.9.  Amendments and Waivers.  No amendment of any provision of this
            ----------------------
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and each Selling Party. No waiver by either Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

     11.10. Severability.  Any term or provision of this Agreement that is
            ------------
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

     11.11. Expenses.  Each of the Buyer and the Selling Parties will bear
            --------
their own costs and expenses (including legal and accounting fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby. The Buyer shall bear all expenses incurred with respect to the transfer
to the Buyer of any Acquired Intellectual Property.

     11.12. Construction.  The Parties have participated jointly in the
            ------------
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring either Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the

                                      38
<PAGE>

context requires otherwise. The word "including" shall mean including without
limitation. Nothing in the Disclosure Schedule shall be deemed adequate to
disclose an exception to a representation or warranty made herein unless the
Disclosure Schedule identifies the exception. Without limiting the generality of
the foregoing, the mere listing (or inclusion of a copy) of a document or other
item shall not be deemed adequate to disclose an exception to a representation
or warranty made herein (unless the representation or warranty has to do with
the existence of the document or other item itself). The Parties intend that
each representation, warranty, and covenant contained herein shall have
independent significance. If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty, or covenant relating to the same
subject matter (regardless of the relative levels of specificity) which the
Party has not breached shall not detract from or mitigate the fact that the
Party is in breach of the first representation, warranty, or covenant.

     11.13. Incorporation of Exhibits and Schedules.  The Exhibits and Schedules
            ---------------------------------------
identified in this Agreement are incorporated herein by reference and made a
part hereof.

     11.14. Specific Performance.  Each of the Parties acknowledges and agrees
            --------------------
that the other Party would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the Parties agrees that
each of the other Parties shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any action instituted in
any court of the United States or any state thereof having jurisdiction over the
Parties and the matter in addition to any other remedy (subject to the
provisions set forth in (S) 11.15 below) to which it may be entitled, at law or
in equity.

     11.15. Arbitration.
            -----------

a            (a)  Generally.  Except solely as set forth in (S) 11.14 and (S)
                 ---------
     11.15(c) hereof, each dispute, difference, controversy or claim arising in
     connection with or related or incidental to, or question occurring under,
     this Agreement or the subject matter hereof shall be finally settled under
     the Commercial Arbitration Rules of the American Arbitration Association
     (the "AAA") by an arbitral tribunal composed of three  arbitrators, at
     least one of whom shall be an attorney experienced in corporate
     transactions and one shall be experienced in the plastic film business,
     appointed by agreement of the parties in accordance with said Rules.  In
     the event the parties fail to agree upon a panel of arbitrators from the
     first list of potential arbitrators proposed by the AAA, the AAA will
     submit a second list in accordance with said Rules.  In the event the
     parties shall have failed to agree upon a full panel of arbitrators from
     said second list, any remaining arbitrators to be selected shall be
     appointed by the AAA in accordance with said Rules.  If, at the time of the
     arbitration, the parties agree in writing to submit the dispute to a single
     arbitrator, said single arbitrator shall be appointed by agreement of the
     parties in accordance with the foregoing procedure, or, failing such
     agreement, by the AAA in accordance with said Rules.  The foregoing
     arbitration proceedings may be commenced by either party by notice to the
     other party.

                                      39
<PAGE>

            (b)  Place of Arbitration.  The venue of such arbitration shall be
                 --------------------
     Chicago, Illinois or any other place mutually agreed to by the Buyer and
     Selling Parties.

            (c)  Recourse to Courts.  Subject to (S) 11.14 hereof, the parties
                 ------------------
     hereby exclude any right of appeal to any court on the merits of the
     dispute. The provisions of this (S) 11.15 may be enforced in any court
     having jurisdiction over the award or any of the parties or any of their
     respective assets, and judgment on the award (including without limitation
     equitable remedies) granted in any arbitration hereunder may be entered in
     any such court. Nothing contained in this (S) 11.15 shall prevent any party
     from seeking interim measures of protection in the form of pre-award
     attachment of assets or preliminary or temporary equitable relief.

     11.16. Waiver of Jury Trial.
            --------------------

     TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE
PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR
BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE.

                                      40
<PAGE>

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first above written.


                    APPLIED EXTRUSION TECHNOLOGIES, INC.



                    By: /s/ Anthony J. Allott
                        __________________________________________


                    Title: Senior Vice President and
                           Chief Financial Officer
                          ________________________________________


                    HOOD COMPANIES, INC.



                    By: /s/ Larry D. Davis
                        __________________________________________


                    Title: Vice President
                          ________________________________________


                    QPF, LLC


                    By: /s/ Larry D. Davis
                        __________________________________________


                    Title: Vice President
                          ________________________________________





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2.1
<SEQUENCE>6
<FILENAME>dex1021.txt
<DESCRIPTION>AMENDMENT NO. 1 TO ASSET PURCHASE
<TEXT>
<PAGE>

                                                                  Exhibit 10.2.1


                                                                  EXECUTION COPY

                                AMENDMENT NO. 1

                                      TO

                           ASSET PURCHASE AGREEMENT


     This Amendment No. 1 (the "Amendment") is entered into as of June 12, 2001,
by and among (i) Applied Extrusion Technologies, Inc., a Delaware corporation
(the "Buyer"), and (ii) QPF, LLC, a Mississippi limited liability company (the
"Seller"), and Hood Companies, Inc., a Mississippi corporation (the "Parent";
each of the Seller and the Parent is sometimes referred to herein as "Selling
Party" and collectively as the "Selling Parties"). The Buyer and the Selling
Parties are collectively referred to herein as the "Parties."

     The Parties entered into an Asset Purchase Agreement dated as of May 3,
2001. The Parties now desire to enter into this Amendment in order to amend and
supplement certain of the terms and provisions of such Asset Purchase Agreement.
Such Asset Purchase Agreement as in effect immediately prior to the
effectiveness of this Amendment is referred to herein as the "Prior Agreement",
and such Asset Purchase Agreement as in effect immediately after the
effectiveness of this Amendment is referred to herein as the "Amended
Agreement."

     The purposes of this Amendment include, without limitation, to remove from
the Amended Agreement all references to the Purchase Note and the Purchase
Security Agreement, to provide for the Closing to occur on June 19, 2001 and to
provide that, notwithstanding the Closing on June 19, 2001, the Seller will
continue to operate the assets to be transferred to the Buyer under the Amended
Agreement until June 30, 2001, when title to such assets shall be transferred to
the Buyer.

     Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.

1.   Definitions. Terms defined in the Amended Agreement and not otherwise
     -----------
defined herein are used herein with the meanings so defined.

2.   Amendments to Prior Agreement. Effective as of the date of this Amendment,
     -----------------------------
the Prior Agreement is hereby amended as follows:

     2.1.  Defined Terms. Section 1.1 of the Prior Agreement is amended as
           -------------
           follows:

           (a)  The definitions of "Purchase Note" and "Purchase Security
     Agreement" are deleted.

           (b)  The definition of "Note" is amended to read in its entirety as
follows:
<PAGE>

                "Note" means the Inventory Note.

           (c)  The definition of "Security Agreement" is amended to read in its
     entirety as follows:

                "Security Agreement" means the Inventory Security Agreement.

     2.2.  Section 2.5. Section 2.5 of the Prior Agreement is amended to
           ------------
read in its entirety as follows:

           2.5. Purchase Price.  In consideration for the Acquired Assets, the
                --------------
     Buyer agrees to assume the Assumed Liabilities and to deliver to the Seller
     as set forth below in this (S) 2.5, (i) $15,000,000 (the "Asset Purchase
     Price") plus (ii) a note, in substantially the form attached hereto as
             ----
     Exhibit C (the "Inventory Note"), payable to the Buyer in an amount equal
     to the sum of the Raw Materials and Supply Inventory Amount plus the Work-
                                                                 ----
     in-Process and Finished Goods Inventory Amount, ((i) and (ii) together, the
     "Purchase Price").

                (a) The Purchase Price shall be payable by the Buyer to the
           Seller as follows:

                    (i)  Concurrently with the execution and delivery of this
                Agreement, the Buyer is delivering to the Seller, by wire
                transfer of immediately available funds, the amount of
                $2,000,000 (the "Deposit") in prepayment of a portion of the
                Asset Purchase Price. The Seller shall be entitled to retain the
                Deposit whether or not the Closing actually occurs, unless any
                of the following shall have occurred: (A) the Seller shall have
                failed to issue a WARN notice with respect to all of the
                employees at the Streamwood facility not more than five (5)
                Business Days after the date hereof; (B) the Seller shall have
                failed to publicly announce the transactions contemplated hereby
                not more than five (5) Business Days after the date hereof; (C)
                after the date hereof, the Seller shall have failed to provide
                the Buyer and its representatives with full access to the
                Streamwood Facility, all of the Acquired Assets and all
                employees engaged in the Business; or (D) the Selling Parties
                shall have failed to assist the Buyer in conducting an orderly
                transition of the Business from the Seller to the Buyer in
                accordance with the last sentence of (S) 5.3; provided, however,
                                                              --------  -------
                that, if the Closing shall not occur by virtue of either (A) a
                willful or grossly negligent failure by either of the Selling
                Parties to satisfy any condition set forth in (S) 6.1 or (B) the
                Buyer having terminated this Agreement pursuant to (S) 10.1(b)
                and if a basis for such termination arose by virtue of a willful
                or grossly negligent act, failure to act or omission by either
                of the Selling Parties, then the Seller shall promptly, and in
                any event within two (2) Business Days, return the Deposit to
                the Buyer.


                    (ii) Concurrently with the execution and delivery of this
                Agreement, the Buyer is delivering to State Street Bank and
                Trust Company, as Escrow Agent (the "Escrow Agent"), pursuant to
                the Escrow Agreement in substantially the form attached hereto
                as Exhibit M (as from time to time in effect, the

                                      -2-
<PAGE>

                "Escrow Agreement") the amount of $4,000,000 (the "Escrow
                Amount"). Such funds shall be held by the Escrow Agent in
                accordance with the terms of the Escrow Agreement and shall be
                delivered to the Seller at the Closing in payment of a portion
                of the Asset Purchase Price. The Seller shall be paid the Escrow
                Amount whether or not the Closing actually occurs, unless the
                Closing shall not occur by virtue of either (A) a failure by the
                Selling Parties to satisfy any condition set forth in (S) 6.1 or
                (B) the Buyer having terminated this Agreement pursuant to (S)
                10.1(b), in which event the Escrow Amount shall be returned to
                the Buyer.

                    (iii)  At the Closing, the Buyer shall pay the balance of
                the Asset Purchase Price ($9,000,000) by delivering to the
                Seller, by wire transfer to such account as the Seller may
                specify not less than two Business Days prior to the Closing,
                immediately available funds in the amount of $9,000,000.

                    (iv)   On June 30, 2001, the Buyer shall execute and deliver
                to the Seller the Inventory Note. The Buyer's payment of the
                Inventory Note shall be secured by a security interest in the
                Inventory pursuant to an Inventory Security Agreement (the
                "Inventory Security Agreement") in substantially the form of
                Exhibit D hereto, which the Buyer shall execute and deliver to
                the Seller on June 30, 2001.

                (b) The Buyer will use its reasonable commercial efforts to
          consume or sell the Inventory.  The Buyer will remit cash payments to
          the Seller in the amount of the purchase price paid by the Buyer for
          any Inventory determined pursuant to Exhibit E which is consumed or
          sold, such payments to be made at the time the Buyer moves such
          Inventory from a facility under the control of the Seller. Each such
          payment shall automatically reduce the balance outstanding on the
          Inventory Note by the amount of such payment, and the Buyer shall pay
          the outstanding balance on the Inventory Note, if any, to the Seller
          on the date which is 230 days after June 30, 2001.

    2.3.  Section 2.6. Section 2.6 of the Prior Agreement is amended to read
          -----------
in its entirety as follows:

          2.6.  Inventory Amount Calculations.
                -----------------------------

                (a) Raw Materials and Supply Inventory. On June 30, 2001, the
                    ----------------------------------
          Buyer and the Seller shall together conduct a physical count of that
          portion of raw materials and supply inventory acquired and held by the
          Seller for use in the Business in the Ordinary Course of Business that
          will not be slow moving or obsolete as of June 30, 2001. The Seller
          shall prepare, and shall furnish to the Buyer on June 30, 2001, a
          certificate, executed by the Chief Financial Officer of the Seller,
          that sets forth the aggregate cost of such raw materials and supply
          inventory calculated in accordance with Exhibit E (the "Raw Materials
          and Supply Inventory Amount") and that sets forth the book value of
          such raw materials and supply inventory calculated in accordance with
          GAAP.

                                      -3-
<PAGE>

                (b)  Work-in-Process and Finished Goods Inventories.  On June
                     ----------------------------------------------
          30, 2001, the Buyer and the Seller shall together conduct a physical
          count of work-in-process inventory and finished goods inventory
          acquired and held by the Seller for use in the Business in the
          Ordinary Course of Business. The Seller shall prepare, and shall
          furnish to the Buyer on June 30, 2001, a certificate, executed by the
          Chief Financial Officer of the Seller, that sets forth the aggregate
          cost of such work-in-process and finished goods inventory calculated
          in accordance with Exhibit E (the "Work-in-Process and Finished Goods
          Inventory Amount") and that sets forth the book value of such work-in-
          process and finished goods inventory calculated in accordance with
          GAAP.

    2.4.  Section 2.7. Section 2.7 of the Prior Agreement is amended to read in
          -----------
its entirety as follows:

          2.7.  Determination of Amounts.  The Buyer and the Seller, on June 30,
                ------------------------
    2001, will agree upon each of the Raw Materials and Supply Inventory Amount
    and the Work-in-Process and Finished Goods Inventory Amount. The principal
    amount of the Inventory Note shall be equal to the sum of the Raw Materials
    and Supply Inventory Amount plus the Work-in-Process and Finished Goods
                                ----
    Inventory Amount. If the Parties disagree as to any of such amounts: (a) the
    Buyer and the Seller shall each deliver to the other its determination of
    the sum of the Raw Materials and Supply Inventory Amount plus the Work-
                                                             ----
    in-Process and Furnished Goods Inventory Amount (each a "Disputed Amount");
    (b) the Buyer shall deliver to the Seller the Inventory Note in an amount
    equal to (x) the sum of the Buyer's Disputed Amount plus the Seller's
                                                        ----
    Disputed Amount divided by (y) 2.0; (c) PricewaterhouseCoopers (the
                    ----------
    "Independent Accountant") shall review the Disputed Amounts and shall,
    within ten (10) days of June 30, 2001, select either the Buyer's Disputed
    Amount or the Seller's Disputed Amount as most closely being equal to the
    sum of the actual Raw Materials and Supply Inventory Amount plus the Work-
                                                                ----
    in-Process and Finished Goods Inventory Amount, and this determination will
    be final and binding on the Parties; (d) the Parties shall co-operate with
    the Independent Accountant in responding to requests for information; (e)
    the expenses of the Independent Accountant shall be borne by the Party whose
    Disputed Amount was not so selected by the Independent Accountant; and (f)
    the Buyer shall deliver to the Seller a new Inventory Note reflecting the
    Disputed Amount chosen by the Independent Accountant in exchange for the
    Inventory Note delivered to the Seller at June 30, 2001, which the Seller
    shall deliver to the Buyer marked "Cancelled".

    2.5.  Section 2.8.  Section 2.8 of the Prior Agreement is amended by
          -----------
substituting the date "June 19, 2001" for the date "June 29, 2001" appearing
therein.

    2.6.  Section 2.9. Section 2.9 of the Prior Agreement is amended to read
          -----------
in its entirety as follows:

          2.9.  Deliveries at the Closing.
                -------------------------

                (a)  At the Closing, the Selling Parties will deliver to the
     Buyer properly executed and acknowledged, if requested by the Buyer, (i)
     the Bill of Sale in the form attached hereto as Exhibit G and the
     Assignment and Assumption Agreement in the

                                      -4-
<PAGE>

        form attached hereto as Exhibit H, (ii) the various certificates,
        instruments, and documents referred to in (S) 6.1 and elsewhere herein,
        (iii) such other instruments of sale, transfer, conveyance and
        assignment as the Buyer and its counsel may reasonably request.

                (b)  At the Closing, the Buyer will deliver to the Selling
        Parties properly executed and acknowledged, if requested by the Selling
        Parties, (i) the Assignment and Assumption Agreement in the form
        attached hereto as Exhibit H, (ii) the various certificates,
        instruments, and documents referred to in (S) 6.2 and elsewhere herein,
        (iii) such other instruments of sale, transfer, conveyance and
        assignment as the Selling Parties and their counsel may reasonably
        request, and (iv) the consideration specified in (S) 2.5 to be delivered
        by the Buyer to the Seller at the Closing.

                (c)  On or prior to June 30, 2001, the Seller shall collect and
        assemble all of the Acquired Assets which are tangible into the
        Streamwood Facility, provided that finished goods Inventory may continue
                             --------
        to be stored with warehousemen and at the locations specified by the
        Seller in a certificate given by the Seller to the Buyer at the Closing.

                (d)  It is understood and agreed that, although the Buyer will
        acquire title to, and ownership of, all of the Acquired Assets on June
        30, 2001, the Acquired Assets not constituting Inventory shall remain in
        the possession of the Seller after such date and, in the case of such
        Acquired Assets as are tangible, located at the Streamwood Facility,
        provided that the Buyer shall be entitled to possession of any thereof
        as from time to time may be requested by the Buyer after June 30, 2001.
        The Seller shall take all actions reasonably requested by the Buyer in
        order to identify such Acquired Assets as the property of the Buyer. The
        Buyer agrees that it shall remove all Inventory from the Streamwood
        Facility within 120 days after June 30, 2001.

   2.7. Addition of Section 2.12. The Prior Agreement is amended by adding
        ------------------------
thereto a new Section 2.12 which shall read in its entirety as follows:

        2.12.  Continuing Operations. The Parties agree that, notwithstanding
               ---------------------
   the occurrence of the Closing, the Seller shall continue to have title to and
   possession of all of the Acquired Assets until June 30, 2001, and shall
   continue to operate the Acquired Assets to produce Inventory between the
   Closing and June 30, 2001. The Seller shall be responsible for all Losses
   arising out of or related to the conduct of the Business or the ownership of
   the Acquired Assets until title to the Acquired Assets is transferred to the
   Buyer in accordance with the terms hereof. On and as of June 30, 2001, except
   solely to the extent required to comply with (S) 5.10, the Selling Parties
   shall have: (i) ceased all manufacturing operations at the Streamwood
   Facility; (ii) closed the Streamwood Facility in accordance with (S) 5.12;
   and (iii) terminated the employment of all of the employees of the Seller
   except those employees that are to be retained by the Seller.

   2.8. Section 5.10.  Section 5.10 of the Prior Agreement is amended by
        ------------
substituting the phrase "June 30, 2001" for the phrase "the Closing Date" each
place where it appears therein.

                                      -5-
<PAGE>

     2.9.  Section 5.11.  Section 5.11 of the Prior Agreement is amended by
           ------------
substituting the phrase "June 30, 2001" for the phrase "the Closing Date" each
place where it appears therein.  The first paragraph of Section 5.11 is amended
to read in its entirety as follows:

           5.11.  Accounts Receivable.  For a period not exceeding six (6)
                  -------------------
     months after June 30, 2001, the Buyer shall be responsible for managing the
     collection of accounts receivable retained by the Seller and relating to
     the Business; provided, however, that the Buyer shall not be responsible
                   --------  -------
     for managing the collection of accounts receivable retained by the Seller
     and listed on Exhibit N and, provided, further, that the Buyer shall not be
                                  --------  -------
     required to condition any sale to a customer on the payment by such
     customer of all or any part of such an account receivable, commence any
     collection proceedings in the nature of litigation, or take any other
     action which is or may be adverse to such customer or the Buyer's
     relationship with such customer.

     2.10.  Section 5.12.  Section 5.12 of the Prior Agreement is amended to
            ------------
read in its entirety as follows:

            5.12.  Closing of Streamwood Facility; Maintenance, Storage, Removal
                   -------------------------------------------------------------
     and Shipment of Acquired Assets.
     ---------------------------------

                   (a)  The parties acknowledge that the Acquired Assets are
            located on real property and in buildings which, at and after June
            30, 2001, either will be owned by Seller or will be owned by a third
            party to which Seller has sold such real property and buildings (the
            "Third Party Owner") either as of June 30, 2001 or sometime after
            June 30, 2001. The parties further acknowledge that, as of June 30,
            2001, substantially all of the Acquired Assets which are tangible
            (excluding Inventory which is held in third party warehouses or on
            consignment) will be located at the Streamwood Facility.

                   (b)  On or prior to June 30, 2001, Seller shall discontinue
            all manufacturing activities at the Streamwood Facility, except for
            its slitting and shipping operations, as contemplated in Section
            5.10 hereof, and except as may be mutually agreed to in writing by
            the parties.

                   (c)  Seller shall, and (if applicable) shall cause the Third
            Party Owner to, continue to allow the Acquired Assets to remain in
            the Streamwood Facility as follows:

                        (i)  Seller shall, and (if applicable) shall cause the
                   Third Party Owner to, continue to allow the Acquired Assets
                   to remain in the Streamwood Facility for a period of not less
                   than six (6) months after June 30, 2001; provided that any
                                                            --------
                   Inventory at the Streamwood Facility will be removed in
                   accordance with (S) 2.9(d) hereof. At such time as the
                   Acquired Assets are no longer allowed to remain in the
                   Streamwood Facility pursuant to the immediately preceding
                   sentence, the Buyer will remove all Acquired Assets from the
                   Streamwood Facility in accordance with the other provisions
                   of this (S) 5.12.

                        (ii) Intentionally Omitted.

                                      -6-
<PAGE>

                        (iii)  Seller will, and will (if applicable) cause the
                    Third Party Owner to, from time to time allow Buyer
                    reasonable access to the Acquired Assets for the express
                    intent of selling or moving all or a portion of the Acquired
                    Assets.

            When the Asset Purchase Price is paid in full at Closing, Seller
            shall, and (if applicable) shall cause the Third Party Owner to,
            give Buyer and its representatives all reasonable access to the
            Acquired Assets for the purposes of dismantling, crating and
            shipping any equipment included in the Acquired Assets. From and
            after June 30, 2001, Seller shall use reasonable efforts to keep
            Seller's employees, agents and representatives away from the
            Acquired Assets to the extent that they remain in Seller's
            Streamwood Facility, except as contemplated in Section 5.10 hereof.
            From and after June 30, 2001, Buyer shall be solely responsible for
            the Acquired Assets, including without limitation the protection and
            insuring thereof and all Taxes relating thereto.

                    (d)  Seller shall, and (if applicable) shall cause the Third
            Party Owner to, maintain all insurance, security, services and
            utilities relating to the Streamwood Facility so long as any of the
            Acquired Assets remain therein, and, prior June 30, 2001, Seller
            shall maintain all insurance on the Acquired Assets on the same
            terms and conditions as such insurance exists on the date hereof.

                    (e)  Intentionally Omitted.

                    (f)  When Buyer removes the Acquired Assets from the
            Streamwood Facility, Buyer shall not be required to restore or
            repair those areas of the Streamwood Facility which may be required
            to be damaged in order to separate and remove the Acquired Assets
            from the Streamwood Facility. Notwithstanding the immediately
            preceding sentence, Buyer shall be responsible for any and all other
            damage caused by Buyer, its employees, agents and contractors to the
            Streamwood Facility other than such damage as may be reasonably
            necessary in connection with the separation and removal of the
            Acquired Assets from the Streamwood Facility.

                    (g)  Prior to commencing removal of any of the Acquired
            Assets, Buyer shall furnish to the Selling Parties and (if
            applicable) the Third Party Owner certificates of insurance from
            Buyer's insurance carrier and from the insurance carrier of the
            Person which is to perform the removal activity. Such certificates
            of insurance shall be in such amounts and with such deductibles as
            may be reasonably required by the Selling Parties and (if
            applicable) the Third Party Owner; provided, however, that such
                                               --------  -------
            amounts of coverage and deductibles must be reasonable in light of
            the removal activity to be performed and shall name the Selling
            Parties and (if applicable) the Third Party Owner as an additional
            insured.

                    (h)  Each Person, including without limitation Buyer, which
            is removing any of the Acquired Assets shall carry workers
            compensation as required by the law of the State of Illinois and
            shall furnish evidence of the same to the Selling Parties and (if
            applicable) the Third Party Owner prior to commencing any work at
            the Streamwood Facility.

                                      -7-
<PAGE>

                    (i)  All Persons while on the Streamwood Facility shall
            comply with all Federal, state and local laws, rules and regulations
            and shall further comply with Seller's and (if applicable) the Third
            Party Owner's reasonable general safety rules while on the
            Streamwood Facility.

                    (j)  After June 30, 2001, the Selling Parties and (if
            applicable) the Third Party Owner shall have no obligation
            whatsoever to maintain, repair and replace any Equipment included in
            the Acquired Assets, including but not limited to the Equipment used
            for the slitting and shipping operations contemplated in Section
            5.10 hereof and any Equipment used for manufacturing if the parties
            have mutually agreed in writing to continue manufacturing operations
            after June 30, 2001. Buyer specifically understands, agrees and
            acknowledges that from and after June 30, 2001, all costs and
            expenses for repairing and maintaining repairing the Equipment shall
            be at the sole cost and expense of Buyer and all obligation to
            repair and maintain the Equipment shall be the sole responsibility
            of Buyer.

                    (k)  Buyer agrees to save harmless and indemnify the Selling
            Parties and their successors and assigns for any loss, cost, damage
            or injury arising or resulting from acts or omissions of the Buyer
            or its agents in connection with their activities in the Streamwood
            Facility and all work and activities undertaken by the Buyer
            pursuant to this Agreement shall be undertaken by qualified
            personnel. Buyer agrees to use reasonable commercial efforts to
            obtain the agreement of any third party contractors performing work
            on Buyer's behalf at the Streamwood Facility to indemnify the
            Selling Parties and their successors and assigns for any loss, cost,
            damage or injury arising or resulting from acts or omissions of such
            third party contractor. The provisions of this (S) 5.12(k) are in
            addition to the indemnities provided elsewhere in this Agreement.

                    (l)  Each Selling Party, jointly and severally with the
            other Selling Party, agrees to save harmless and indemnify the Buyer
            and its successors and assigns for any loss, cost, damage or injury
            arising or resulting from acts or omissions of either Selling Party
            or the agents of either of them in connection with their activities
            in the Streamwood Facility and all work and activities undertaken by
            each Selling Party pursuant to this Agreement shall be undertaken by
            qualified personnel. Each Selling Party agrees to use reasonable
            commercial efforts to obtain the agreement of any third party
            contractors performing work on behalf of either Selling Party at the
            Streamwood Facility to indemnify the Buyer and its successors and
            assigns for any loss, cost, damage or injury arising or resulting
            from acts or omissions of such third party contractor. The
            provisions of this (S) 5.12(l) are in addition to the indemnities
            provided elsewhere in this Agreement.

     2.11.  Section 5.14. Section 5.14 of the Prior Agreement is amended to
            ------------
read in its entirety as follows:

            5.14.  Intentionally Omitted.
                   ---------------------

                                      -8-
<PAGE>

     2.12.  Section 6.1(c). Section 6.1(c) of the Prior Agreement is amended
            --------------
to read in its entirety as follows:

            (c)  Intentionally Omitted.
                 ---------------------

     2.13.  Exhibits.
            --------

            (a)  Exhibits A and B to the Prior Agreement are hereby deleted.

            (b)  Exhibits G and H are amended to read in their entirety as set
     forth in Exhibits G and H, respectively, to this Amendment.

            (c)  The legal opinions attached as Exhibits K and L to the Prior
     Agreement will be modified as mutually agreed to by the Parties at Closing.

3.   Miscellaneous.
     -------------

     3.1.   Entire Agreement.  This Amendment and the Amended Agreement
            ----------------
(including the documents referred to herein and therein) constitutes the entire
agreement between the Parties and supersedes any prior understandings,
agreements, or representations by or between the Parties, written or oral, to
the extent they related in any way to the subject matter hereof.

     3.2.   Counterparts.  This Agreement may be executed in one or more
            ------------
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

     3.3.   Headings.  The section headings contained in this Agreement are
            --------
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

     3.4.   Governing Law.  This Amendment shall be governed by and construed in
            -------------
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.

     3.5.   Effect of Amendments.  Except as specifically amended hereby, the
            --------------------
Prior Agreement shall remain unchanged, and the Amended Agreement is hereby
confirmed by each Party as being in full force and effect.

     3.6.   Severability.  Any term or provision of this Agreement that is
            ------------
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

     3.7.   Construction.  The Parties have participated jointly in the
            ------------
negotiation and drafting of this Amendment. In the event an ambiguity or
question of intent or interpretation arises, this Amendment shall be construed
as if drafted jointly by the Parties and no presumption or burden of

                                      -9-
<PAGE>

proof shall arise favoring or disfavoring either Party by virtue of the
authorship of any of the provisions of this Amendment.

     3.8.  Incorporation of Exhibits.  The Exhibits identified in this
           -------------------------
Amendment are incorporated herein by reference and made a part hereof.

                                     -10-
<PAGE>

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first above written.


                       APPLIED EXTRUSION TECHNOLOGIES, INC.



                       By: /s/  Anthony J. Allott
                           __________________________________________


                       Title: Senior Vice President and
                              Chief Financial Officer
                              _______________________________________

                       HOOD COMPANIES, INC.


                       By: /s/ Larry D. Davis
                           __________________________________________


                       Title: Vice President
                              _______________________________________

                       QPF, LLC



                       By: /s/ Larry D. Davis
                           __________________________________________


                       Title: Vice President
                              _______________________________________

<PAGE>

                                                                       EXHIBIT G

                                 BILL OF SALE

     BILL OF SALE, made, executed and delivered on June 19, 2001, by QPF,
L.L.C., a Mississippi limited liability company (the "Seller"), to Applied
Extrusion Technologies, Inc., a Delaware corporation (the "Buyer")

                             W I T N E S S E T H:

     WHEREAS, the Buyer and the Seller are parties to an Asset Purchase
Agreement dated as of May 3, 2001 (the "Agreement") and Amendment No. 1 to the
Agreement, dated as of June __, 2001 (the "Amendment"; the Agreement, as amended
by the Amendment, the "Amended Agreement");

     WHEREAS, the Buyer and the Seller now desire to carry out the intent and
purpose of the Amended Agreement by the Seller's execution and delivery to the
Buyer of this instrument evidencing the sale, conveyance, assignment, transfer
and delivery to the Buyer of the Acquired Assets (as defined in the Amended
Agreement), subject to the Assumed Liabilities (as defined in the Amended
Agreement); provided, however, that there shall be excluded all Excluded
            --------  -------
Liabilities (as defined in the Amended Agreement) and all Liabilities that are
not specifically stated in the Amended Agreement to be Assumed Liabilities; and

     WHEREAS, it is the intention of the Buyer and the Seller that the Buyer
will not assume the Assumed Liabilities and the Seller will not transfer title
to the Acquired Assets until June 30, 2001, during which time the Seller will
continue to operate the Acquired Assets pursuant to the Amended Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller does hereby sell, convey, assign, transfer and deliver
unto the Buyer, effective on June 30, 2001, all of the Seller's right, title and
interest in and to the Acquired Assets, subject to the Assumed Liabilities and
free and clear of all Liens (as defined in the Amended Agreement), except as
listed on Schedule 2.1(a) of the Amended Agreement.

     TO HAVE AND TO HOLD the Acquired Assets unto the Buyer, its successors and
assigns, FOREVER.

     In the event that any provision of this Bill of Sale be construed to
conflict with a provision in the Amended Agreement, the provision in the Amended
Agreement shall be deemed to be controlling.

     This instrument shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the Buyer and the Seller.
<PAGE>

     This Bill of Sale shall be construed and enforced in accordance with the
domestic substantive laws of the State of New York.
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this instrument under seal
of the Seller on the date first above written.

                                    QPF, LLC


                                    By:_____________________________
                                       Title:
<PAGE>

                                                                       EXHIBIT H

                      ASSIGNMENT AND ASSUMPTION AGREEMENT


     ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of June 19, 2001 (the
"Assignment Agreement") by and between Applied Extrusion Technologies, Inc., a
Delaware corporation (the "Buyer"), and QPF, L.L.C., a Mississippi limited
liability company (the "Seller")

                             W I T N E S S E T H :

     WHEREAS, the Buyer and the Seller are parties to a Asset Purchase Agreement
dated as of May 3, 2001 (the "Agreement") and Amendment No. 1 to the Agreement,
dated as of June __, 2001 (the "Amendment"; the Agreement, as amended by the
Amendment, the "Amended Agreement");

     WHEREAS, pursuant to the Amended Agreement, the Buyer agreed to assume
certain liabilities and obligations of the Seller as are expressly described as
being Assumed Liabilities in Section 2.3 of the Amended Agreement and the Seller
agreed to retain all other liabilities of the Seller, including, without
limitation, all Excluded Liabilities (as defined in the Amended Agreement);

     WHEREAS, it is the intention of the Buyer and the Seller to reflect the
transfer of title of the Acquired Assets by the execution and delivery of this
Assignment Agreement between the Seller and the Buyer; and

     WHEREAS, it is the intention of the Buyer and the Seller that the Buyer
will not assume the Assumed Liabilities and the Seller will not transfer title
to the Acquired Assets until June 30, 2001, during which time the Seller will
continue to operate the Acquired Assets pursuant to the Amended Agreement;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Buyer and the Seller hereby agree as follows:

1.   Terms defined in the Amended Agreement and not otherwise defined herein are
used herein with the meanings so defined.

2.   The Seller hereby assigns to the Buyer, free and clear of all Liens (except
as listed on Schedule 2.1(a) of the Amended Agreement), all of the Seller's
right, title and interest in, to and under all Contractual Obligations and other
property and assets constituting the Acquired Assets, effective as of June 30,
2001.

3.   The Buyer hereby assumes all Liabilities of the Seller constituting the
Assumed Liabilities, effective as of June 30, 2001.  Notwithstanding anything to
the contrary herein, or in any other writing delivered in connection herewith,
the Buyer is not assuming and will not
<PAGE>

perform any Liabilities not specifically stated by the Amended Agreement to be
Assumed Liabilities and, in particular, is not assuming and will not perform any
of the Excluded Liabilities.

4.  In the event that any provision of this Assignment Agreement be construed to
conflict with a provision of the Amended Agreement, the provision in the Amended
Agreement shall be deemed controlling.

5.  This Assignment Agreement shall bind and shall inure to the benefit of the
respective parties and their assigns, transferees and successors.

6.  This Assignment Agreement shall be construed and enforced in accordance with
the domestic substantive laws of the State of New York.

7.  This Assignment Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together will constitute
one and the same instrument.



                 [Remainder of Page Intentionally Left Blank]
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this instrument under
seal as of the date first above written.

                              QPF, LLC


                              By: _____________________________
                                  Title:



                              APPLIED EXTRUSION TECHNOLOGIES, INC.


                              By: _____________________________
                                  Title:
<PAGE>

                                                                       EXHIBIT N

                         Excluded Accounts Receivable


Packaging Products Corporation

</TEXT>
</DOCUMENT>
</SUBMISSION>
