SC 13D

                                UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13D

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
               TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
                         PURSUANT TO RULE 13d-2(a)
                            (AMENDMENT NO.  2)


                      John B. Sanfilippo & Son, Inc.
                      ------------------------------
                             (Name of Issuer)


                  Common Stock, par value $.01 per share
                  --------------------------------------
                      (Title of Class of Securities)


                              800422 10 7
                              -----------
                             (CUSIP Number)

                         Jerry J. Burgdoerfer
          Jenner & Block LLP, One IBM Plaza, Chicago, IL 60611
                            312-923-2820
          ----------------------------------------------------
  (Name, Address and Telephone Number of Person Authorized to Receive
                    Notices and Communications)



                            April 5, 2004
                            -------------
        (Date of Event Which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box  [ ].

NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

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


CUSIP No.  800422 10 7

- -----------------------------------------------------------------------
  1.  Names of Reporting Persons.
      I.R.S. Identification No. of above persons (entities only).

            Mathias A. Valentine
- -----------------------------------------------------------------------
  2.  Check the Appropriate Box if a Member of a Group*
      (a) [X]
      (b) [ ]
- -----------------------------------------------------------------------
  3.  SEC Use Only
- -----------------------------------------------------------------------
  4.  Source of Funds*

            Not Applicable.
- -----------------------------------------------------------------------
  5.  Check box if Disclosure of Legal Proceedings is Required
       Pursuant to Item 2(d) or 2(e).  [ ]
- -----------------------------------------------------------------------
  6.  Citizenship or Place of Organization

            United States
- -----------------------------------------------------------------------

NUMBER OF      7.    Sole Voting Power

SHARES                     332,588
               --------------------------------------------------------
BENEFICIALLY   8.    Shared Voting Power

OWNED BY                         0
               --------------------------------------------------------
EACH           9.    Sole Dispositive Power

REPORTING                  332,588
               --------------------------------------------------------
PERSON         10.   Shared Dispositive Power

WITH                             0
               --------------------------------------------------------


 11.  Aggregate Amount Beneficially Owned by Each Reporting Person

            332,588
- -----------------------------------------------------------------------
 12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
       Shares*  [ ]
- -----------------------------------------------------------------------

                                     2


 13.  Percent of Class Represented by Amount in Row (11)

            3.8% (9.8% of the combined voting power)
- -----------------------------------------------------------------------
 14.  Type of Reporting Person*

            IN
- -----------------------------------------------------------------------
                         Introductory Statement
                         ----------------------

This Amendment No. 2 to Schedule 13D is being filed by Mathias A.
Valentine (i) to report the transactions described below at Item 5 and
(ii) to report the formation of a group with Mr. Valentine's son,
Michael J. Valentine, an executive officer and director of the
Company.  Mr. Valentine disclaims beneficial ownership of any
securities of the Company beneficially owned by Michael J. Valentine.

This Amendment No. 2 is the first electronic amendment to a paper
format Schedule 13D.  Consequently, in accordance with Rule 13d-3(e)
under the Securities Exchange Act of 1934, as amended, this Amendment
restates the entire text of the initially filed Schedule 13D but does
not restate previously filed paper exhibits to Schedule 13D.  The
amendments to each Item of the original text, if any, are indicated
below.

The Schedule 13D of Mr. Valentine was previously amended by Amendment
No. 1 filed on May 4, 1993 to recognize the sale of 50,000 shares of
Common Stock by Mr. Valentine in a public offering registered under
the Securities Act of 1933, pursuant to which JBSS also sold 2,200,000
shares of its Common Stock. The 50,000 shares of Common Stock were
acquired by Mr. Valentine immediately prior to their sale when he
elected to convert 50,000 shares of Class A Common Stock to an equal
number of shares of Common Stock pursuant to Part 4(a) of Subdivision
II of JBSS' Restated Certificate of Incorporation.  The text of
Amendment No. 1 is not otherwise restated herein.

Item 1.  Security and Issuer.
- -----------------------------

This Amendment No. 1 to Mr. Valentine's Schedule 13D relates to the
Common Stock, par value $.01 per share ("Common Stock"), of John B.
Sanfilippo & Son, Inc., a Delaware corporation ("JBSS" or the
"Company"), with its principal executive offices at 2299 Busse Road,
Elk Grove Village, Illinois 60007.  Mr. Valentine beneficially owns
332,588 shares of Class A Common Stock, par value $.01 per share
("Class A Stock"), of the Company, each share of which is convertible
into one share of Common Stock of the Company.

Amendment.  The information set forth under Item 1 above remains
accurate as of the date hereof except that, pursuant to the
transactions identified in Item 4 below, Mr. Valentine beneficially
owns 332,588 shares of Class A Stock.

Item 2.  Identity and Background
- --------------------------------

This Statement is being filed by Mathias A. Valentine ("Mr.
Valentine").  Mr. Valentine is filing this Statement because, as more
fully discussed in Item 4 below, he may be deemed to own more than
five percent of JBSS as a result of a Recapitalization pursuant to a
Restated Certificate of Incorporation filed by JBSS on December 10,
1991 with the Secretary of State of the State of Delaware ("Restated
Certificate") whereby his shares of Class A and Class B Common Stock
were converted into Class A Stock which is convertible to Common Stock
at any time.

                                     3


Mr. Valentine's principal occupation is that of Senior Executive Vice
President of JBSS.  He is a citizen of the United States, and his
business address and the address where his principal occupation is
carried on is c/o John B. Sanfilippo & Son, Inc., 2299 Busse Road, Elk
Grove Village, Illinois  60007.

During the last five years, Mr. Valentine has neither:  (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation of such laws.

Amendment.  The information set forth under Item 2 above remains
accurate as of the date hereof, except that Mr. Valentine's principal
occupation is that of President and a director of the Company.

Item 3. Source and Amount of Funds or Other Consideration.
- ----------------------------------------------------------

As discussed in Item 4 below, Mr. Valentine is filing this Statement
because he may be deemed the beneficial owner of more than five
percent of the outstanding shares of Common Stock of JBSS as a result
of a Recapitalization pursuant to the Restated Certificate whereby his
shares of Class A and Class B Common Stock were converted into Class A
Stock which is convertible to Common Stock at any time.

Amendment.  The transactions reported on this Schedule 13D involve
dispositions of Company securities. Consequently, Item 3 is not
applicable.

Item 4. Purpose of Transaction.
- -------------------------------

On December 10, 1991 JBSS filed the Restated Certificate.  Pursuant to
the Restated Certificate, JBSS was recapitalized so that each
previously outstanding share of JBSS's Class A Common Stock and Class
B Common Stock was split on a 407.61 for 1 basis and converted into
either Common Stock or Class A Stock as follows:  A)  each share of
Class A Common and Class B Common Stock held by stockholders listed on
pages 2 and 3 of the Restated Certificate was automatically converted
into one share of Class A Stock; and B)  each share of Class B Common
Stock owned by stockholders other than the stockholders listed on
pages 2 and 3 was automatically converted into one share of the Common
Stock.  Each record holder of Class A Stock is entitled at any time to
convert any or all of the shares of such holder's Class A Stock into
an equal number of shares of Common Stock.

Pursuant to the Restated Certificate dated December 10, 1991 and the
recapitalization provided for therein, Mr. Valentine acquired 687,515
shares of Class A Stock.  Because these shares of Class A Stock may be
converted into Common Stock at any time, Mr. Valentine is deemed to be
the beneficial owner of 687,515 shares of Common Stock.

The 687,515 shares of Class A Stock acquired by Mr. Valentine pursuant
to the Restated Certificate and the Recapitalization effected therein,
were acquired for investment purposes and not with any view to the
resale or distribution thereof.

In October 1991, JBSS adopted the 1991 Stock Option Plan (the "Stock
Option Plan"), effective December 10, 1991.  The Stock Option Plan is
filed as Exhibit 2 hereto and is incorporated herein by reference.
The Stock Option Plan will be administered by a Stock Option Plan
Committee composed of Mathias Valentine and Jasper Sanfilippo, who
will not be participants in the Stock Option Plan.  Options may be
granted to any key employee of JBSS or any member of JBSS's Board of
Directors who is not a member of the Stock Option Plan Committee.  The
aggregate maximum number of shares of Common

                                     4


Stock available for awards under the Stock Option Plan will be 350,000
shares, subject to adjustments reflecting changes in JBSS's
capitalization.

Except as described in this Statement and as contemplated by the Stock
Option Plan, and as may result from or in connection with the Restated
Certificate, Mr. Valentine has no plans or proposals which relate to
or would result in:

(a)   The acquisition by any person of additional securities of JBSS,
      or the disposition of securities of JBSS;

(b)   An extraordinary corporate transaction, such as a merger,
      reorganization or liquidation, involving JBSS or any of its
      subsidiaries;

(c)   A sale or transfer of a material amount of assets of JBSS or any
      of its subsidiaries;

(d)   Any change in the present board of directors or management of
      JBSS, including any plans or proposals to change the number of
      terms of directors or to fill any existing vacancies on the board
      (other than JBSS's plan to add one additional independent member
      to its Board of Directors within 90 days of December 3, 1991);

(e)   Any material change in the present capitalization or dividend
      policy of JBSS;

(f)   Any other material change in JBSS's business or corporate
      structure;

(g)   Changes in JBSS's charter, bylaws or instruments corresponding
      thereto or other actions which may impede the acquisition of
      control of JBSS by any person;

(h)   Causing a class of securities of JBSS becoming eligible for
      termination of registration pursuant to Section 12(g)(4) of the
      Securities Exchange Act of 1934; or

(j)   Any action similar to any of those enumerated above.

The possible activities of Mr. Valentine are subject to change at
anytime, and there can be no assurance that Mr. Valentine will
actually convert his Class A Stock of JBSS to Common Stock of JBSS
pursuant to the Restated Certificate or otherwise take or refrain from
taking any other actions.  Mr. Valentine reserves the right to, among
other things, purchase or dispose of shares of Class A Stock or Common
Stock and/or other securities of JBSS.

The summaries contained herein of the Restated Certificate and the
Stock Option Plan are qualified in their entirety by the provisions of
such documents (filed as exhibits hereto).

Amendment.  The information set forth under Item 4 above remains
accurate as of the date hereof except as set forth below.

This Amendment No. 2 is being filed to report the sale of shares of
Common Stock by Mr. Valentine in connection with a public offering of
Common Stock by the Company pursuant to a Registration Statement on
Form S-3 filed by the Company on January 27, 2004, as amended.  The
public offering (the "Offering") covered 1,000,000 shares offered by
the Company, 1,000,000 shares sold by certain selling stockholders
(including Mr. Valentine) and 300,000 shares of Common Stock sold
(150,000 shares by the Company and 150,000 shares by certain selling
stockholders) pursuant to an over-allotment option granted to the
Company's underwriters.  Mr. Valentine sold a total of 250,000 shares
of Common Stock

                                     5


in the Offering.  All shares of Common Stock sold by Mr. Valentine were
converted from Class A Stock immediately prior to the Offering.

In addition, this Amendment No. 2 is being filed to report the
formation of a group for purposes of the Exchange Act.  The members of
the group are Mr. Valentine and his son, Michael J. Valentine, an
executive officer and director of the Company.  The members of the
group intend to act together in the voting of their shares with
respect to the election of directors.

Item 5. Interest in Securities of the Issuer.
- ---------------------------------------------
(a)   As a result of the filing on the Restated Certificate and the
      recapitalization, Mr. Valentine is the beneficial owner (as the
      term is defined in Rule 13d-3 under the Securities Exchange Act
      of 1934) of an aggregate of 687,515 shares of Common Stock which
      constitutes approximately 19.8% of the outstanding shares of JBSS
      based on the number of such shares outstanding as of December 10,
      1991 including 687,515 shares of Class A Stock which may be
      converted to Common Stock at any time as described below.

(b)   Mr. Valentine has the sole power to vote or to direct the vote
      and to dispose or to direct the disposition of the 687,515 shares
      of Class A stock or, if converted, Common Stock over which he is
      deemed to possess beneficial ownership.

(c)   Except for the shares acquired pursuant to the Restated
      Certificate and recapitalization provided for therein, no
      transactions involving Class A Stock or Common Stock of JBSS were
      effected by Mr. Valentine during the past sixty days.

(d)   Not Applicable.

(e)   Not Applicable.

Amendment.  The information set forth under Item 5 above remains
accurate as of the date hereof, except as set forth below.

(a)   Giving effect to the transactions described in Item 4 above, Mr.
      Valentine is the beneficial owner of 332,588 shares of Class A
      Stock of the Company, which represents 12.8% of the issued and
      outstanding Class A Stock, or 3.8% of the issued and outstanding
      Common Stock assuming the conversion of all such shares of Class
      A Stock into an equal number of shares of Common Stock.  In
      addition, Mr. Valentine has formed a group with his son, Michael
      J. Valentine.  The total beneficial ownership of the group
      consists of 828,930 shares of Class A Stock of the Company, which
      represents 31.9% of the issued and outstanding Class A Stock, and
      9.3 % of the issued and outstanding Common Stock assuming the
      conversion of all such shares of Class A Stock into an equal
      number of shares of Common Stock.

(b)   Mr. Valentine has the sole power to vote or to direct the vote
      and to dispose or to direct the disposition of all 332,588 shares
      of Class A Stock or, if converted, Common Stock, over which he is
      deemed to possess beneficial ownership

      The holders of Common Stock are entitled to elect one-fourth of
      the members of the Company's board of directors, rounded up to
      the nearest whole number.  The holders of Class A Stock are
      entitled to elect the remaining directors.  With respect to all
      matters other than the election of directors or any matters for
      which class voting is required by law, the holders of Common
      Stock and the holders of Class A Stock vote together as a single
      class, with the holders of Common

                                     6


      Stock entitled to one vote per share of Common Stock and the
      holders of Class A Stock entitled to ten votes per share of
      Class A Stock.

      Based on the relative voting rights of the Class A Stock and
      Common Stock, Mr. Valentine directly controls 9.8% of the total
      outstanding voting power of the common equity of the Company.  In
      addition, the group identified in Item 4 above directly controls
      24.3% of the total outstanding voting power of the common equity
      of the Company.  Both of these percentages assume that the
      applicable shares of Class A Stock are not converted into Common
      Stock and calculated using ten votes per share of Class A Stock.

(c)   In the past 60 days, Mr. Valentine has (i) sold 214,000 shares of
      Common Stock in connection with the Offering on March 29, 2004
      and (ii) sold 36,000 shares of Common Stock to the underwriters
      for the Offering on April 5, 2004 pursuant to the underwriters'
      over-allotment option.  All shares sold in the Offering were sold
      for $35.75 per share before deducting selling expenses and
      commissions.

(d)   Not applicable.

(e)   Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect To Securities of the Issuer.
- ---------------------------------------------------------------------
Pursuant to the Restated Certificate, among other things:

      (i)    So long as there is Class A Stock outstanding, holders of
             Common Stock and Class A Stock will vote together as one
             class with respect to all matters to be voted on by JBSS's
             stockholders, except (a) as required by law; (b) in
             connection with the election of any directors or class of
             directors elected by any series or class of preferred
             stock; or (c) the holders of Common Stock and any class or
             series of preferred stock granted the right to so vote,
             voting together as a separate class and excluding the
             holders of Class A Stock, are entitled to elect a number of
             directors equal to one-fourth (1/4) of the total number of
             directors constituting the entire Board of Directors while
             the holders of Class A Stock are entitled to elect the rest
             of the directors;

      (ii)   Each record holder of Class A Stock is entitled at any time
             to convert any or all of the shares of such Class A Stock
             into an equal number of shares of Common Stock;

      (iii)  Upon the sale, assignment, pledge or other transfer of any
             shares or any interest in shares of Class A Stock, other
             than a "Permitted Transfer" as described in Part 4(b) of
             Subdivision II of the restated Certificate, all such
             transferred shares of Class A Stock will be automatically
             converted into an equal number of shares of Common Stock;

      (iv)   All outstanding shares of Class A Stock will be
             automatically converted into an equal number of shares of
             Common Stock upon the date on which the number of
             outstanding shares of Class A Stock constitutes less than
             12.5% of the total number of outstanding shares of Common
             Equity.

      Pursuant to an Agreement Not to Sell dated December 10, 1991
      between Mr. Valentine, Donaldson, Lufkin & Jenrette Securities
      Corporation and William Blair & Company, as Representatives of
      the Several Underwriters, Mr. Valentine agreed not to buy, sell,
      or otherwise

                                     7


      transfer any shares of JBSS beneficially owned by him for a period
      of 180 days from the date of issuance of the Common Stock pursuant
      to the initial public offering.  The Agreement Not to Sell is filed
      as Exhibit 3 hereto and incorporated herein by reference.

      The foregoing brief summary of the Restated Certificate and the
      Agreement Not to Sell does not purport to be complete and it is
      qualified in its entirety by the terms and conditions set forth
      in the Restated Certificate and the Agreement Not to Sell, which
      are filed hereto as Exhibits 1 and 3 respectively and are
      incorporated herein by reference.

Amendment.  The information set forth under Item 6 of Mr. Valentine's
Schedule 13D remains accurate as of the date hereof except as set
forth below.

Delete the paragraph beginning "Pursuant to the Agreement Not to
Sell..." in its entirety and replace it with the following paragraph:

	In connection with the Offering, each of the selling
        stockholders, including Mr. Valentine, signed a Lock-Up
        Agreement which restricts transactions in the securities of
        the Company for a period of 90 days after the date of the
        final prospectus covering the Offering.  The Lock-Up
        Agreements expire on June 22, 2004.  In addition, each
        holder of Class A Stock signed a Request for Waiver and
        Restriction on Transfer Agreement, dated January 22, 2004,
        by which the holder waived its right to voluntarily convert
        any shares of Class A Stock into Common Stock, and agreed
        to certain other restrictions on transfer, until the
        Restated Certificate of Incorporation of the Company has
        been amended to increase the number of shares of Common
        Stock authorized for issuance to a number sufficient to
        allow for the conversion of all outstanding shares of Class
        A Stock into Common Stock.  In turn, the Company has agreed
        to seek such an increase at its next annual meeting of
        stockholders.

Pursuant to Rule 13d-3(e) of the Exchange Act, the Restated
Certificate and the Agreement Not to Sell are not included as exhibits
hereto nor are they incorporated herein by reference.

Item 7. Material to be Filed as Exhibits
- ----------------------------------------

                              EXHIBIT INDEX
                              -------------

          Exhibit No.     Description
          -----------     -----------
          Exhibit 1       Lock-Up Agreement of Mathias A. Valentine, dated
                          March 9, 2004*

          Exhibit 2       Request for Waiver and Restriction on Transfer**

*  Filed herewith.

** Previously filed as Exhibit No. 10.36 to the Company's Registration
Statement on Form S-3 (Registration No. 333-112221) on March 10, 2004.

                                     8


                               SIGNATURE
                               ---------

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




Dated: June 21, 2004
 	 	 	 	MATHIAS A. VALENTINE

                                By: /s/ Mathias A. Valentine
                                ----------------------------
                                    Mathias A. Valentine

EX-1

                                                         EXHIBIT 1
                                                         ---------


                        JOHN B. SANFILIPPO & SON, INC.
                        ------------------------------

                               Lock-Up Agreement


John B. Sanfilippo & Son, Inc.
2299 Busse Road
Elk Grove Village, IL 60007

Adams, Harkness & Hill, Inc.
As representative of the several Underwriters
c/o Adams, Harkness & Hill, Inc.
60 State Street
Boston, Massachusetts 02109

       Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement
           --------------------------------------------------

Ladies and Gentlemen:

       The undersigned understands that Adams, Harkness & Hill, Inc., as
representative (the "Representative"), proposes to enter into an
Underwriting Agreement (the "Underwriting Agreement") on behalf of the
several Underwriters named in such agreement (collectively, the
"Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware
corporation (the "Company"), providing for a public offering of shares
(the "Shares") of the common stock, par value $.01 per share, of the
Company (the "Common Stock"), pursuant to a Registration Statement on
Form S-3 filed with the Securities and Exchange Commission (the "SEC")
on January 27, 2004, as amended (the "Registration Statement").

       In consideration of the agreement by the Underwriters to continue
their efforts in connection with the offering of the Shares, and of
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned agrees that, during the
period beginning on the date hereof and continuing to and including
the date ninety (90) days after the date of the final prospectus
covering the offering of the Shares (the "Lock-Up Period"), the
undersigned will not offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of any
shares of Common Stock, or any options or warrants to purchase any
shares of Common Stock, or any securities convertible into,
exchangeable for or that represent the right to receive shares of
Common Stock, whether now owned or hereinafter acquired, owned
directly by the undersigned (including holding as a custodian) or with
respect to which the undersigned has beneficial ownership within the
rules and regulations of the SEC (collectively, the "Undersigned's
Shares").

       The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is
designed to or reasonably expected to lead to, or result in, a sale or
disposition of the Undersigned's Shares even if such shares would be
disposed of by someone other than the undersigned.  Such prohibited
hedging or other transactions would include without limitation any
short sale (whether or not against the box) or any purchase, sale or



grant of any right (including without limitation any put or call
option) with respect to any of the Undersigned's Shares or with
respect to any security that includes, relates to, or derives any
significant part of its value from such shares.  Notwithstanding the
foregoing, nothing in this Lock-Up  Agreement shall prohibit (i) any
grant or exercise of options to purchase Common Stock pursuant to the
Company's option plans or (ii) the conversion of any equity security
held by the undersigned into Common Stock.

       The undersigned further represents and agrees that the
undersigned has not taken and will not take, directly or indirectly,
any action which is designed to or which has constituted or which
would reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate
the sale or resale of the Shares, or which has otherwise constituted
or will constitute any prohibited bid for or purchase of the Shares or
any related securities.

       Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) to the Underwriters pursuant to the
Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will
or intestacy, provided that the transferee or transferees thereof
agree to be bound by the restrictions set forth herein, (iii) to any
trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the
trust agrees to be bound by the restrictions set forth herein, and
provided further that any such transfer shall not involve a
disposition for value, or (iv) with the prior written consent of the
Representative on behalf of the Underwriters.  For purposes of this
Lock-Up Agreement, "immediate family" shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.  In
addition, notwithstanding the foregoing, if the undersigned is (x) a
corporation, the corporation may transfer the capital stock of the
Company to any wholly-owned subsidiary of such corporation or (y) a
limited partnership, the limited partnership may transfer the capital
stock of the Company to its limited partners, provided that in either
such case, it shall be a condition to the transfer that each transferee
execute an agreement stating that such transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up
Agreement and there shall be no further transfer of such capital stock
except in accordance with this Lock-Up Agreement, and provided further
that any such transfer shall not involve a disposition for value.
Except as set forth on the signature page hereto, the undersigned now
has, and except as contemplated by clauses (i) through (iv) of this
paragraph, for the duration of this Lock-Up will have, good and
marketable title to the Undersigned's Shares, free and clear of all
liens, encumbrances and claims whatsoever.  The undersigned also agrees
and consents to the Company entering stop transfer instructions with
its transfer agent and registrar against the transfer of the
Undersigned's Shares except in compliance with the foregoing
restrictions.

       Notwithstanding anything contained herein to the contrary, this
Lock-Up Agreement shall terminate and be of no further force or effect
upon the earlier of (i) expiration of the Lock-Up Period and (ii)
written notice either by the Company to the Underwriters or by the
Underwriters to the Company that the offering of the Shares has been
terminated or suspended.

                                  -2-


The undersigned understands that the Company and the Underwriters
are relying upon this Lock-Up Agreement in proceeding toward
consummation of the offering.  The undersigned further understands
that this Lock-Up Agreement is irrevocable and shall be binding upon
the undersigned's heirs, legal representatives, successors and
assigns.

                                   Very truly yours,


Date: 	March 9, 2004
        -------------
                                       /s/  MATHIAS A. VALENTINE
                                   -----------------------------
                                   Signature

                                      Mathias A. Valentine
                                   -----------------------------
                                   Print Name

                                      President
                                   -----------------------------
                                   Title



The following liens, encumbrances and claims relate to the
Undersigned's Shares:


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


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



                                  -3-