PURCHASE AGREEMENT

         This Purchase  Agreement (this  "Agreement") is dated October 26, 1999,
between ISG Resources,  Inc., a Utah corporation  ("Purchaser"),  and Mary Ellen
Dentis, as Trustee of the Mary Ellen Dentis Revocable  Intervivos  Trust,  u/d/t
October 19, 1990, an individual  residing in the state of California  and Judith
O. Garcia, as Trustee of the Osborne Trust,  also an individual  residing in the
state of California (Mrs. Dentis and Mrs. Garcia may be individually referred to
as a "Seller" or collectively as the "Sellers").

                                    RECITALS

         The Sellers own and desire to sell to Purchaser,  and Purchaser desires
to  purchase  from the  Sellers,  all of the  issued and  outstanding  shares of
capital stock of Lewis W. Osborne,  Inc. and United  Terrazzo  Supply Co., Inc.,
both  California  corporations,  as well as 1.3  acres,  more or  less,  of real
property  located  at 16005  Phoebe  Avenue,  La Mirada,  California  (the "Real
Property"), more particularly described on the attached Exhibit A.

         The  authorized  capital stock issued and  outstanding of both Lewis W.
Osborne,  Inc. and United Terrazzo Supply Co., Inc. is referred to herein as the
"Purchased  Stock." Lewis W. Osborne,  Inc. and United Terrazzo Supply Co., Inc.
will be collectively referred to in this Agreement as the "Company".  Whenever a
statement,  representation,  warranty  or  covenant  is  made  by or  about  the
"Company"  it is  understood  that the  statement,  representation,  warranty or
covenant is made by or about both Lewis W.  Osborne,  Inc.  and United  Terrazzo
Supply Co., Inc.

         Unless otherwise defined in this Agreement,  the capitalized terms used
in this Agreement have the meanings given in Article VIII below.

         In  consideration  of the mutual  covenants  and  agreements  set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    ARTICLE I

1        SALE OF PURCHASED STOCK and REAL PROPERTY; CLOSING

         1.1 Purchase and Sale. At the Closing,  on the terms and conditions set
forth in this Agreement,  the Sellers will sell to Purchaser, and Purchaser will
purchase from the Sellers, the Purchased Stock and the Real Property.

         1.2 Purchase Price.

                  1.2.1  The  purchase  price  (the  "Purchase  Price")  for the
Purchased  Stock and Real Property  will be one million  eight hundred  thousand
dollars  ($1,800,000.00)  (subject to adjustment as described below) and will be
paid in cash at the Closing. The Purchase Price shall be allocated as follows:

                           1.2.1.1  For the Real Property - $700,000.00;

                           1.2.1.2  For  the  Lewis  W.  Osborne,  Inc.  stock -
                           $900,000.00

                           1.2.1.3  For  the  United  Terrazzo,   Inc.  stock  -
                           $200,000.00.

                  1.2.2  Commencing the first business day following the Closing
Date, Purchaser,  with the cooperation of Sellers, shall prepare a balance sheet
for the Company  reflecting  the  consolidated  financial  condition of Lewis W.
Osborne, Inc. and United Terrazzo Supply Co., Inc. as of the end of business day
on October 31, 1999 (the  "Closing  Date  Balance  Sheet").  Such  Closing  Date
Balance Sheet will be prepared on a basis  consistent  with GAAP as consistently
applied during the past two years by the Company's certified public accountants,
except as set forth below.  On the basis of the Closing  Date Balance  Sheet and
within  forty-five  (45)  days of the  Closing  Date,  the  Purchaser,  with the
cooperation of the Sellers,  shall calculate the consolidated adjusted net worth
of the Company as of the Closing Date ("Adjusted Net Worth"):

                           1.2.2.1 The trade  accounts  receivable  shall be the
                  actual accounts  receivable less the accounts  receivable that
                  were more than 90 days old on the Closing Date. No reserve for
                  doubtful accounts shall be required in either the Closing Date
                  Balance  Sheet  or for the  calculation  of the  Adjusted  Net
                  Worth;

                           1.2.2.2 The final  inventory  value shall be obtained
                  by the  parties  taking  a  joint  physical  inventory  on the
                  Closing  Date  to  arrive  at the  final  inventory  as of the
                  Closing Date.  The final  inventory  shall be evaluated at the
                  Company's replacement cost, but not lower than the actual cost
                  of the inventory paid by the Company; and

                           1.2.2.3  No  reserve  or  accounts  payable  for  the
                  Casmalia Disposal Site Superfund liabilities shall be required
                  in  either  the  Closing  Date   Balance   Sheet  or  for  the
                  calculation of the Adjusted Net Worth.

                  Within  forty-five  (45) days  following the Closing Date, the
                  Purchaser  shall  deliver  to the  Sellers  the  Closing  Date
                  Balance  Sheet and a statement  reflecting  the  Adjusted  Net
                  Worth  (collectively,  the "Final  Statement").  The Purchaser
                  shall provide Sellers with access to copies of the work papers
                  and other relevant  documents to verify the entries  contained
                  in the Final  Statement.  The  Sellers  shall have a period of
                  thirty  (30) days after  delivery  of the Final  Statement  to
                  review  it and  make any  objections  the  Seller  may have in
                  writing to the Purchaser.  If written  objections to the Final
                  Statement are  delivered to the  Purchaser  within such thirty
                  (30)  day  period,   then  the  Purchaser  and  Sellers  shall
                  negotiate  in good faith in an effort to resolve the matter or
                  matters in  dispute.  Following  such good faith  effort,  any
                  unresolved  matter shall be  submitted  to dispute  resolution
                  pursuant to the provisions of Section 1.6.

                  1.2.3 The Base Net Worth is  defined  herein as the sum of One
Million  One  Hundred  Nine  Thousand  One  Hundred  and  Seventy  Nine  Dollars
($1,109,179.00)  which is the  consolidated  net worth of the Company as of June
30, 1999.  To the extent the Adjusted Net Worth is less than the Base Net Worth,
one-half of the  difference  shall be paid to Purchaser  by Mary E.  Dentis,  as
Trustee of the Mary Ellen Dentis Revocable  Intervivos Trust,  u/d/t October 19,
1990 and  one-half of the  difference  shall be paid to  Purchaser  by Judith O.
Garcia,  Trustee of the  Osborne  Trust.  To the extent the  Adjusted  Net Worth
exceeds the Base Net Worth,  Purchaser shall pay one-half the difference to Mary
E. Dentis, as Trustee of the Mary Ellen Dentis Revocable Intervivos Trust, u/d/t
October 19, 1990 and one-half of the difference to Judith O. Garcia,  Trustee of
the Osborne  Trust.  Said payments shall be made within ten (10) days of Sellers
accepting  the Final  Statement  or within ten (10) days of a  resolution  under
section 1.6.

         1.3  Closing.  The Closing  (the  "Closing"  or "Closing  Date") of the
purchase  and sale of the  Purchased  Stock  will take  place at the  offices of
Ferruzzo  &  Ferruzzo,  2114 North  Broadway,  Santa  Ana,  California  with the
ancillary escrow closing simultaneously taking place at Chicago Title, 16969 Von
Karman,  Irvine,  California 92606, for the transfer of the Real Property, or at
such other place as Purchaser and the Sellers shall mutually agree, at 9:00 A.M.
local time, on October 26, 1999.

         1.4 Payment of Purchase Price.  At the Closing,  Purchaser will pay the
Purchase Price to the Sellers by wire transfer to such account(s) as the Sellers
may direct by written  notice  delivered  to  Purchaser  by the Sellers at least
three (3) Business Days before the Closing Date as follows:

                  1.4.1 To Mary E.  Dentis,  as Trustee of the Mary Ellen Dentis
                  Revocable Intervivos Trust, u/d/t October 19, 1990:

                                    for the Real Property     $350,000
                                    for the Purchased Stock   $595,000
                                                              ---------
                                    Total                     $945,000

                  1.4.2    To Judith O. Garcia, Trustee of the Osborne Trust
                                    for the Real Property     $350,000
                                    for the Purchased Stock   $505,000
                                                              ---------
                                    Total                     $855,000.

         Simultaneously,  the  Sellers  will sell and  convey to  Purchaser  the
Purchased Stock and the Real Property free and clear of all Liens, by delivering
to  Purchaser  stock   certificates,   registered  in  the  name  of  Purchaser,
representing  the Purchased  Stock, and a Grant Deed conveying title to the Real
Property.  At  the  Closing,  the  parties  shall  also  deliver  the  opinions,
certificates,  contracts,  documents and instruments to be delivered pursuant to
this  Agreement.  The Parties shall open an ancillary  escrow with Chicago Title
for the transfer of the Real Property and shall execute escrow  instructions  as
prepared by Chicago Title consistent with this Agreement.

         1.5      Real Property Provisions.

                  1.5.1 The transfer of the Real Property  shall be  consummated
through an escrow established with Chicago Title Insurance Company.  The Closing
Date of the escrow will be October 26, 1999.

                  1.5.2 On the close of escrow, title shall vest in Purchaser.

                  1.5.3  Sellers  shall by Grant Deed convey to  Purchaser a fee
simple interest free and clear of all title defects, liens, encumbrances,  deeds
of trust, and mortgages,  except real property taxes, a lien not delinquent, and
other exceptions approved by Purchaser ("Permitted  Exceptions").  Sellers shall
procure a California Land Title  Association  standard policy of title insurance
in the  amount of  $700,000  to be paid by  Purchaser  issued by  Chicago  Title
Insurance  Co.  showing  title  vested  in  Purchaser  with  only the  Permitted
Exceptions.

                  1.5.4  There  shall be no  prorations  since  the  Company  is
responsible for the taxes and insurance.

                  1.5.5  Sellers  shall pay all costs and  expenses  of clearing
title,  preparing,  executing,  acknowledging  and delivering the Grant Deed and
shall pay any transfer  taxes.  Purchaser  shall pay the recording  fees (except
those in  connection  with clearing  title) the premium for the title  insurance
policy and all fees and costs for any new financing. Sellers and Purchaser shall
each pay half of the escrow fees.

                  1.5.6  Sellers  shall have Chicago Title prepare a preliminary
title report and deliver same to Purchaser  for review.  Purchaser  shall within
five (5) days of  receipt  of said  report  approve  of it or notify  Sellers in
writing of any objections. Sellers may at Sellers election correct these matters
or elect to  notify  Purchaser  that the  matters  will not be  corrected.  Upon
receipt of notice that the matters will not be  corrected,  Purchaser  may waive
the  objections  and accept the title as is or  terminate  the entire  Agreement
without  liability on either parties part. All exceptions  approved by Purchaser
are Permitted Exceptions.

                  1.5.7 Notwithstanding  Article II, Sellers disclaim the making
of any  representations  or warranties,  express or implied,  regarding the Real
Property and Purchaser shall purchase the Real Property in its "As Is" condition
on the Closing Date.

         1.6      Dispute Resolution.

                  1.5.8 In the event Purchaser and Sellers do not agree with the
determination  of the Adjusted  Net Worth and/or the Closing Date Balance  Sheet
within sixty (60) days of the Closing  Date,  Purchaser and Sellers shall submit
the specific  disagreement to a national  independent  public accountant firm (a
"Big 5 Firm") acceptable to Purchaser and to Sellers for resolution.  Such Big 5
Firm to be selected by  Purchaser  and  Sellers,  but  excluding  any Big 5 Firm
presently used or previously used by Purchaser or Sellers or the Company.

                  1.5.9  Purchaser  and  Sellers  shall  cause  the  Big 5  Firm
selected,  within  forth-five  (45) days after its  selection,  to resolve  such
disagreement,  which resolution shall be binding on all of the parties. The fees
and expenses of such Big 5 Firm shall be paid  one-half  (1/2) by Purchaser  and
one-half (1/2) by Sellers.

                  1.5.10 In the event the  parties  are unable to select a Big 5
Firm acceptable to Purchaser and Sellers or in the event the Big 5 Firm selected
fails  or  refuses  to act or  resolve  the  dispute  or  refuses  the  proposed
engagement,  then either Purchaser or Sellers can demand  arbitration before the
American  Arbitration  Association  under the Commercial  Arbitration  Rules and
Regulations in Orange County California.  The arbitrator must have an accounting
background, preferably be a Certified Public Accountant and be familiar with the
purchase and sale of businesses.

                                   ARTICLE II

2        REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The Sellers,  to their best knowledge,  hereby represent and warrant to
Purchaser as follows:

         2.1 Organization and  Qualification.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the state of
California and has full corporate power and authority to conduct its business as
and to the  extent  now  conducted  and to own,  use and lease its  Assets.  The
Company is duly  qualified,  licensed or admitted to do business  and is in good
standing  in each  jurisdiction  in which the  ownership,  use or leasing of its
Assets,  or the  conduct or nature of its  business,  makes such  qualification,
licensing or admission  necessary,  except for such failures to be so qualified,
licensed  or  admitted  and  in  good  standing  which,  individually  or in the
aggregate,  (i) are not having and could not be  reasonably  expected  to have a
material  adverse  effect on the  business or  condition of the Company and (ii)
could  not be  reasonably  expected  to have a  material  adverse  effect on the
validity or enforceability of this Agreement or any other agreement to which the
Company is a party or on the  ability of the  Sellers or the  Company to perform
their  obligations  hereunder  or  thereunder.  The Sellers  have  delivered  to
Purchaser  true  and  complete   copies  of  the   certificate  or  articles  of
incorporation and by-laws (or other comparable  corporate charter  documents) of
the Company, including all amendments thereto effected through the Closing Date.

         2.2 Capital Stock. The Purchased Stock consists of the following number
of shares of capital stock:

         The authorized capital structure of Lewis W. Osborne,  Inc. consists of
         25,000  shares of  voting  common  stock  with a par value of $1.00 per
         share of which  12,296  shares  are  issued  and  outstanding.  Mary E.
         Dentis, as Trustee of the Mary Ellen Dentis Revocable Intervivos Trust,
         u/d/t October 19, 1990 owns 6,764 shares of Lewis W. Osborne,  Inc. and
         Judith O.  Garcia,  Trustee of the Osborne  Trust owns 5,532  shares of
         Lewis W. Osborne, Inc.

         The authorized  capital  structure of United  Terrazzo Supply Co., Inc.
         consists of 800 shares of voting  common stock with a par value of $250
         per  share of which 16  shares  are  issued  and  outstanding.  Mary E.
         Dentis, as Trustee of the Mary Ellen Dentis Revocable Intervivos Trust,
         u/d/t  October  19, 1990 owns 8 shares of United  Terrazzo  Supply Co.,
         Inc. and Judith O. Garcia,  Trustee of the Osborne  Trust owns 8 shares
         of United Terrazzo Supply Co., Inc.

The Purchased  Stock  constitutes  all of the issued and  outstanding  shares of
capital stock of the Company.  The shares of Purchased Stock are validly issued,
fully paid and nonassessable,  issued in compliance with all applicable Laws and
no additional shares of capital stock have been reserved for issuance. There are
no  outstanding  Options with respect to the stock of the Company or agreements,
arrangements or understandings to issue Options with respect to the Company, nor
are there any preemptive rights or agreements, arrangements or understandings to
issue  preemptive  rights  with  respect to the  issuance or sale of the capital
stock of the Company. The Sellers are the record and beneficial owners of all of
the shares of  Purchased  Stock,  free and clear of all Liens.  The  delivery to
Purchaser of the certificates  representing the Purchased Stock will transfer to
Purchaser  good and valid title to all shares of the Purchased  Stock,  free and
clear of all Liens,  and  restrictions  and after such  transfer  the  Purchased
Stock,  in the hands of  Purchaser,  will have  been  duly  authorized,  validly
issued, fully paid and nonassessable.  From and after the Closing, no Seller nor
any other Person (other than the Purchaser) will have any rights whatsoever with
respect to the Purchased Stock or to any other securities of the Company.

         2.3  Authority  Relative  to This  Agreement.  The  Sellers  have  full
authority to enter into this Agreement,  to perform their obligations  hereunder
and to consummate the transactions  contemplated hereby. This Agreement has been
duly and validly  executed  and  delivered  by the Sellers and  constitutes  the
legal, valid and binding obligations of the Sellers, enforceable against them in
accordance with its terms.

         2.4  Subsidiaries;  Company;  Business.  Section 2.4 of the  Disclosure
Schedule  lists all lines of business in which the Company is  participating  or
engaged or has participated or engaged in the preceding three years. The name of
each director and officer of the Company, and the position with the Company held
by each, are listed in Section 2.4 of the Disclosure Schedule. The Company holds
no equity, partnership, joint venture or other interest in any Person.

         2.5 No  Conflicts.  The  execution  and delivery by the Sellers of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not:

                  2.5.1  conflict with or result in a violation or breach of any
of the terms,  conditions  or  provisions  of the  certificate  or  articles  of
incorporation or by-laws (or other comparable  corporate  charter  documents) of
the Company;

                  2.5.2  conflict with or result in a violation or breach of any
term or provision of any Laws or Order applicable to any of the Sellers,  to the
Real Property, or to the Company, or any of their Assets; or

                  2.5.3  except as  disclosed  in Section 2.5 of the  Disclosure
Schedule,  (i)  conflict  with or  result in a  violation  or  breach  of,  (ii)
constitute  (with or without  notice or lapse of time or both) a default  under,
(iii) require any of the Sellers or the Company to obtain any consent,  approval
or action of,  make any filing with or give any notice to any Person as a result
or under  the  terms  of,  (iv)  result  in or give to any  Person  any right of
termination,  cancellation,  acceleration or modification in or with respect to,
(v) result in or give to any  Person any  additional  rights or  entitlement  to
increased,  additional,  accelerated or guaranteed payments under, or (f) result
in the creation or imposition of any Lien upon the Real Property, the Company or
any of its Assets under,  any Contract or License to which any of the Sellers or
the  Company  is a party or by which  any of their  respective  Assets  is bound
except for such conflicts,  violations, breaches, defaults, consents, approvals,
actions,   filings,   notices,   terminations,   cancellations,   accelerations,
modifications,  additional rights or entitlements or Liens that, individually or
in the  aggregate,  (A) are not having and could not be  reasonably  expected to
have a material adverse effect on the business or condition of the Company,  and
(B) could not be reasonably  expected to have a material  adverse  effect on the
validity or  enforceability  of this  Agreement  or on the ability of any of the
Sellers or the Company to perform its obligations hereunder.

         2.6 Governmental Approvals and Filings.  Except as disclosed in Section
2.6 of the Disclosure Schedule,  no consent,  approval or action of, filing with
or notice to any Governmental or Regulatory Authority on the part of the Sellers
or the  Company is required  in  connection  with the  execution,  delivery  and
performance of this Agreement or the  consummation of transactions  contemplated
herein.

         2.7 Books and Records.  The minute books and other  similar  records of
the Company to be provided to Purchaser upon execution of this Agreement contain
a true and complete record, in all material respects, of all action taken by the
stockholders,  the board of directors and  committees of the boards of directors
(or other similar governing entities) of the Company.

         2.8  Financial  Statements.  The  Sellers  have  caused the  Company to
furnish to  Purchaser  true and complete  copies of the  complied but  unaudited
financial  statements of the Company for the periods ending June 30, 1999, along
with the related  internal  balance sheets and statements of operations and cash
flows  certified  as true and  correct  by the chief  financial  officer  of the
Company.  All of these  statements,  opinions,  etc.  (collectively  referred to
herein  as the  "Financial  Statements")  are in  accordance  with the Books and
Records of the Company and fairly and accurately  present the financial position
of the Company as of the dates thereof,  for the periods covered thereby and the
results of  operations  and cash flows of the  Company for the periods set forth
therein,  all in conformity with GAAP as  consistently  applied by the Company's
Certified  Public   Accountants   during  the  last  two  years  and  except  as
specifically  noted in the notes  thereto and in section  2.8 of the  Disclosure
Schedule.  Further,  the Sellers  represent  and warrant that, as of the Closing
Date, the Adjusted Net Worth shall be not less than 95% of the Base Net Worth.

         2.9 Absence of  Changes.  Since June 30,  1999,  there has not been any
material  adverse change or any event or  development,  which,  individually  or
together  with other such events,  could  reasonably  be expected to result in a
material  adverse  change,  in the  business or  condition  of the  Company.  In
addition,  except as  expressly  contemplated  hereby and except as disclosed in
Section 2.9 of the  Disclosure  Schedule,  there has not occurred since June 30,
1999:

                  2.9.1  any  declaration,  setting  aside  or  payment  of  any
dividend or other  distribution in respect of the capital stock (or other equity
interests)  of the  Company or any direct or  indirect  redemption,  purchase or
other  acquisition  by the Company of any such  capital  stock (or other  equity
interests) of the Company;

                  2.9.2 any authorization,  issuance,  sale or other disposition
by the Company of any shares of its capital  stock (or other equity  interests),
or any  modification  or amendment of any right of any holder of any outstanding
shares of capital stock (or other equity interests) of the Company;

                  2.9.3 (i) any increase in salary,  rate of commissions or rate
of  consulting  fees of any  employee or  consultant  of the  Company;  (ii) any
payment  of  consideration  of  any  nature   whatsoever   (other  than  salary,
commissions  or  consulting  fees  paid to any  employee  or  consultant  of the
Company) to any officer,  director,  stockholder,  employee or consultant of the
Company; (iii) any establishment or modification of (A) targets, goals, pools or
similar provisions under any Benefit Plan, employment contract or other employee
compensation  arrangement or (B) salary ranges,  increase  guidelines or similar
provisions in respect of any Benefit Plan, employment contract or other employee
compensation  arrangement;  or (iv)  any  adoption,  entering  into,  amendment,
modification or termination (partial or complete) of any Benefit Plan;

                  2.9.4 (i)  incurrences by the Company of  Indebtedness or (ii)
any  voluntary  purchase,  cancellation,   prepayment  or  complete  or  partial
discharge  in advance of a scheduled  payment date with respect to, or waiver of
any right of the Company under, any Indebtedness of or owing to the Company;

                  2.9.5 any physical damage,  destruction or other casualty loss
(whether or not covered by insurance) affecting any of the Assets of the Company
in an aggregate amount exceeding $10,000;

                  2.9.6 any write-off or write-down of or any  determination  to
write off or write down any of the Assets of the Company;

                  2.9.7 any purchase of any Assets of any Person or  disposition
of, or incurrence of a Lien on, any Company Assets,  other than  acquisitions or
dispositions  of  inventory  in the  ordinary  course of business by the Company
consistent with past practice;

                  2.9.8 any entering into, amendment, modification,  termination
(partial or  complete)  or granting of a waiver under or giving any consent with
respect to (i) any  Contract  which is required (or had it been in effect on the
date hereof would have been required) to be disclosed in the Disclosure Schedule
pursuant to Section 2.18.1,  (ii) any License held by the Company,  or (iii) any
intellectual property rights owned by the Company;

                  2.9.9 any capital expenditures or commitments for additions to
property,  plant or equipment of the Company  constituting  capital assets in an
aggregate amount exceeding $10,000;

                  2.9.10 any commencement,  termination or change by the Company
of any line of business;

                  2.9.11  any  transaction  by  the  Company  with  any  of  its
officers,  directors,  stockholders  or  Affiliates,  other than  pursuant  to a
Contract or  arrangement  in effect on July 1, 1998 and  disclosed  to Purchaser
pursuant  to  Section  2.18.1.8  or  other  than  pursuant  to any  Contract  of
employment and listed pursuant to Section 2.18.1 of the Disclosure Schedule;

                  2.9.12 any  entering  into of an  agreement to do or engage in
any of the foregoing; or

                  2.9.13 any change in the  accounting  methods or procedures of
the Company or any other  transaction  involving or  development  affecting  the
Company outside the ordinary course of business.

         2.10 No  Undisclosed  Liabilities.  Except  as  reflected  or  reserved
against in the June 30, 1999 balance sheet included in the Financial  Statements
or as incurred in the ordinary course of business from June 30, 1999 through the
Closing Date or as disclosed in Section  2.10 of the  Disclosure  Schedule,  the
Company  has no  Liabilities,  nor are  there  any  Liabilities  relating  to or
affecting the Company or any of its Assets.

         2.11     Taxes.

                  2.11.1  Except as disclosed in Section 2.11 of the  Disclosure
Schedule,  all Tax Returns required to have been filed by or with respect to the
Company  and/or the Real Property with any Taxing  Authority  have been duly and
timely filed,  and each such Tax Return  correctly and  completely  reflects the
income,  franchise or other Tax liability and all other information  required to
be  reported  thereon.  The  Company  is not and has never  been a member of any
affiliated, combined, consolidated, unitary or similar group with respect to the
filing of tax returns or  otherwise  with respect to any Taxing  Authority.  All
Taxes owed by the Company or related to the real Property  (whether or not shown
on any Tax  Return)  have been paid.  All monies  required to be withheld by the
Company  from  employees,  independent  contractors,  creditors  or other  third
parties for Taxes have been  collected or  withheld,  and either duly and timely
paid to the  appropriate  Taxing  Authority  or (if not yet due for payment) set
aside in accounts for such purposes.  The Company has no liability for Taxes for
any Person other than the Company.

                  2.11.2  The  provisions  for  current  Taxes in the  Financial
Statements  are  sufficient for the payments of all accrued and unpaid Taxes not
yet due and  payable  as of their  dates,  whether  or not  disputed.  As of the
Closing Date, such  provisions,  as adjusted for the passage of time through the
Closing Date, will be sufficient for the  then-accrued  and unpaid Taxes not yet
due and payable of the Company.

                  2.11.3 The Company is not a party to any agreement  extending,
or having the effect of extending,  the time within which to file any Tax Return
or the period of  assessment  or  collection  of any Taxes.  The Company has not
received any written  ruling of a Taxing  Authority  related to Taxes or entered
into any written and legally binding agreement with a Taxing Authority  relating
to Taxes.

                  2.11.4 No Taxing  Authority is now asserting or threatening to
assert  against the Company any  deficiency,  claim or liability for  additional
Taxes or any adjustment of Taxes,  and there is no reasonable basis for any such
assertion of which any of the Sellers or the Company is or reasonably  should be
aware.  No issues have been raised in any  examination  by any Taxing  Authority
with  respect to the  Company  which,  by  application  of  similar  principles,
reasonably  could be expected to result in a proposed  deficiency  for any other
period not so examined.  The federal income Tax Returns of the Company  disclose
(in  accordance  with Section  6662(d)(2)(B)  of the Code) all  positions  taken
therein that could give rise to a substantial  understatement  of federal income
Tax within the  meaning of section  6662(d) of the Code.  No claim has ever been
made by any Taxing  Authority  in a  jurisdiction  in which the Company does not
file Tax Returns that it is or may be subject to taxation by that  jurisdiction.
Section 2.11 of the  Disclosure  Schedule  lists all federal,  state,  local and
foreign  income Tax  Returns  filed by or with  respect to the  Company  for all
taxable  periods  ended on or after  December  31,  1996,  indicates  those  Tax
Returns,  if any, that have been audited,  and indicates  those Tax Returns that
currently  are the subject of audit.  The Sellers  have  delivered  to Purchaser
complete and correct copies of all federal,  state, local and foreign income Tax
Returns  filed  by or with  respect  to,  and all Tax  examination  reports  and
statements of deficiencies  assessed  against or agreed to by, the Company since
December 31,  1996.  There are no Liens for Taxes upon the Assets of the Company
and/or the real Property.

                  2.11.5  Except as disclosed in Section 2.11 of the  Disclosure
Schedule,  the Company is not (i) a party to or bound by any  obligations  under
any tax sharing, tax indemnity or similar agreement or arrangement, (ii) subject
to any election under sections  338(e) or 341(f) of the Code or the  regulations
thereunder,  (iii) required to make, or reasonably expects that it might have to
make, any adjustment under section 481 of the Code (or any comparable  provision
of state,  local or foreign law) by reason of a change in  accounting  method or
otherwise,  (iv)  subject to any  agreement  or  arrangement  that could  result
separately or in the aggregate in the payment of any "excess parachute payments"
within  the  meaning of  section  280G of the Code,  (v) and at no time has ever
been, a "United States real property holding  corporation" within the meaning of
section  897(c)(2) of the Code,  (vi) a party to any "safe harbor lease" that is
subject to the provisions of section  168(f)(8) of the Internal  Revenue Code as
in effect  prior to the Tax  Reform Act of 1986 or to any  "long-term  contract"
within  the  meaning  of  section  460 of the  Code,  (vii) a party to any joint
venture,  partnership or other  arrangement that is treated as a partnership for
federal  income Tax  purposes,  or (viii) nor has it ever been,  a member of any
affiliated,  consolidated,  combined,  unitary  or  similar  group  for  any Tax
purpose.

         2.12     Legal Proceedings.

                  2.12.1  Except as disclosed in Section 2.12 of the  Disclosure
Schedule (with paragraph references corresponding to those set forth below):

                           2.12.1.1 there are no actions or proceedings  pending
or, to the knowledge of the Sellers or the Company, threatened against, relating
to or affecting the Company,  the Real Property,  or any of its Assets which (A)
could reasonably be expected to result in the issuance of an Order  restraining,
enjoining or otherwise  prohibiting  or making  illegal any of the  transactions
contemplated by this Agreement or otherwise  result in a material  diminution of
the benefits  contemplated by this Agreement to Purchaser,  or (B) if determined
adversely  to the  Company,  could  reasonably  be expected to result in (x) any
injunction or other equitable  relief against the Company,  or (y) Losses by the
Company,  individually  or in the aggregate with Losses in respect of other such
actions or proceedings, exceeding $10,000;

                           2.12.1.2 there are no facts or circumstances known to
the Sellers or to the Company that could  reasonably be expected to give rise to
any action or  proceeding  that would be  required to be  disclosed  pursuant to
clause 2.12.1.1 above;

                           2.12.1.3  neither  the  Sellers  nor the  Company has
received notice, or is aware of any
Orders or lawsuits outstanding against the Company; and

                           2.12.1.4  neither  the  Sellers  nor the  Company has
received notice or is aware of any defects,  dangerous or substandard conditions
in  the  products  or  materials  manufactured,  sold,  distributed,  or  to  be
manufactured, sold or distributed by the Company that could cause bodily injury,
sickness,  disease,  death,  or damage to property,  or result in loss of use of
property,  or any claim,  suit, demand for arbitration or notice seeking damages
for bodily injury,  sickness,  disease, death, or damage to property, or loss of
use or property.

                  2.12.2 Prior to the execution of this  Agreement,  the Sellers
and the  Company  have  delivered  all  responses  of counsel for the Company to
auditors' requests for information  regarding actions or proceedings  pending or
threatened  against,  relating to or  affecting  the  Company  during the period
commencing January 1, 1996. Section 2.12.2 of the Disclosure Schedule sets forth
all actions or  proceedings  relating to or  affecting  the real  Property,  the
Company or its Assets during the period commencing  January 1, 1996 prior to the
date hereof.

         2.13  Compliance  with Laws and Orders.  Except as disclosed in Section
2.13 of the  Disclosure  Schedule,  neither  the  Sellers  nor the  Company  has
received at any time since January 1, 1996 any notice that the Company is or has
been at any time since such date, in violation of or in default  under,  any Law
or Order applicable to the Real Property,  the Company or any of its Assets.  In
furtherance  and not  limitation of the  foregoing,  neither the Sellers nor the
Company has violated any federal or state  securities law in connection with the
offer, sale or purchase of any securities.

         2.14 Benefit  Plans;  ERISA.  All Benefit Plans relating to the Company
are  listed  in  Section  2.14 of the  Disclosure  Schedule,  and  copies of all
documentation  relating  to such  Benefit  Plans  have  been  delivered  or made
available to  Purchaser  (including  copies of written  Benefit  Plans,  written
descriptions of oral Benefit Plans, summary plan descriptions, trust agreements,
the  three  most  recent  annual  returns,  employee  communications,   and  IRS
determination  letters).  Except as disclosed in Section 2.14 of the  Disclosure
Schedule:

                  2.14.1 each  Benefit  Plan,  and the  administration  thereof,
complies, and has at all times complied, with the requirements of all applicable
Law,  including  ERISA and the Code,  and each Benefit Plan  intended to qualify
under  section  401(a) of the Code has at all times since its  adoption  been so
qualified,  and each trust  which forms a part of any such plan has at all times
since its adoption been tax-exempt under section 501(a) of the Code;

                  2.14.2 no Benefit Plan has incurred any  "accumulated  funding
deficiency"  within the  meaning of section  302 of ERISA or section  412 of the
Code;

                  2.14.3 no direct,  contingent or secondary  liability has been
incurred or is expected to be incurred by the Company under Title IV of ERISA to
any party with  respect to any Benefit  Plan,  or with respect to any other Plan
presently or heretofore maintained or contributed to by any ERISA affiliate;

                  2.14.4 the "amount of unfunded benefit liabilities" within the
meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any
Benefit Plan subject to Title IV of ERISA;

                  2.14.5 no  "reportable  event"  (within the meaning of section
4043 of  ERISA)  has  occurred  with  respect  to any  Benefit  Plan or any Plan
maintained by an ERISA affiliate since the effective date of said section 4043;

                  2.14.6 no  Benefit  Plan is a  multiemployer  plan  within the
meaning of section 3(37) of ERISA;

                  2.14.7  Neither  the  Company  nor  any  ERISA  affiliate  has
incurred any  liability  for any Tax imposed under section 4971 through 4980B of
the Code or civil liability under section 502(i) or (l) of ERISA;

                  2.14.8 no benefit under any Benefit Plan,  including,  without
limitation,  any  severance or  parachute  payment  plan or  agreement,  will be
established  or  become  accelerated,   vested  or  payable  by  reason  of  any
transaction contemplated under this Agreement;

                  2.14.9 no Tax has been incurred  under section 511 of the Code
with respect to any Benefit  Plan (or trust or other  funding  vehicle  pursuant
thereto);

                  2.14.10  no  Benefit  Plan  provides  health or death  benefit
coverage beyond the termination of an employee's employment,  except as required
by Part 6 of Subtitle B of Title I of ERISA or section  4980B of the Code or any
state laws requiring  continuation of benefits coverage following termination of
employment;

                  2.14.11 no suit, actions or other litigation (excluding claims
for  benefits  incurred in the  ordinary  course of plan  activities)  have been
brought or, to the knowledge of any Seller or the Company, threatened against or
with respect to any Benefit Plan and there are not facts or circumstances  known
to any the Sellers or the Company that could reasonably be expected to give rise
to any such suit, action or other litigation; and

                  2.14.12 all  contributions to Benefit Plans that were required
to be made under such Benefit  Plans have been made,  and all  benefits  accrued
under any unfunded Benefit Plan have been paid, accrued or otherwise  adequately
reserved in accordance  with GAAP, all of which accruals under unfunded  Benefit
Plans are as  disclosed  in Section  2.14 of the  Disclosure  Schedule,  and the
Company has performed all material  obligations  required to be performed  under
all Benefit Plans.

         2.15     Property.

                  2.15.1 Section 2.15.1 of the  Disclosure  Schedule  contains a
true and correct list of (i) each parcel of real property owned (the "Owned Real
Property") by the Company, (ii) each parcel of real property leased or subleased
or otherwise  occupied by the Company as tenant or  subtenant  (the "Leased Real
Property";  together with the Owned Real Property, the "Property") together with
a true  and  correct  list  of all  such  leases,  subleases  or  other  similar
agreements  and  any  amendments,   modifications  or  extensions  thereto  (the
"Property  Leases"),  and (iii) all Liens relating to or affecting any parcel of
Property, in each case identifying the owner, lessor and lessee thereof.

                  2.15.2 The  Sellers or the  Company  have good and  marketable
title to the Real  Property and the Owned Real  Property,  free and clear of all
Liens,  other than as  specifically  listed in Section  2.15.2 of the Disclosure
Schedule.

                  2.15.3  Subject to the terms of its leases,  the Company has a
valid and subsisting leasehold estate in and the right to quiet enjoyment to the
Leased Real Property for the full term of the lease thereof. Each Property Lease
is a legal,  valid and binding  agreement,  enforceable  in accordance  with its
terms,  of the Company and of each other  Person  that is a party  thereto,  and
except as set forth in Section 2.15.3 of the Disclosure  Schedule,  there is no,
and neither the Sellers nor the Company,  has  knowledge of any, or has received
any,  notice of any default (or any  condition or event  which,  after notice or
lapse of time or both, would constitute a default)  thereunder.  The Company has
not assigned,  sublet,  transferred,  hypothecated or otherwise  disposed of its
interest in any Property  Lease.  No penalties  are accrued and unpaid under any
Property Lease.

                  2.15.4  The  Sellers  shall  deliver  to  Purchaser  upon  the
execution of this Agreement true and complete  copies of all (i) title policies,
mortgages,  deeds of trust, deeds,  leases,  easements,  restrictive  covenants,
certificates of occupancy,  and similar  documents,  and all amendments  thereto
concerning the Real Property  and/or the Owned Real Property,  and (ii) Property
Leases and all other documents  referred to in clause (i) of this paragraph with
respect to the Leased Real Property.

                  2.15.5 Except as disclosed in Section 2.15.5 of the Disclosure
Schedule,  the  improvements  on the Real  Property and the Property are in good
operating condition and in a state of good maintenance and repair, ordinary wear
and tear excepted, are adequate and suitable for the purposes for which they are
presently  being used and,  to the  knowledge  of each of the Sellers and of the
Company,  there are no  condemnation  or  appropriation  proceedings  pending or
threatened against Property or the improvements thereon.

                  2.15.6  Neither the Sellers nor the Company has any  knowledge
of any claim, action or proceeding,  actual or threatened,  against the Company,
the Real  Property or the Property by any Person which would  materially  affect
the future use,  occupancy or value of the Real  Property or the Property or any
part thereof.

         2.16 Tangible  Personal  Property.  The Company is in possession of and
has good and marketable  title to, or has valid leasehold  interests in or valid
rights under contract to use, all tangible personal property used in the conduct
of its  business,  including  all tangible  personal  property  reflected on the
Financial Statements and tangible personal property acquired since June 30, 1999
other  than  property  disposed  of since  such date in the  ordinary  course of
business consistent with past practice and the terms of this Agreement. All such
tangible  personal  property  is free and clear of all  Liens,  other than Liens
disclosed in Section  2.16 of the  Disclosure  Schedule,  and, as of the Closing
Date,  is adequate  and  suitable for the conduct by the Company of the business
presently conducted by it, and is in good working order and condition,  ordinary
wear and tear excepted,  and its use complies in all material  respects with all
applicable Laws.

         2.17 Intellectual Property Rights. The Company has interests in or uses
only the  intellectual  property  described  in Section  2.17 of the  Disclosure
Schedule. The Company either has all right, title and interest in or a valid and
binding  license  to use  such  intellectual  property.  No  other  intellectual
property is used in or  necessary to the conduct of the business of the Company.
All  registrations,   pending  applications,   registered  rights  and  executed
agreements  related to  intellectual  property are listed in Section 2.17 of the
Disclosure Schedule.  Except as disclosed therein, (i) the Company has the right
to use the intellectual  property described  therein,  (ii) all registrations on
behalf of the  Company  with and  applications  to  Governmental  or  Regulatory
Authorities in respect of such intellectual property are valid and in full force
and effect and are not subject to the payment of any Taxes or  maintenance  fees
or the taking of any other actions by the Company to maintain  their validity or
effectiveness,  (iii)  all  copyrightable  materials  used  by the  Company  are
works-for-hire  and are owned by the Company,  (iv) there are no restrictions on
the direct or indirect transfer of any License, or any interest therein, held by
the  Company in respect of such  intellectual  property,  (v) the  Sellers  have
delivered,  or have  caused the Company to deliver,  to  Purchaser  prior to the
execution  of  this  Agreement  documentation  with  respect  to any  invention,
process,  design, computer program or other know-how or trade secret included in
such  intellectual  property,  which  documentation is accurate and complete and
sufficient  in detail and  content  to  identify  and  explain  such  invention,
process,  design,  computer program or other know-how or trade secret,  (vi) the
Sellers and the Company have taken reasonable  security  measures to protect the
secrecy,  confidentiality  and value of their trade  secrets,  (vii) neither the
Sellers nor the Company  is, or has  received  any notice that it is, in default
(or with the  giving of notice  or lapse of time or both,  would be in  default)
under any  License to use such  intellectual  property  and (viii)  neither  the
Sellers nor the Company has any  knowledge  that such  intellectual  property is
being  infringed by any other  Person.  To the  knowledge of the Sellers and the
Company, the Company is not infringing any intellectual  property of any Person,
and no  litigation is pending and no claim has been made or, to the knowledge of
any the Sellers or of the Company, has been threatened to such effect.

         2.18     Contracts.

                  2.18.1  Section  2.18.1  of  the  Disclosure   Schedule  (with
paragraph references corresponding to those set forth below) contains a true and
complete list of each of the following Contracts or other arrangements (true and
complete  copies,  or,  if  none,   reasonably  complete  and  accurate  written
descriptions of which,  together with all amendments and supplements thereto and
all waivers of any terms thereof,  have been delivered to Purchaser prior to the
execution of this Agreement), to which the Company is a party or by which any of
its Assets is bound.

                           2.18.1.1 (A) all Contracts  (excluding Benefit Plans)
providing  for  a  commitment  of  employment  or  consultation  services  for a
specified or unspecified  term, the name,  position and rate of  compensation of
each  Person  party to such a  Contract  and the  expiration  date of each  such
Contract;  and  (B)  any  written  or  unwritten  representations,  commitments,
promises,  communications  or courses of conduct  involving an obligation of the
Company to make payments  (with or without  notice,  passage of time or both) to
any  Person  in  connection  with,  or as a  consequence  of,  the  transactions
contemplated  hereby or to any  employee,  other than with  respect to salary or
incentive  compensation  payments in the ordinary course of business  consistent
with past practice;

                           2.18.1.2 all Contracts with any Person containing any
provision  or covenant  prohibiting  or  limiting  the ability of the Company to
engage in any  business  activity or compete with any Person or  prohibiting  or
limiting the ability of any Person to compete with the Company or prohibiting or
limiting disclosure of confidential or proprietary information;

                           2.18.1.3    all    partnership,     joint    venture,
shareholders' or other similar Contracts with any Person;

                           2.18.1.4 all Contracts  relating to  Indebtedness  of
the Company;

                           2.18.1.5 all Contracts relating to the Real Property;

                           2.18.1.6 all Contracts with independent  contractors,
distributors,   dealers,  manufacturers'  representatives,   sales  agencies  or
franchisees;

                           2.18.1.7 all guarantees of any  Indebtedness or other
obligations of the Company or any third Person;

                           2.18.1.8  all   Contracts   relating  to  the  future
disposition  or  acquisition  of  any  Assets,   other  than   dispositions   or
acquisitions  in the ordinary  course of business  consistent with past practice
and the provisions of this Agreement;

                           2.18.1.9 all  Contracts  between or among the Company
and any of the Sellers, any current or former officer, director,  stockholder or
Affiliate  of the  Company  or of any such  officer,  director,  stockholder  or
Affiliate, on the other hand, other than Contracts disclosed pursuant to Section
2.18.1.8;

                           2.18.1.10 all collective  bargaining or similar labor
Contracts;

                           2.18.1.11  all  Contracts  that (A) limit or  contain
restrictions  on the ability of the Company to declare or pay  dividends  on, to
make any other  distribution  in respect of or to issue or  purchase,  redeem or
otherwise acquire its capital stock, to incur  Indebtedness,  to incur or suffer
to exist any Lien,  to  purchase  or sell any  Assets or to change  the lines of
business,  (B) require the Company to  maintain  specified  financial  ratios or
levels of net worth or other  indicia of financial  condition or (C) require the
Company to maintain insurance in certain amounts or with certain coverages; and

                           2.18.1.12  all  other  Contracts,  including  but not
limited to  Contracts  with  customers,  that  involve the payment or  potential
payment,  pursuant  to the terms of any such  Contract,  by or to the Company of
more than  $10,000  and all powers of attorney  and  comparable  delegations  of
authority.

                  2.18.2  Each  Contract  required  to be  disclosed  in Section
2.18.1 of the Disclosure  Schedule is in full force and effect and constitutes a
legal, valid and binding agreement, enforceable in accordance with its terms, of
each party thereto;  and except as disclosed in Section 2.18.2 of the Disclosure
Schedule,  neither the Company nor, to the  knowledge  of any the  Sellers,  any
other party to such Contract is, or has received notice that it is, in violation
or breach of or default under any such Contract (or with notice or lapse of time
or both, would be violation or breach of or default under any such Contract).

                  2.18.3 Except as disclosed in Section 2.18.3 of the Disclosure
Schedule,  the Company is not a party to or bound by any Contract  that has been
or could reasonably be expected to be, individually or in the aggregate with any
other such  Contracts,  materially  adverse to the  business or condition of the
Company.

                  2.18.4 To the extent any of the  guaranties for the benefit of
the Company or any of its Assets are not integrated with Contracts  disclosed in
Section 2.18.1 to the Disclosure  Schedule,  each such guaranty is in full force
and effect and constitutes a legal, valid and binding agreement,  enforceable in
accordance  with its terms,  or each party  thereto;  and neither the  guarantor
thereunder  nor,  to the  knowledge  of the  Sellers or the Company or any other
party to such  guaranty is, or has  received  notice that it is, in violation or
breach of or default under any such guaranty (or with notice or lapse of time or
both, would be in violation or breach of default under any such guaranty).

         2.19 Licenses.  Section 2.19 of the Disclosure Schedule contains a true
and  complete  list of all  Licenses  used in and  material  to the  business or
operations  of the  Company,  setting  forth the  owner,  the  function  and the
expiration and renewal date of each.  Prior to the execution of this  Agreement,
the Sellers or the Company have delivered to Purchaser true and complete  copies
of all such  Licenses.  Except as disclosed  in Section  2.19 of the  Disclosure
Schedule:

                  2.19.1 the Company owns or validly holds all Licenses that are
material to its respective business or operations;

                  2.19.2 each license  listed in Section 2.19 of the  Disclosure
Schedule is valid, binding and in full force and effect;

                  2.19.3 neither the Sellers nor the Company is, or has received
any notice  that it is in default (or with the giving of notice of lapse of time
or both, would be in default) under any such License; and

                  2.19.4 the  transactions  contemplated  in this Agreement will
not violate any such License or give any other party thereto rights to terminate
the License or change the terms thereof.

         2.20 Insurance. Section 2.20 of the Disclosure Schedule contains a true
and complete list  (including the names of the insurers,  the  expiration  dates
thereof,  the period of time  covered  thereby  and a brief  description  of the
interests insured thereby) of all liability,  property,  workers'  compensation,
directors' and officers'  liability and other  insurance  policies  currently in
effect that  insure the  business,  operations  or  employees  of the Company or
affect or relate to the ownership,  use or operation of any of the Assets of the
Company and that (i) have been issued to the  Company,  or (ii) have been issued
to any Person  (other than the  Company)  for the benefit of the  Company.  Each
policy  listed in Section 2.20 of the  Disclosure  Schedule is valid and binding
and in full force and effect,  all premiums due  thereunder  have been paid when
due and  neither  the  Sellers nor the Company or the Person to whom such policy
has been  issued has  received  any notice of  cancellation  or  termination  in
respect of any such policy or is in default thereunder, and the Company does not
know of any reason or state of facts that could lead to the cancellation of such
policies.  Section 2.20 of the Disclosure Schedule contains a list of all claims
made under any  insurance  policies  covering the Company since January 1, 1996.
Neither the Sellers nor the Company have received  notice that any insurer under
any policy  referred to in this Section is denying  liability  with respect to a
claim thereunder or defending under a reservation of rights clause.

         2.21 Affiliate Transactions. Except for the Shareholder Debt, (i) there
are no  Liabilities  between  the  Company  and any  current or former  officer,
director,  stockholder,  Affiliate  of the Company or any  Affiliate of any such
officer,  director,  stockholder  or  Affiliate,  and (ii) the Company  does not
provide or cause to be provided any assets,  services or  facilities to any such
current or former officer, director, stockholder or Affiliate.

         2.22  Employees;  Labor  Relations.  The  Company is not engaged in any
unfair labor practice.  There is (i) no unfair labor practice  complaint pending
or, to the  knowledge  of the  Sellers or the  Company,  threatened  against the
Company before the National Labor Relations Board or comparable or similar state
agency,  and no  grievance  or  arbitration  proceeding  arising  out  of  under
collective  bargaining  agreements  is so pending  or, to the  knowledge  of the
Sellers or of the Company, threatened against the Company, (ii) no strike, labor
dispute, slowdown or stoppage pending or, to the knowledge of the Sellers or the
Company,  threatened  against  the  Company,  and (iii) no union  representation
question  exists  with  respect  to the  employees  of the  Company  or,  to the
knowledge of the Sellers or the Company,  no union  organization  activities are
taking place.

         2.23     Environmental Matters.

                  2.23.1  The  Company  has  obtained  and holds  all  necessary
Environmental  Permits, and all necessary  Environmental  Permits related to the
operations conducted on the Real Property have been obtained by the owner of the
Real Property.

                  2.23.2 Except as disclosed in Section 2.23.2 of the Disclosure
Schedule, to the best knowledge of the Sellers:

                           2.23.2.1  The  Company is, and at all times has been,
in full  compliance  with, and has not been and is not in violation of or liable
under, any Environmental  Law. Neither the Sellers nor the Company has any basis
to expect, nor has any of them or any other Person for whose conduct they may be
held to be responsible  received,  any actual or threatened  Order,  notice,  or
other  communication from (A) any Governmental Body or private citizen acting in
the public  interest,  or (B) the  current  or prior  owner or  operator  of any
Facilities,  of any actual or potential  violation or failure to comply with any
Environmental  Law, or of any actual or  threatened  obligation  to undertake or
bear the cost of any Environmental,  Health, and Safety Liabilities with respect
to any of the  Facilities  or any  other  properties  or assets  (whether  real,
personal, or mixed) in which the Company has had an interest, or with respect to
any  property or Facility at or to which  Hazardous  Materials  were  generated,
manufactured,  refined, transferred, imported, used, or processed by the Company
or any other Person for whose  conduct they are or may be held  responsible,  or
from which Hazardous Materials have been transported,  treated, stored, handled,
transferred, disposed, recycled, or received.

                           2.23.2.2 There are no pending or, to the knowledge of
the  Sellers  or  the  Company,  threatened  claims,   encumbrances,   or  other
restrictions of any nature, resulting from any Environmental, Health, and Safety
Liabilities or arising under or pursuant to any Environmental  Law, with respect
to or  affecting  the  Real  Property  or  any of the  Facilities  or any  other
properties and assets (whether real, personal, or mixed) in which the Sellers or
the Company has or had an interest.

                           2.23.2.3  Neither  the  Sellers  nor the  Company has
knowledge of or any basis to expect, nor has any of them or any other Person for
whose  conduct  they  are or may be  held  responsible  received  any  citation,
directive,  inquiry,  notice, Order,  summons,  warning, or other communications
that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual,
or potential  violation or failure to comply with any  Environmental  Law, or of
any  Environmental,  Health,  and Safety  Liabilities  with  respect to the Real
Property or any of the  Facilities  or any other Assets in which the Company had
an  interest , or with  respect to any  Facility  to which  Hazardous  Materials
generated,  manufactured,  refined, transferred, imported, used, or processed by
the Sellers,  the Company,  or any other Person for whose conduct it or they are
or may be held responsible,  have been transported,  treated,  stored,  handled,
transferred, disposed, recycled, or received.

                           2.23.2.4 Neither the Company nor any other Person for
whose conduct it may be held responsible,  has any  Environmental,  Health,  and
Safety  Liabilities  with respect to the Real Property or any Facilities or with
respect to any other  Assets  (whether  real,  personal,  or mixed) in which the
Company (or any predecessor thereof), has or had an interest, or at any property
geologically or hydrologically adjoining the Facilities or any such Assets.

                  2.23.3 There are no Hazardous  Materials  present on or in the
Environment  at the Real Property or the  Facilities or at any  geologically  or
hydrologically  adjoining property,  including any Hazardous Materials contained
in barrels, above or underground storage tanks, landfills, land deposits, dumps,
equipment  (whether moveable or fixed) or other containers,  either temporary or
permanent,  and deposited or located in land, water, sumps, or any other part of
the Facilities or such adjoining  property,  or incorporated  into any structure
therein or thereon.  Neither the Company nor any other Person for whose  conduct
it may be held responsible,  or any other Person, has permitted or conducted, or
is aware of, any Hazardous  Activity conducted with respect to the Real Property
or the Facilities or any other properties or assets (whether real, personal,  or
mixed) in which the Sellers or the Company has or had an interest except in full
compliance with all applicable Environmental Laws.

                  2.23.4  There has been no Release or, to the  knowledge of the
Sellers or of the Company,  any threat of Release of any Hazardous  Materials at
or from the Facilities or at any other locations  where any Hazardous  Materials
were generated, manufactured, refined, transferred, produced, imported, used, or
processed  from or by the  Facilities,  or from or by any other  properties  and
assets  (whether  real,  personal,  or mixed) in which the Company has or had an
interest, or any geologically or hydrologically adjoining property.

                  2.23.5  The  Sellers  have  delivered  to  Purchaser  true and
complete  copies and  results of any  reports,  studies,  analyses,  tests,  and
monitoring  possessed or initiated by the Sellers or the Company  pertaining  to
Hazardous  Materials or Hazardous  Activities in, on, or under the Real Property
or the Facilities,  or concerning  compliance by the Sellers, the Company or any
other Person for whose conduct it or they are or may be held  responsible,  with
Environmental Laws.

                  2.23.6  There are no Liens  arising  under or  pursuant to any
Environmental Law on the Real Property or any Owned Real Property or Leased Real
Property  and  there are no  facts,  circumstances,  or  conditions  that  could
reasonably  be expected to restrict,  encumber,  or result in the  imposition of
special conditions that could reasonably be expected to restrict,  encumber,  or
result in the imposition of special  conditions under any Environmental Law with
respect to the ownership, occupancy, development, use, or transferability of any
Property.

                  2.23.7 There are no (i) underground  storage tanks,  active or
abandoned, (ii) polychlorinated biphenyl containing equipment, or (iii) asbestos
containing material, at the Real property or any Property.

                  2.23.8  There  have  been  no  environmental   investigations,
studies, audits, tests, reviews or other analyses conducted by, on behalf of, or
which are in the  possession  of the Sellers or the Company  with respect to any
Asset of, or property that is adjacent to an Asset of the Company which have not
been delivered to Purchaser prior to execution of this Agreement.

         2.24  Substantial  Customers  and  Suppliers.  Section  2.24.1  of  the
Disclosure  Schedule lists the ten (10) largest  customers of the Company on the
basis of  revenues  for goods sold or  services  provided  for the twelve  month
period ending June 30, 1999. Section 2.24.2 of the Disclosure Schedule lists the
ten (10)  largest  suppliers  of the  Company  on the  basis of cost of goods or
services  purchased during the twelve month period ending June 30, 1999.  Except
as disclosed in Section 2.24.3 of the Disclosure  Schedule,  to the knowledge of
the Sellers and the  Company,  no such  customer  or  supplier is  insolvent  or
threatened with bankruptcy or insolvency.

         2.25  Accounts  Receivable.  Except as set forth in Section 2.25 of the
Disclosure Schedule,  the accounts and notes receivable of the Company reflected
on the balance sheets included in the Financial  Statements for the period ended
December 31, 1998, and all accounts and notes receivable  arising  subsequent to
such date, (i) arose from bona fide sales transactions in the ordinary course of
business  consistent with past practice and are payable on ordinary trade terms,
(ii)  are  legal,  valid  and  binding  obligations  of the  respective  debtors
enforceable in accordance with their respective terms,  (iii) are not subject to
any valid set-off or counterclaim,  (iv) do not represent  obligations for goods
sold on consignment,  on approval or on a sale-or-return basis or subject to any
other repurchase or return arrangements,  and (v) are not subject of any Actions
or  Proceedings  brought  by or on behalf of the  Company.  Section  2.25 of the
Disclosure  Schedule sets forth (x) a description  of any security  arrangements
and collateral  securing the repayment or other  satisfaction  of receivables of
the Company and (y) all  jurisdictions in which the records relating to accounts
and notes receivable are located.

         2.26 Other Negotiations; Brokers. Neither the Sellers, nor the Company,
nor any of their  respective  Affiliates (nor any investment  banker,  financial
advisor,  attorney,  accountant or other Person  retained by or acting for or on
behalf of the Sellers or the Company or any such  Affiliate)  have  entered into
any  agreement  or had any  discussions  with  any  third  party  regarding  any
transaction  involving  the  Company  which  could  result in the  Company,  the
Purchaser or its  stockholders,  or any officer,  director,  employee,  agent or
Affiliate of any of them, being subject to any claim for liability to said third
party  as  a  result  of  entering  into  this  Agreement  or  consummating  the
transactions   contemplated  hereby  or  thereby.  No  agent,  broker,   finder,
investment  banker,  financial  advisor or other  Person will be entitled to any
fee,  commission  or other  compensation  in  connection  with the  transactions
contemplated  by this Agreement on the basis of any act or statement made by the
Sellers,  the Company or any of their respective  Affiliates,  or any investment
banker, financial advisor,  attorney,  accountant or other Person retained by or
acting for or on behalf of the Sellers, the Company, or any such Affiliate.

         2.27 Holding Company Act and Investment Company Act Status. The Company
is not a  "holding  company"  or a "public  utility  company"  as such terms are
defined in the Public  Utility  Company Act of 1935, as amended.  The Company is
not an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

         2.28  Bank  and  Brokerage  Accounts.  Section  2.28 of the  Disclosure
Schedule  sets  forth  (a) a list  of the  names  and  locations  of all  banks,
securities brokers and other financial  institutions at which the Company has an
account or safe deposit box or maintains a banking, custodial,  trading or other
similar  relationship;  and (b) a true and complete list and description of each
such account,  box and relationship,  indicating in each case the account number
and the names of all persons having signatory power and respect thereto.

         2.29 Exemption from  Registration.  The offer and sale of the Purchased
Stock  made  pursuant  to  this  Agreement  are  exempt  from  the  registration
requirements of the Securities Act. Neither any the Sellers, nor the Company nor
any  Person  authorized  to act on  behalf  of any  of  the  foregoing  has,  in
connection with the offering of the Purchased Stock,  engaged in (i) any form of
general  solicitation or general advertising (as those terms are used within the
meaning of Rule 501(c) under the Securities  Act),  (ii) any action  involving a
public  offering  within the meaning of section 4(2) of the  Securities  Act, or
(iii) any action that would require the registration under the Securities Act of
the offering and sale of the Purchased  Stock pursuant to this Agreement or that
would violate applicable state securities or "blue sky" laws.

         2.30 Disclosure.  The representations and warranties  contained in this
Agreement,  and the statements  contained in the  Disclosure  Schedule or in the
certificates,  lists and other writings  furnished to Purchaser  pursuant to any
provision of this  Agreement  (including the Financial  Statements),  when taken
together,  do not contain  any untrue  statement  of a material  fact or omit to
state a  material  fact  necessary  in order to make the  statements  herein and
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

         2.31 Survival of Representations, Warranties, Covenants and Agreements.
Even though the Purchaser may investigate the affairs of the Company and attempt
to confirm the accuracy of the  representations  and  warranties of the Sellers,
the  Purchaser,  nonetheless,  shall  have  the  right  to rely  fully  upon the
representations,  warranties,  covenants and agreements of the Sellers contained
in  this  Agreement.  All  such  representations,   warranties,   covenants  and
agreements will survive the Closing.

                                   ARTICLE III

3        REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser,  to its  best  knowledge,  represents  and  warrants  to the
Sellers as follows:

         3.1  Organization  and  Qualification.  Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the state of
its  incorporation.  Purchaser  is duly  qualified,  licensed  or admitted to do
business and is in good standing in each  jurisdiction  in which the  ownership,
use or leasing of its Assets,  or the conduct or nature of its  business,  makes
such qualification,  licensing or admission necessary,  except for such failures
to  be  so  qualified,   licensed  or  admitted  and  in  good  standing  which,
individually  or in the  aggregate,  could not be reasonably  expected to have a
material adverse effect on the validity or  enforceability  of this Agreement or
on the ability of Purchaser to perform its obligations hereunder or thereunder.

         3.2 Authority Relative to this Agreement.  Purchaser has full corporate
power and authority to enter into this Agreement and to perform its  obligations
hereunder and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by Purchaser and the  consummation by
Purchaser  of the  transactions  contemplated  hereby have been duly and validly
approved by its board of directors  and no other  corporate  proceedings  on the
part of Purchaser or its  stockholders are necessary to authorize the execution,
delivery and performance of this Agreement by Purchaser and the  consummation by
Purchaser of the transactions  contemplated hereby. This Agreement has been duly
and validly  executed and delivered by Purchaser and constitutes a legal,  valid
and binding obligation of Purchaser  enforceable against Purchaser in accordance
with its terms.

         3.3 No  Conflicts.  The  execution  and  delivery by  Purchaser of this
Agreement does not, and the  performance by Purchaser of its  obligations  under
this Agreement and the consummation of the transactions  contemplated hereby, do
not and will not:

                  3.3.1  conflict or result in a  violation  or breach of any of
the terms,  conditions or  provisions of the  certificate  of  incorporation  or
by-laws of Purchaser;

                  3.3.2  subject  to  obtaining  the  consents,   approvals  and
actions,  making the filings and giving the notices  disclosed in Section 3.4 of
the  Disclosure  Schedule,  if any,  conflict  with or result in a violation  or
breach of any term or provision of any Law or Order  applicable  to Purchaser or
its Assets and Properties; or

                  3.3.3 except as disclosed in Section  3.3.3 of the  Disclosure
Schedule,  (i)  conflict  with or  result in a  violation  or  breach  of,  (ii)
constitute (with or without notice or lapse of time or both) a default under, or
(iii) require  Purchaser to obtain any consent,  approval or action of, make any
filing  with or give any  notice to any Person as a result or under the terms of
any Contract or License to which Purchaser is a party, or by which it is bound.

         3.4 Governmental Approvals and Filings.  Except as disclosed in Section
3.4 of the Disclosure Schedule,  no consent,  approval or action of, filing with
or notice to any  Governmental or Regulatory  Authority on the part of Purchaser
is required in connection  with the execution,  delivery and performance of this
Agreement  to  which  it is a  party  or the  consummation  of the  transactions
contemplated herein.

         3.5 Legal Proceedings.  There are no Actions or Proceedings pending or,
to the  knowledge of  Purchaser,  threatened  against,  relating to or affecting
Purchaser or any of its Assets which (i) could  reasonably be expected to result
in the issuance of an Order restraining,  enjoining or otherwise  prohibiting or
making illegal the consummation of any of the transactions  contemplated by this
Agreement,  or  (ii)  could  reasonably  be  expected,  individually  or in  the
aggregate  with other such Actions or  Proceedings,  to have a material  adverse
effect on the business or condition of Purchaser.

         3.6 Brokers. No agent,  broker,  finder,  investment banker,  financial
advisor or other similar Person will be entitled to any fee, commission or other
compensation  in connection  with any of the  transactions  contemplated by this
Agreement on the basis of any act or statement made by Purchaser.

         3.7 Purchase for  Investment.  The Purchased  Stock will be acquired by
Purchaser for its own account for the purpose of investment  and not with a view
to the  resale  or  distribution  of all or any part of the  Purchased  Stock in
violation of the Securities Act.

         3.8 Survival of Representations,  Warranties, Covenants and Agreements.
Even though the Sellers may investigate the affairs of the Purchaser and confirm
the accuracy of the representations and warranties of the Purchaser contained in
this  Agreement,  the Sellers,  nonetheless,  shall have the right to rely fully
upon the representations,  warranties, covenants and agreements of the Purchaser
contained in this Agreement. All such representations, warranties, covenants and
agreements will survive the Closing.

                                   ARTICLE IV

4        COVENANTS BY THE SELLERS AND PURCHASER

         4.1 Regulatory and Other  Approvals.  The Sellers and Purchaser  shall,
and the Sellers  shall cause the Company to, (a) take all necessary or desirable
steps and proceed diligently and in good faith and use its diligent efforts,  as
promptly as  practicable,  to obtain all  consents,  approvals or actions of, to
make all filings  with and to give all notices to,  Governmental  or  Regulatory
Authorities  or  any  other  Person  required  to  consummate  the  transactions
contemplated  hereby  and  those  described  in  Sections  2.5  and  2.6  of the
Disclosure  Schedule,  (b) provide such other information and  communications to
such  Governmental  or Regulatory  Authorities  or other Persons as Purchaser or
such  Governmental  or Regulatory  Authorities  or other Persons may  reasonably
request and (c) cooperate with Purchaser as promptly as practicable in obtaining
all  consents,  approvals or actions of,  making all filings with and giving all
notices to, Governmental or Regulatory  Authorities or other Persons required of
Purchaser to consummate the transactions  contemplated  hereby. The Sellers will
provide  prompt  notification  to  Purchaser  when any such  consent,  approval,
action,  filing or notice  referred to in clause (a) above is  obtained,  taken,
made or given, as applicable,  and will advise  Purchaser of any  communications
(and,  unless precluded by Law, provide copies of any such  communications  that
are in writing) with any  Governmental  or Regulatory  Authority or other Person
regarding any of the transactions contemplated by this Agreement.

         4.2      Investigation by Purchaser.

                  4.2.1 From the date of this Agreement  until the date on which
either Party provides the other Party with written notice that this Agreement is
terminated (the "Termination Date"), or until the Closing, whichever is earlier,
the Sellers  will afford  Purchaser's  agents,  employees,  representatives  and
accountants,  and  their  representatives,  access to the  contracts,  books and
records, and all other documents and data of the Company. Purchaser acknowledges
that  certain  of the  books  and  records  are  highly  confidential  and their
disclosure  will not be made  except  as  provided  herein  due to the  Sellers'
confidentiality and proprietary concerns.

         4.3      Accounts Receivable.

                  4.3.1 At the Closing, the Company shall assign to the Sellers,
without recourse,  all accounts  receivable  (including all accounts  receivable
that have been written off as being uncollectible) of the Company which are more
than ninety (90) days old on the Closing Date.

                  4.3.2  Sellers  agree  to  indemnify  and  hold  harmless  the
Purchaser from and against any losses  resulting from the failure of the Company
to collect any account  receivable  which was taken into  account as an asset in
determining  the  Adjusted  Net  Worth and not  otherwise  assigned  to  Sellers
pursuant to Section 4.3.1 hereof (hereinafter a "Warranted Receivable").  In the
event the Company shall fail to collect any Warranted  Receivable  within ninety
(90) days after the Closing Date ("Collection Period"), Purchaser shall have the
right to exchange for the assignment to the Sellers, without recourse, of unpaid
Warranted  Receivables  having an aggregate face amount equal to the amount paid
to Purchaser by Sellers under this indemnity.

                  4.3.3  Purchaser  covenants and agrees that from and after the
Closing it will cause the Company to  exercise  prompt and  diligent  efforts in
good  faith to collect  all  accounts  receivable  of the  Company in  existence
immediately before the Closing,  provided,  however,  that neither Purchaser nor
the Company shall be required to initiate legal  proceedings to collect any such
account.  The Company will use reasonably  diligent efforts to assist Sellers to
collect any such accounts  transferred to them by the Company, and Sellers shall
reimburse  the  Company for any out of pocket  costs it shall incur  incident to
such  efforts.  In the event the Company  shall  collect in whole or in part any
such  account  which has been  transferred  to the  Sellers,  the  Company  will
transfer  the amount  collected  to the Sellers  within ten (10) days  following
receipt thereof by the Company.

                                    ARTICLE V

5        CLOSING CONDITIONS

         5.1 Condition to the  Obligations of the Purchaser.  The obligations of
Purchaser  hereunder to purchase the  Purchased  Stock and the Real Property are
subject  to the  fulfillment,  at or  prior  to the  Closing,  of the  following
conditions  precedent  (any or all of which may be waived in whole or in part by
Purchaser in its sole discretion):

                  5.1.1   Representations   and   Warranties.    Each   of   the
representations  and  warranties  made by the Sellers in this  Agreement  shall,
unless  waived,  be true and correct in all material  respects as of the date of
this  Agreement  and  on  and  as of  the  Closing  Date  as  though  each  such
representation and warranty was made on and as of the Closing Date.

                  5.1.2  Performance.  The  Sellers  shall  have  performed  and
complied with, unless waived,  each agreement,  covenant and obligation required
by this  Agreement to be so performed or complied  with by them at or before the
Closing.

                  5.1.3 Orders and Laws. There shall not be pending,  threatened
or in effect on the  Closing  Date any Order or Law  restraining,  enjoining  or
otherwise  prohibiting  or  making  illegal  the  consummation  of  any  of  the
transactions  contemplated  by this  Agreement  or  which  could  reasonably  be
expected to  otherwise  result in a material  diminution  of the benefits of the
transactions contemplated by this Agreement to Purchaser.

                  5.1.4  Regulatory   Consents  and  Approvals.   All  consents,
approvals  and  actions of,  filings  with and  notices to any  Governmental  or
Regulatory  Authority  necessary to permit  Purchaser and the Sellers to perform
their  obligations  under this  Agreement  and to  consummate  the  transactions
contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall
be in form and substance reasonably  satisfactory to Purchaser,  (iii) shall not
impose any limitations or  restrictions on Purchaser,  (iv) shall not be subject
to the satisfaction of any condition that has not been satisfied or waived,  and
(v) shall be in full force and effect,  and all  terminations  or expirations of
waiting periods imposed by any  Governmental or Regulatory  Authority  necessary
for the consummation  for the transactions  contemplated by this Agreement shall
have occurred.

                  5.1.5  Third  Party   Consents.   Any  consents  (or  waivers)
identified in Section 2.5 of the Disclosure Schedule, and all other consents (or
waivers) to the  performance  by the  Purchaser  of its  obligations  under this
Agreement,  or to the consummation for the transactions  contemplated  hereby as
are required  under any Contract or License to which the Purchaser is a party or
by which any of its  Assets  are bound and where the  failure to obtain any such
consent (or in lieu thereof waiver) could  reasonably be expected,  individually
or in the aggregate with other such failures, to materially adversely affect the
Purchaser or the  business or condition of the Company or otherwise  result in a
material  diminution of the benefits of the  transactions  contemplated  by this
Agreement to the Purchaser in its sole discretion, (i) shall have been obtained,
(ii) shall be in form and  substance  satisfactory  to the Purchaser in its sole
discretion, (iii) shall not be subject to the satisfaction of any condition that
has not been satisfied or waived and (iv) shall be in full force and effect.

                  5.1.6  Purchaser's  Investigation.  Purchaser  shall  not have
discovered,  as a result of its investigation and review pursuant to Section 4.2
hereof, any condition  (financial or otherwise)  relating in any way to the Real
Property,  the  Company,  its Assets,  business  or  prospects,  that  convinces
Purchaser,  in its sole  discretion,  that it is not  advisable  to complete the
Closing.

                  5.1.7 Sellers' Certificates.  The Sellers shall have delivered
to  Purchaser  (i)  certificates,  dated the  Closing  Date and  executed  by an
executive officer of the Company, substantially in the form and to the effect of
Exhibit B-1 hereto and (ii) certificates, dated the Closing Date and executed by
the chief financial officer of the Company, substantially in the form of Exhibit
B-2 hereto.

                  5.1.8  Resignations  of Officers  and  Directors.  The Sellers
shall have delivered to Purchaser the  resignations of all current  officers and
directors of the Company, effective as of the Closing Date.

                  5.1.9  Opinion of Counsel.  Purchaser  shall have received the
opinions of Ferruzzo & Ferruzzo,  counsel to the Company and Mary E. Dentis,  as
Trustee of the Mary Ellen Dentis Revocable  Intervivos Trust,  u/d/t October 19,
1990,  and  Bewley,  Lassleben  & Miller,  LLP  counsel  to Judith O.  Garcia in
connection with this  Agreement,  dated the Closing Date,  substantially  in the
form and to the  effect  of  Exhibit  C hereto,  and to such  further  effect as
Purchaser may reasonably request.

                  5.1.10 Disclosure  Schedule.  The Sellers shall have delivered
to Purchaser a copy of the Disclosure Schedule,  updated and current through the
Closing Date.

                  5.1.11 Good  Standing  Certificates.  The  Sellers  shall have
delivered  to  Purchaser   (i)  copies  of  the   certificate   or  articles  of
incorporation (or other comparable  corporate charter documents),  including all
amendments thereto of the Company certified by the applicable Secretary of State
or  other  appropriate   governmental  official,   (ii)  certificates  from  the
applicable Secretary of State or other appropriate  governmental official to the
effect that the Company is in good  standing in such  jurisdiction,  listing all
charter  documents  of the Company on file and  attesting  to its payment of all
franchise or similar Taxes, and (iii)  certificates  from the Secretary of State
or other  appropriate  official  in each  jurisdiction  in which the  Company is
qualified  or  admitted  to do  business  to the effect that the Company is duly
qualified or admitted in good standing in such jurisdiction.

                  5.1.12 Receipt of Purchased Stock.  Certificates  representing
the Purchased Stock shall have been  transferred to Purchaser in accordance with
the terms of this Agreement.

                  5.1.13  Receipt of Grant Deed.  The Sellers  shall present the
Purchaser with a Grant Deed, with all transfer stamps affixed thereon, conveying
the Real Property,  with all improvements  situated  thereon,  to the Purchaser,
free and clear of all liens  and  encumbrances  except  for  those  approved  by
Purchaser  referred to as Permitted  Exceptions in accordance  with the terms of
this Agreement.

                  5.1.14  No  Adverse  Change.  There  shall  have  occurred  no
material  adverse  change in the business or financial  condition of the Company
between June 30, 1999 and the Closing Date.

         5.2 Conditions to the  Obligations of the Sellers.  The  obligations of
the Sellers  hereunder to sell the Purchased  Stock to the Purchaser are subject
to the  fulfillment,  at or prior to the Closing,  of the  following  conditions
precedent  (any or all of which may be waived in whole or in part by the Sellers
in theirs sole discretion):

                  5.2.1   Representations   and   Warranties.    Each   of   the
representations and warranties made by Purchaser in this Agreement shall be true
and correct in all material respects as of the date of this Agreement and on and
as of the Closing Date as though each such  representation and warranty was made
on and as of the Closing Date.

                  5.2.2 Performance. Purchaser shall have performed and complied
with, in all material respects, each agreement, covenant and obligation required
by this  Agreement to be so performed or complied with by Purchaser at or before
the Closing.

                  5.2.3 Orders and Laws. There shall not be pending,  threatened
or in effect on the Closing  Date any Orders or Laws  restraining,  enjoining or
otherwise  prohibiting  or  making  illegal  the  consummation  of  any  of  the
transactions contemplated by this Agreement.

                  5.2.4  Regulatory   Consents  and  Approvals.   All  consents,
approvals  and  actions of,  filings  with and  notices to any  Governmental  or
Regulatory  Authority  necessary to permit  Purchaser and the Sellers to perform
their  obligations  under this  Agreement  and to  consummate  the  transactions
contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall
not be subject to the  satisfaction or any condition that has not been satisfied
or waived,  and (iii) shall be in full force and effect, and all terminations or
expirations  of  waiting  periods  imposed  by any  Governmental  or  Regulatory
Authority  necessary for the  consummation of the  transactions  contemplated by
this Agreement shall have occurred.

                  5.2.5 Officers'  Certificates.  Purchaser shall have delivered
to the  Sellers  a  certificate,  dated the  Closing  Date and  executed  by the
president or vice-president or other officer of Purchaser,  substantially in the
form and to the effect of Exhibit D hereto.

                  5.2.6 Opinion of Counsel.  The Sellers shall have received the
opinion of Brett A.  Hickman,  Esquire,  counsel of the  Purchaser in connection
with this Agreement,  dated the Closing Date,  substantially  in the form and to
the effect of Exhibit E hereto.

                                   ARTICLE VI

6        TERMINATION

         6.1 Termination Events. This Agreement may, by notice given prior to or
at the Closing, be terminated:

                  6.1.1  by  Purchaser  or  the  Sellers  for  their  respective
convenience;

                  6.1.2 by Purchaser  or by the Sellers if a material  breach of
any provision of this  Agreement has been  committed by the other party and such
breach has not been waived;

                  6.1.3 (i) by Purchaser if any of the conditions in Section 5.1
has not been  satisfied  as of the  Closing  Date or if  satisfaction  of such a
condition is or becomes  impossible (other than through the failure of Purchaser
to comply with its  obligations  under this  Agreement)  and  Purchaser  has not
waived such condition on or before the Closing Date, or (ii) by the Sellers,  if
any of the  conditions  in Section 5.2 has not been  satisfied as of the Closing
Date or if satisfaction of such a condition is or becomes impossible (other than
through the failure of the  Sellers to comply  with his  obligations  under this
Agreement)  and the  Sellers  has not  waived  such  condition  on or before the
Closing Date;

                  6.1.4    by mutual consent of Purchaser and the Sellers; or

                  6.1.5 by  Purchaser  or by the  Sellers if the Closing has not
occurred  (other than through the failure of any party seeking to terminate this
Agreement  to comply  fully with its  obligations  under this  Agreement)  on or
before October 26, 1999, or such later date as the parties may agree upon.

         6.2 Effect of  Termination.  Each party's  right of  termination  under
Section 6.1 is in addition to any other rights it may have under this  Agreement
or otherwise, and the exercise of a right of termination will not be an election
of  remedies.  If this  Agreement  is  terminated  pursuant to Section  6.1, all
further  obligations of the parties under this Agreement will terminate,  except
that the  obligations in this Section and in Sections 9.3, 9.4, 9.13 and Article
X will survive;  provided,  however,  that if this  Agreement is terminated by a
party  because of a breach of the Agreement by the other party or because one or
more  of the  conditions  to the  terminating  party's  obligations  under  this
Agreement is not  satisfied as a result of the other  party's  failure to comply
with its  obligations  under this Agreement,  the  terminating  party's right to
pursue all legal remedies  (including  specific  performance)  will survive such
termination unimpaired.

                                   ARTICLE VII

7        INDEMNIFICATION; TAX MATTERS

         7.1      Indemnification.

                  7.1.1 The Sellers will  indemnify  the Company,  the Purchaser
and their respective stockholders and the officers, directors, employees, agents
and  Affiliates  of each of them in respect  of, and hold each of them  harmless
from and against,  any and all Losses suffered,  incurred or sustained by any of
them or to which any of them becomes  subject,  resulting  from,  arising out of
relating to any  misrepresentation or breach of warranty or nonfulfillment of or
failure  to  perform  any  covenant  or  agreement  on the  part of the  Sellers
contained in this Agreement  (including,  without  limitation,  any  certificate
delivered in connection herewith or therewith).

                  7.1.2  Purchaser will indemnify the Sellers in respect of, and
hold them harmless from and against,  any and all Losses  suffered,  incurred or
sustained by him or to which he becomes subject,  resulting from, arising out of
or relating to any  misrepresentation or breach of warranty or nonfulfillment of
or  failure  to perform  any  covenant  or  agreement  on the part of  Purchaser
contained in this Agreement  (including,  without  limitation,  any  certificate
delivered in connection herewith or therewith).

         7.2 Method of Asserting Claims.  All claims for  indemnification by any
Indemnified Party under Section 7.1 will be asserted and resolved as follows:

                  7.2.1 In order for an Indemnified  Party to be entitled to any
indemnification  provided for under Section 7.1 in respect of, arising out of or
involving  a claim or demand  made by any Person  not a party to this  Agreement
against the Indemnified  Party (a "Third Party Claim"),  the  Indemnified  Party
shall deliver a Claim Notice to the Indemnifying Party promptly after receipt by
such  Indemnified  Party of written  notice of the Third Party Claim;  provided,
that  failure to give such  Claim  Notice  shall not affect the  indemnification
provided  hereunder except to the extent the Indemnifying  Party shall have been
actually prejudiced as a result of such failure.

                  7.2.2 If a Third  Party Claim is made  against an  Indemnified
Party,  the  Indemnifying  Party shall be entitled to participate in the defense
thereof  and,  if it so  chooses,  to assume the defense  thereof  with  counsel
selected  by  the   Indemnifying   Party,   which  counsel  must  be  reasonably
satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to
assume the defense of a Third Party Claim, the  Indemnifying  Party shall not be
liable to the Indemnified Party for legal expenses  subsequently incurred by the
Indemnified Party in connection with the defense thereof,  but shall continue to
pay for any expenses of investigation or any Loss suffered.  If the Indemnifying
Party  assumes  such  defense,  the  Indemnified  Party  shall have the right to
participate in the defense  thereof and to employ  counsel,  at its own expense,
separate  from  the  counsel  employed  by the  Indemnifying  Party.  If (i) the
Indemnifying  Party  shall not assume the  defense of a Third  Party  claim with
counsel  satisfactory to the Indemnified  Party within five Business Days of any
Claim  Notice,  or (ii) legal  counsel for the  Indemnified  Party  notifies the
Indemnifying  Party that  there are or may be legal  defenses  available  to the
Indemnifying  Party or to other Indemnified  Parties which are different from or
additional  to  those  available  to  the  Indemnified  Party,   which,  if  the
Indemnified Party and the Indemnifying  Party were to be represented by the same
counsel,  would  constitute a conflict of interest for such counsel or prejudice
prosecution of the defenses available to such Indemnified Party, or (iii) if the
Indemnifying  Party shall  assume the defense of a Third Party Claim and fail to
diligently prosecute such defense, then in each such case the Indemnified Party,
by notice to the Indemnifying  Party, may employ its own counsel and control the
defense of the Third Party Claim and the Indemnifying  Party shall be liable for
the  reasonable  fees,  charges  and  disbursements  of counsel  employed by the
Indemnified  Party, and the Indemnified  Party shall be promptly  reimbursed for
any such fees,  charges and  disbursements,  as and when  incurred.  Whether the
Indemnifying  Party or the  Indemnified  Party  control the defense of any Third
Party Claim,  the parties hereto shall  cooperate in the defense  thereof.  Such
cooperation  shall  include the  retention  and  provision to the counsel of the
controlling  party of records and information  which are reasonably  relevant to
such Third Party Claim, and making employees  available on a mutually convenient
basis to provide additional information and explanation or any material provided
hereunder. The Indemnifying Party shall have the right to settle,  compromise or
discharge a Third  Party  Claim  (other than any such Third Party Claim in which
criminal  conduct is alleged)  without the  Indemnified  Party's consent if such
settlement, compromise or discharge (i) constitutes a complete and unconditional
discharge and release of the Indemnified  Party, and (ii) provides for no relief
other than the payment of monetary damage and such monetary  damages are paid in
full by the Indemnifying Party.

                  7.2.3 In the event any  Indemnified  Party should have a claim
under Section 7.1 against any  Indemnifying  Party that does not involve a Third
Party Claim, the Indemnified Party shall promptly deliver an Indemnity Notice to
the  Indemnifying  Party.  The  failure  by any  Indemnified  Party  to give the
Indemnity  Notice shall not impair such party's rights  hereunder  except to the
extent  that an  Indemnifying  Party  demonstrates  that it has been  prejudiced
thereby.  If the Indemnifying  Party notifies the Indemnified Party that it does
not dispute the claim described in such Indemnity  Notice or fails to notify the
Indemnified  Party  within the Dispute  Period  whether the  Indemnifying  Party
disputes the claim  described in such Indemnity  Notice,  the Loss in the amount
specified in the Indemnity Notice will be conclusively deemed a liability of the
Indemnifying  Party under Section 7.1 and the  Indemnifying  Party shall pay the
amount of such Loss to the  Indemnified  Party on  demand.  If the  Indemnifying
Party has  timely  disputed  its  liability  with  respect  to such  claim,  the
Indemnifying  Party and the  Indemnified  Party  will  proceed  in good faith to
negotiate a resolution of such dispute, and if not resolved through negotiations
within thirty (30) days, such dispute shall be resolved as provided in Article X
hereof.

                  7.2.4  Any  payment  made  by the  Indemnifying  Party  to the
Indemnified  Party in respect to any Third  Party  Claim or other claim shall be
net of any insurance  proceeds  realized by and paid to the Indemnified Party in
respect to such  claims.  The  Indemnified  Party  shall make  insurance  claims
relating to any claim for which it is seeking  Indemnification  pursuant to this
Article VII. In computing the amount of indemnification  due to the Indemnifying
Party there shall be deducted therefrom an amount equal to the net actual income
tax savings,  if any,  demonstrably  resulting to the Indemnified Party from the
income tax  deduction or deferral,  if any, to the which the  Indemnified  Party
becomes entitled as a consequence of any loss, claim, damage,  liability,  cost,
expenses or deficiency giving rise to indemnification.

                  7.2.5 All claims for  indemnification  must be asserted within
eighteen (18) months of the Closing Date except for tax liability  under Section
7.3 which shall be made prior to the  termination  of the Statute of Limitations
for tax claims and for claims under sections 2.1, 2.2, 2.3 and 2.11 which may be
made at any time.

                  7.2.6  Notwithstanding  the  foregoing,  the maximum amount of
indemnification  collectively  payable by the Sellers  arising under Article VII
hereof in no event shall  exceed  three  hundred  thousand  dollars  ($300,000),
except for claims arising from fraud or intentional  misrepresentation where the
maximum amount of indemnification  shall be the Purchase Price for the Purchased
Shares. Moreover, the Purchaser shall not be entitled to receive indemnification
for any  matter  (except  for taxes  under  section  7.3)  unless  and until the
aggregate of the claims for such  indemnification  asserted  pursuant to Section
7.1 exceeds Fifty Thousand Dollars ($50,000), in such event the Sellers shall be
liable  for the entire  amount  asserted,  including  the first  Fifty  Thousand
Dollars ($50,000).

         7.3      Allocation of Tax Liability.

                  7.3.1 In the case of Taxes  with  respect to or payable by the
Company with  respect to a period that  includes but does not end on the Closing
Date,  the  allocation  of such Taxes  between  the  Pre-Closing  Period and the
Post-Closing  Period  shall be made on the basis of an  interim  closing  of the
books of the Company as of the close of business  on the  Closing  Date.  In the
case of (i)  franchise  Taxes based on  capitalization,  debt or shares of stock
authorized, issued or outstanding and (ii) ad valorem Taxes, in either situation
attributable to any taxable period that includes but does not end on the Closing
Date, the portion of such Taxes  attributable to the Pre-Closing Period shall be
the amount of such Taxes for the entire taxable period, multiplied by a fraction
the  numerator of which is the number of days in such taxable  period  ending on
and including the Closing Date and the denominator of which is the entire number
of days in such taxable period;  provided,  that if any Company Asset is sold or
otherwise  transferred  prior  to  the  Closing  Date,  then  ad  valorem  Taxes
pertaining to such property,  asset or other right shall be attributed  entirely
to the Pre-Closing Period.

                  7.3.2 Except to the extent a reserve for Taxes is reflected on
the Financial Statements, the Sellers shall be responsible for and pay and shall
indemnify  and hold  harmless  Purchaser and the Company with respect to (i) any
and all Taxes imposed on any of the Company,  or for which the Company is liable
with respect to any periods ending on or before the Closing Date; provided, that
in the case of any adjustment to any item of loss or expense for any such years,
which gives rise to  corresponding  and  offsetting  items of loss or expense in
subsequent  years the  benefit of which is or will be  actually  realized by the
Company (other than upon liquidation of the Company)  including by reason of any
increase in a net operating loss, the Sellers's  obligations shall be limited to
the  amount of  interest  (computed  at the  appropriate  statutory  rates)  and
penalties  actually paid to the appropriate taxing authorities by the Company as
a result of such timing  differences in the case of audit  adjustments,  or at a
rate of eight  percent  (8%) per  annum in the case of other  adjustments,  (ii)
without  duplication  (subject to the same proviso),  all Taxes arising out of a
breach of the  representations,  warranties or covenants contained herein, (iii)
any Tax liability  resulting  from any ongoing state audits that exceed,  in the
aggregate, any reserve therefore set forth on the Financial Statements, and (iv)
any reasonable out-of-pocket costs or expenses with respect to Taxes indemnified
hereunder.

                  7.3.3 From and after the Closing Date,  Purchaser  shall cause
the Company to prepare, or cause to be prepared,  and shall file, or cause to be
filed,  all reports and returns of the Company  required to be filed.  Purchaser
shall  cause the Company to pay the  appropriate  taxing  authorities  the Taxes
shown to be due and payable on all Tax  Returns of the  Company  filed after the
Closing Date, concurrent with the filing of such Tax Returns. Tax Returns of the
Company for a period ending on or before the Closing Date shall be prepared on a
basis  consistent with the Tax Returns filed by the Company for previous taxable
periods, subject to the requirements of applicable law.

         7.4      Tax Contests.

                  7.4.1 If any Taxing  Authority or other  Person  asserts a Tax
Claim,  then the party  hereto  first  receiving  notice of such Tax Claim shall
promptly provide written notice thereof to the other parties hereto. Such notice
shall  specify  in  reasonable  detail  the  basis  for such Tax Claim and shall
include a copy of any relevant correspondence received from the Taxing Authority
or other Person.

                  7.4.2  If,  within 30  calendar  days  after  any the  Sellers
receives or  delivers,  as the case may be,  notice of a Tax Claim,  the Sellers
provide to the Purchaser an Election  Notice,  then subject to the provisions of
this  Section 7.4, the Sellers  shall defend or  prosecute,  at their sole cost,
expense  and  risk,  such  Tax  Claim  by  all  appropriate  proceedings,  which
proceedings  shall  defended or prosecuted  diligently by the Sellers to a Final
Determination;  provided,  that the Sellers shall not, without the prior written
consent of the Company,  enter into any  compromise  or  settlement  of such Tax
Claim that would  result in any Tax  detriment  to the  Company.  So long as the
Sellers are defending or  prosecuting a Tax Claim,  with respect to the Company,
the Company shall provide or cause to be provided to the Sellers any information
reasonably  requested  by the  Sellers  relating  to such Tax  Claim,  and shall
otherwise cooperate with the Sellers and their  representatives in good faith in
order to  contest  effectively  such Tax Claim.  The  Sellers  shall  inform the
Company of all  developments  and events relating to such Tax Claim  (including,
without  limitation,  providing to the Company  copies of all written  materials
relating  to such Tax Claim) and the Company or its  authorized  representatives
shall  be  entitled,  at the  expense  of the  Company,  to  attend,  but not to
participate in or control, all conferences, meetings and proceedings relating to
such Tax Claim.

                  7.4.3 If, with respect to any Tax Claim,  the Sellers fails to
deliver an Election  Notice to the Company within the period provided in Section
7.4.2 or, after  delivery of such  Election  Notice to the Company,  the Sellers
fail diligently to defend or prosecute such Tax Claim to a Final  Determination,
then the  Company  shall  at any time  thereafter  have the  right  (but not the
obligation)  to defend or prosecute,  at the sole cost,  expense and risk of the
Sellers,  such Tax Claim. The Company shall have full control of such defense or
prosecution  and  such  proceedings,  including  any  settlement  or  compromise
thereof. If requested by the Company,  the Sellers shall cooperate in good faith
with  the  Company  and its  authorized  representatives  in  order  to  contest
effectively  such Tax Claim.  The Sellers may attend,  but not participate in or
control,  any defense,  prosecution,  settlement  or compromise of any Tax Claim
controlled by the Company  pursuant to this Section 7.4.3,  and shall bear their
own costs and expenses with respect  thereto.  In the case of any Tax Claim that
is defended or prosecuted  by the Company  pursuant to this Section  7.4.3,  the
Company shall,  from time to time, be entitled to receive current  payments from
the  Sellers  with  respect to costs and  expenses  incurred  by the  Company in
connection  with such defense or  prosecution  (including,  without  limitation,
reasonable  attorneys',   accountants'  and  experts'  fees  and  disbursements,
settlement costs, court costs and any other costs or expenses for investigating,
defending or prosecuting such Tax Claim, and any Taxes imposed on the Company as
a result of receiving a payment  from the Sellers  pursuant to this Section 7.4)
(collectively "Associated Costs").

                  7.4.4  In the  case  of any Tax  Claim  that  is  defended  or
prosecuted to a Final Determination by the Sellers pursuant to this Section 7.4,
the  Sellers  shall  pay to the  appropriate  Tax  Indemnitees,  in  immediately
available  funds,  the full amount of any Tax arising or resulting from such Tax
Claim within five Business Days after such Final  Determination.  In the case of
any Tax Claim that is defended or  prosecuted  to a Final  Determination  by the
Company  pursuant to the terms of this Section 7.4, the Sellers shall pay to the
appropriate Tax Indemnitee,  in immediately  available funds, the full amount of
any Tax arising or resulting  from such Tax Claim,  together with any Associated
Costs that have not theretofore been paid by the Sellers to the Company,  within
five Business Days after such Final Determination.  In the case of any Tax Claim
not  covered  by the two  preceding  sentences,  the  Sellers  shall  pay to the
Company,  in immediately  available funds, the full amount of any Tax arising or
resulting from such Tax Claim  (calculated  after taking into account any actual
reduction  in the current  liability  for Taxes of such Tax  Indemnitee  for Tax
arising out of or resulting from such payment or such Tax Claim),  together with
any Associated  Costs that have not theretofore  been paid by the Sellers to the
Company,  at least five Business Days before the date payment of such Tax is due
from any Tax Indemnitee.

                  7.4.5  Notwithstanding  anything contained in this Article VII
to the  contrary,  the rights of the Sellers under this Section 7.4 to defend or
prosecute,  or to control the defense or prosecution  of, any Tax Claim shall be
no greater than those rights that the Company would have to defend or prosecute,
or to control the defense or prosecution of, such Tax Claim.

         7.5  Cooperation  Regarding Tax Matters.  Each party hereto shall,  and
shall cause its  subsidiaries  and  Affiliates  to, provide to the other parties
hereto  and  the  Company  such  cooperation  and  information  as any  of  them
reasonably  may  request  related to the filing of any Tax  Return,  amended Tax
Return or claim for  refund,  determining  a  liability  for Taxes or a right to
refund of Taxes or in  conducting  any audit or other  proceeding  in respect of
Taxes.  Such cooperation and information  shall include  providing copies of all
relevant portions of relevant Tax Returns,  together with relevant  accompanying
schedules,  workpapers  and  relevant  documents  relating  to  rulings or other
determinations  by  Taxing  Authorities  and  relevant  records  concerning  the
ownership  and Tax basis of  property,  which any such party may  possess.  Each
party shall make its  employees  reasonably  available on a mutually  convenient
basis at its cost to provide  explanation  of any  documents or  information  so
provided.  Subject to the preceding  sentence,  each party  required to file Tax
Returns  pursuant  to this  Article  VII shall bear all costs of filing such Tax
Returns.

         7.6  Payment of  Transfer  Taxes and Fees.  The  Sellers  shall pay all
sales,  use,  transfer,  stamp,  documentary  or similar  Taxes  imposed upon or
arising out of or in connection with the transactions  effected pursuant to this
Agreement,  and shall indemnify,  defend,  and hold harmless the Purchaser,  the
Company and their  Affiliates with respect to such Taxes. The Sellers shall file
all  necessary  documentation  and Tax  Returns  with  respect to such Taxes and
provide to Purchaser copies of all such Tax Returns.

         7.7      Other Tax Covenants.

                  7.7.1 Without the prior written consent of Purchaser,  neither
the Sellers nor any  Affiliate  of any the Sellers  shall,  to the extent it may
affect or relate to the  Company,  make or change any tax  election,  change any
annual tax accounting period, adopt or change any method of tax accounting, file
any amended Tax Return, enter into any method of tax accounting,  enter into any
closing  agreement,  settle any Tax Claim,  assessment  or proposed  assessment,
surrender any right to claim a Tax refund, consent to any extension or waiver of
the limitation  period applicable to any Tax Claim or assessment or take or omit
to take any other action,  if any such action or omission  would have the effect
of increasing any post-closing Tax Liability of the Purchaser, of the Company or
any Affiliate of Purchaser.

                  7.7.2  Without  the  prior  written  consent  of the  Sellers,
neither  the  Purchaser  nor the Company  shall,  to the extent it may affect or
relate to the  Company,  make or change any tax  election,  file any amended Tax
Return,  enter into any closing Agreement,  settle any Tax claim,  assessment or
proposed assessment,  surrender any right to claim a Tax refund,  consent to any
extension  or waiver of the  limitation  period  applicable  to any Tax claim or
assessment  or take or omit to take any  other  action,  if any such  action  or
omission would affect a Pre-Closing  Tax Period,  unless  required by applicable
law.

                  7.7.3 So long as any books,  records and files retained by the
Sellers or and his  Affiliates  relating  to the  business of the Company or the
books,  records and files delivered to the control of the Purchaser  pursuant to
this  Agreement to the extent they relate to the operations of the Company prior
to the Closing Date,  remain in existence and are available,  each party (at its
own  expense)  shall  have the right upon  prior  notice to inspect  and to make
copies of the same at any time during business hours for any proper purpose. The
Purchaser and the Sellers and their  respective  Affiliates shall use reasonable
efforts not to destroy or allow the  destruction of any such books,  records and
files without first providing 60 days= written notice of intention to destroy to
the other, and allowing such other party to take possession of such records.

         7.8  Conflict.  In the event of a conflict  between the  provisions  of
Sections  7.3 through 7.7 of this  Article VII and any other  provision  of this
Agreement, such provisions of this Article VII shall control.

                                  ARTICLE VIII

8        DEFINITIONS

         8.1 Definitions. As used in this Agreement, the following defined terms
shall have the meanings indicated below:

                  "Actions or Proceedings" means any action,  suit,  proceeding,
arbitration or Governmental or Regulatory Authority investigation or audit.

                  "Affiliate"  means,  as applied to any  Person,  (a) any other
Person directly or indirectly owning,  owned by,  controlling,  controlled by or
under common  control with,  that Person,  (b) any director,  partner,  officer,
agent, employee or relative of such Person. For the purposes of this definition,
"control"  (including  with  correlative  meanings,   the  terms  "controlling",
"controlled  by",  and "under  common  control  with") as applied to any Person,
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of that Person.

                  "Agreement"  means this Purchase  Agreement,  the Exhibits and
the Disclosure Schedule and the certificates  delivered in connection  herewith,
as the  same may be  amended  from  time to time in  accordance  with the  terms
hereof.

                  "Assets"  of any Person  means all assets  and  properties  of
every kind, nature,  character and description,  including,  but not limited to,
the Real Property,  goodwill and other tangibles,  operated,  owned or leased by
such Person,  including  cash and cash  equivalents,  investments,  accounts and
notes receivable, chattel paper, documents, instruments, real estate, equipment,
inventory, goods and intellectual property.

                  "Associated  Costs" has the meaning  ascribed to it in Section
7.4.3.

                  "Benefit Plan" means any Plan, existing at the Closing Date or
prior thereto,  established or to which contributions have at any time been made
by the Company or under which any employee,  former  employee or director of the
Company or any beneficiary  thereof is covered,  is eligible for coverage or has
benefit rights.

                  "Books and Records" means all files,  documents,  instruments,
papers,  books  and  records  relating  to  the  Company,   including  financial
statements,  Tax Returns and related work papers and letters  from  accountants,
budgets, pricing guidelines,  ledgers,  journals,  deeds, title policies, minute
books,  stock  certificates  and  books,  stock  transfer  ledgers,   Contracts,
Licenses,  customer  lists,  computer  files and programs,  retrieval  programs,
operating data and plans and environmental studies and plans.

                  "Claim Notice" means written notification  pursuant to Section
7.2.1 of a Third Party Claim as to which  indemnity  under Section 7.1 is sought
by an Indemnified Party.

                  "Closing" and "Closing Date" have the meaning ascribed to them
in Section 1.3.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
and the rules and regulations promulgated thereunder.

                  "Company" has the meaning  ascribed to it in the first recital
of this Agreement (and shall include all  predecessors  and  subsidiaries of the
Company).

                  "Contract"   means   any   agreement,   lease,   evidence   of
indebtedness, mortgage, indenture, security agreement or other contract (whether
written or oral).

                  "Disclosure   Schedule"  means  the  schedules   delivered  to
Purchaser  by or on behalf of the Company  and the  Sellers,  and the  schedules
delivered  by or on behalf of  Purchaser,  containing  all lists,  descriptions,
exceptions  and other  information  and materials as are required to be included
therein pursuant to this Agreement.

                  "Dispute  Period" means the period ending thirty (30) calendar
days following  receipt by an Indemnifying  Party of either a Claim Notice or an
Indemnity Notice.

                  "Election  Notice"  means a  written  notice  provided  by the
Sellers in respect of a Tax Claim to the effect that (i) the Sellers acknowledge
their indemnity  obligation  under this Agreement with respect to such Tax Claim
and (ii) the Sellers elect to contest, and to control the defense or prosecution
of, such Tax Claim at their sole risk and sole cost and expense.

                  "Environment"  means  all  air,  surface  water,  groundwater,
drinking water supply,  stream sediments,  or land, including soil, land surface
or subsurface  strata,  all fish,  wildlife,  biota and all other  environmental
medium or natural resources.

                  "Environmental, Health and Safety Liabilities" means any cost,
damages, expense, liability, obligation, or other responsibility arising from or
under  any   Environmental  Law  and  consisting  of  or  relating  to  (i)  any
environmental,  health or safety  matters or  conditions  (including  on-site or
off-site  contamination,  occupational  safety and  health,  and  regulation  of
chemical  substances or products);  (ii) fines,  penalties,  judgments,  awards,
settlements,  legal or  administrative  proceedings,  damages,  losses,  claims,
demands and response, investigative,  remedial, or inspection costs and expenses
arising  under   Environmental   Law;  (iii)  financial   responsibility   under
Environmental  Law for  clean-up  costs  or  corrective  action,  including  any
investigation,  clean-up, removal, containment, or other remediation or response
actions  required by  Environmental  Law (whether or not such  clean-up has been
required or requested by any governmental  body or any other Person) and for any
natural   resource   damages;   or  (iv)  any  other   compliance,   corrective,
investigative,  or remedial measures required under Environmental Law. The terms
"removal,"  "remedial,"  and "response  action"  include the types of activities
covered by the United States Comprehensive Environmental Response, Compensation,
and Liability Act, 42 U.S.C. Section 9601 et seq., as amended (CERCLA).

                  "Environmental  Law"  means  all  federal,  state,  local  and
foreign  environmental,  health and safety  laws,  common law  orders,  decrees,
judgments,  codes  and  ordinances  and all rules  and  regulations  promulgated
thereunder,  civil or criminal,  including, without limitation, Laws relating to
emissions,  discharges,  releases or threatened releases of Hazardous Materials,
pollutants,   contaminants,   chemicals,  or  industrial,   toxic  or  hazardous
substances  or  wastes  into  the  Environment  or  otherwise  relating  to  the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  Hazardous  Materials,   pollutants,   contaminants,
chemicals, or industrial, solid, toxic or hazardous substances or wastes.

                  "Environmental  Permit"  means  any  federal,   state,  local,
provincial, or foreign permits, licenses,  approvals,  consent or authorizations
required by any Governmental or Regulatory Authority under or in connection with
any Environmental Law and includes any and all orders, consent orders or binding
agreements  issued or entered into by a  Governmental  or  Regulatory  Authority
under any applicable Environmental Law.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended, and the rules and regulations promulgated thereunder.

                  "Facilities"  means any real  property,  leaseholds,  or other
interests  currently  or  formerly  owned or  operated  by the  Company  and any
buildings,  plants, structures or equipment (including motor vehicles, tank cars
and rolling stock) currently or formerly owned or operated by the Company.

                  "Final Determination" means (i) a decision,  judgment,  decree
or other Order by any court of competent jurisdiction, which decision, judgment,
decree or other  Order has become  final after all  allowable  appeals by either
party to the action have been  exhausted or the time for filing such appeals has
expired, (ii) a closing agreement entered into under Section 7121 of the Code or
any other settlement agreement entered into in connection with an administrative
or judicial  proceeding,  (iii) the expiration of the time for instituting  suit
with  respect to a claimed  deficiency  or (iv) the  expiration  of the time for
instituting a claim for refund,  or if such a claim was filed, the expiration of
the time for instituting suit with respect thereto.

                  "Financial  Statements"  has  the  meaning  ascribed  to it in
Section 2.8.

                  "GAAP" means generally accepted  accounting  principles of the
United States, consistently applied.

                  "Governmental  or  Regulatory   Authority"  means  any  court,
tribunal,   arbitrator,   authority,  agency,  commission,   official  or  other
instrumentality  of the United  States,  any foreign  country or any domestic or
foreign state, county, city or other political subdivision.

                  "Hazardous  Activity"  means  the  distribution,   generation,
handling,  importing,   management,   manufacturing,   processing,   production,
refinement,  Release,  storage,  transfer,  transportation,  treatment,  or  use
(including any withdrawal or other use of  groundwater)  of Hazardous  Materials
in, on,  under,  about,  or from the  Facilities  or any part  thereof  into the
Environment, and any other act, business, operation, or thing that increases the
danger,  or risk of danger,  or poses an unreasonable risk of harm to persons or
property  on or off  the  Facilities,  or  that  may  affect  the  value  of the
Facilities or the Company.

                  "Hazardous  Material"  means (i) any  petroleum  or  petroleum
products,  radioactive  materials,  asbestos in any form that is or could become
friable,  urea  formaldehyde foam insulation and transformers or other equipment
that contain  dielectric fluid containing  levels of  polychlorinated  biphenyls
(PCBs);  (ii) any  chemicals,  materials,  substances or wastes which are now or
hereafter  become  defined  as or  included  in  the  definition  of  "hazardous
substances,"  "hazardous wastes," "hazardous  materials,"  "extremely  hazardous
wastes,"  "restricted  hazardous wastes," "toxic substances," "toxic pollutants"
or words of similar  import,  under any  Environmental  Law; and (iii) any other
chemical,  material,  substance or waste,  exposure to which is now or hereafter
prohibited, limited or regulated by any Governmental or Regulatory Authority.

                  "Indebtedness"  of any Person  means all  obligations  of such
Person (i) for borrowed  money,  (ii) evidenced by notes,  bonds,  debentures or
similar instruments,  (iii) for the deferred purchase price of goods or services
(other  than trade  payables  or accruals  incurred  in the  ordinary  course of
business),  (iv) under capital leases, (v) long term debt and (vi) in the nature
of guarantees of the  obligations  described in clauses (i) through (v) above of
any other Person.

                  "Indemnified Party" means any Person claiming  indemnification
under any provision of Article VII.

                  "Indemnifying Party" means any Person against whom a claim for
indemnification is being asserted under any provision of Article VII.

                  "Indemnity  Notice"  means  written  notification  pursuant to
Section  7.2.3 of a claim for  indemnity  under  Article  VII by an  Indemnified
Party,  specifying  the nature of and basis for such  claim,  together  with the
amount  or,  if  not  then  reasonably  ascertainable,   the  estimated  amount,
determined in good faith, of such claim.

                  "Laws"   means  all  laws,   statutes,   rules,   regulations,
ordinances  and other  pronouncements  having  the  effect of law of the  United
States,  any foreign country or any domestic or foreign state,  county,  city or
other political subdivision or of any Governmental or Regulatory Authority.

                  "Leased  Real  Property"  has the  meaning  ascribed  to it in
Section 2.15.

                  "Liabilities"  means all  Indebtedness,  obligations and other
liabilities (or contingencies that have not yet become  liabilities) of a Person
(whether absolute, accrued, contingent (or based upon any contingency), known or
unknown, fixed or otherwise, or whether due or to become due).

                  "Licenses"  means  all  licenses,  permits,   certificates  of
authority,  authorizations,  approvals,  registrations,  franchises  and similar
consents granted or issued by any Governmental or Regulatory Authority.

                  "Liens"  means  any  mortgage,  pledge,  assessment,  security
interest,  lease,  lien, adverse claim, levy, charge or other encumbrance of any
kind,  or any  conditional  sale  Contract,  title  retention  Contract or other
Contract to give any of the foregoing.

                  "Loss"  means any and all  damages,  fines,  fees,  penalties,
deficiencies,  losses and  expenses,  including  without  limitation,  interest,
reasonable expenses of investigation,  court costs, reasonable fees and expenses
of attorneys,  accountants  and other experts or other expenses of litigation or
other proceedings or of any claim, default or assessment (such fees and expenses
to  include  all fees and  expenses,  such as fees and  expenses  of  attorneys,
incurred in connection with (i) the  investigation or defense of any Third Party
Claims or (ii)  asserting or disputing any rights under this  Agreement  against
any party hereto or otherwise).

                  "Option" with respect to any Person means any security, right,
subscription,  warrant,  option,  "phantom"  stock right or other  Contract that
gives the right to (i) purchase or otherwise  receive or be issued any shares of
capital  stock or other  equity  interests of such Person or any security of any
kind  convertible  into or exchangeable or exercisable for any shares of capital
stock or other equity interests of such Person,  or (ii) receive any benefits or
rights  similar  to those  enjoyed  by or  accruing  to the  holder of shares of
capital  stock or other  equity  interests  of such  Person,  including  without
limitation,  any rights to  participate  in the  equity,  income or  election of
directors or officers of such Person.

                  "Order"  means  any  writ,  judgment,  decree,  injunction  or
similar order of any  Governmental  or  Regulatory  Authority (in each such case
whether preliminary or final).

                  "Owned  Real  Property"  has  the  meaning  ascribed  to it in
Section 2.15.

                  "Person"  means  any  natural  person,  corporation,   general
partnership,  limited  partnership,  limited  liability  company or partnership,
proprietorship,  other  business  organization,  trust,  union,  association  or
Governmental or Regulatory Authority.

                  "Plan" means any bonus, compensation, pension, profit sharing,
retirement,  stock purchase or cafeteria,  life, health,  accident,  disability,
workmen's  compensation  or  other  insurance,  severance,  separation  or other
employee  benefit plan,  practice,  policy or arrangement  of any kind,  whether
written or oral, or whether for the benefit of a single  individual or more than
one individual including, but not limited to, any "employee benefit plan" within
the meaning of Section 3(3) of ERISA.

                  "Post-Closing  Period"  means any  taxable  period or  portion
thereof  beginning  after the Closing  Date.  If a taxable  period  begins on or
before the Closing Date and ends after the Closing Date, then the portion of the
taxable  period  that  begins  on the  day  following  the  Closing  Date  shall
constitute a Post-Closing Period.

                  "Pre-Closing  Period"  means any  taxable  period  or  portion
thereof that is not a Post-Closing Period.

                  "Purchase  Price" has the  meaning  ascribed  to it in Section
1.2.

                  "Purchased  Stock" has the meaning ascribed to it on the first
page of this Agreement.

                  "Purchaser"  has  the  meaning  ascribed  to it in  the  first
paragraph of this Agreement.

                  "Property" has the meaning ascribed to it in Section 2.15.

                  "Real  Property  Leases"  has the  meaning  ascribed  to it in
Section 2.15.

                  "Release"  means  any  spilling,  leaking,  pumping,  pouring,
emitting,  emptying,  discharging,  injecting,  escaping,  leaching, dumping, or
disposing of a Hazardous Material into the Environment.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

                  "Seller" and the "Sellers"  have the meaning  ascribed to them
on the first page of this Agreement.

                  "Subsidiary"   means  any  Person  in  which  another  Person,
directly or indirectly through  Subsidiaries or otherwise,  beneficially owns at
least  fifty  percent  (50%) of either  the  equity  interest  in, or the voting
control of, such Person,  whether or not existing on the date hereof. Unless the
context  otherwise  requires  a  different   interpretation,   references  to  a
"Subsidiary" mean a Subsidiary of the Company.

                  "Tax" or "Taxes"  means all federal,  state,  local or foreign
net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value
added,  franchise,   withholding,   payroll,   employment,   excise,   property,
alternative  or  add-on  minimum,  environmental  or other  taxes,  assessments,
duties,  fees,  levies or other  governmental  charges of any  nature  whatever,
whether disputed or not, together with any interest, penalties, additions to tax
or additional amounts with respect thereto.

                  "Tax  Claim"  means any  written  claim with  respect to Taxes
attributable to a Pre-Closing  Period made by any Taxing Authority or any Person
that,  if  pursued  successfully,  could  serve  as the  basis  for a claim  for
indemnification,  under this  Agreement,  of  Purchaser,  the  Company and other
Indemnified Parties specified in Section 7.1 of this Agreement.

                  "Tax  Indemnitee"  means the Company,  the Purchaser and their
respective stockholders,  officers, directors,  employees, agents and Affiliates
of each of them (other than the Sellers).

                  "Tax  Returns"  means  any  returns,   reports  or  statements
(including  any  information  returns)  required  to be filed for  purposes of a
particular Tax.

                  "Taxing  Authority"  means  any  governmental  agency,  board,
bureau,  body,  department or authority of any United States  federal,  state or
local jurisdiction or any foreign jurisdiction, having or purporting to exercise
jurisdiction with respect to any Tax.

                  "Third Party Claim" has the meaning  ascribed to it in Section
7.2.

         8.2      Interpretation of Agreement.

                  8.2.1 Unless the context of this Agreement otherwise requires,
(i) words of any gender include each other gender; (ii) words using the singular
or plural number also include the plural or singular number, respectively; (iii)
the terms "hereof,"  "herein," "hereby" and derivative or similar words refer to
this  entire  Agreement;  (iv) the terms  "Article"  or  "Section"  refer to the
specified  Article or Section of this Agreement;  (v) the word  "including" does
not imply any limitation to the item or matter  mentioned;  and (vi) the phrases
"ordinary course of business" and "ordinary  course of business  consistent with
past practice" refer to the business and practice of the Company. All accounting
terms used herein and not expressly defined herein shall have the meanings given
to them under GAAP.

                  8.2.2 When used herein,  the phrase "to the  knowledge of" any
Person,  "to the best knowledge of" any Person or any similar phrase,  means the
actual  knowledge of such Person or the actual  knowledge of Mr. Gerald Steward,
General  Manager of the Company  and/or Mr. Frank  Maggio,  Plant Manager of the
Company.

                                   ARTICLE IX

9        MISCELLANEOUS

         9.1 Notices. All notices,  requests and other communications  hereunder
must be in writing and will be deemed to have been duly given only if  delivered
personally  or mailed by prepaid  first class  certified  mail,  return  receipt
requested,  or  sent  by  prepaid  courier,  to the  parties  at  the  following
addresses:

If to Purchaser, to:

ISG Resources, Inc.
136 East South Temple, Suite 1300
Salt Lake City, UT 84111
Attn.:  Sr. Vice President and General Counsel

If to the Sellers, to:

Mary E. Dentis                      Copy To: Thomas G. Ferruzzo, Esq.
#1 Sea Cove Lane                             Ferruzzo & Ferruzzo
Newport Beach, CA  92660                     2114 North Broadway
                                             Santa Ana, CA  92607

Judith O. Garcia                    Copy To: Edward L. Miller, Esq.
8440 La Bajada                               Brewley, Lassleben & Miller, LLP
Whittier, CA  90605                          13215 East Penn Street
                                             Suite 510, Whittier Square
                                             Whittier, CA  90602

All such  notices,  requests  and  other  communications  will (i) if  delivered
personally  to the  address as provided in this  Section,  be deemed  given upon
delivery, (ii) if delivered by mail in the manner described above to the address
as provided in this Section,  be deemed given upon receipt and (iv) if delivered
by courier to the address as provided  for in this  Section,  be deemed given on
the earlier of the second  Business Day  following the date sent by such courier
or upon  receipt.  Any party from time to time may  change its  address or other
information for the purpose of notices to that party by giving notice specifying
such change to the other party hereto.

         9.2 Entire Agreement.  This Agreement  supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof and
thereof and contains the sole and entire  agreement  between the parties  hereto
with respect to the subject matter hereof and thereof.

         9.3 Expenses.  Except as otherwise expressly provided in this Agreement
(including  without  limitation as provided in Article VII), each party will pay
its own costs and expenses  incurred in connection with this Agreement,  and the
transactions contemplated hereby and thereby; provided, the Sellers will pay all
expenses  relating hereto of the Company incurred in respect of the period prior
to the Closing.

         9.4  Confidentiality.  Purchaser  and the  Sellers  will hold in strict
confidence  from any Person (other than its Affiliates or  representatives)  all
documents  and  information  concerning  the  other  party  hereto or any of its
Affiliates furnished to it by or on behalf of the other party in connection with
this Agreement or the transactions contemplated hereby, except to the extent the
disclosing  party can  demonstrate  that such documents or  information  was (a)
previously  known by the party receiving such documents or  information,  (b) in
the public domain  (either prior to or after the furnishing of such documents or
information  hereunder)  through no fault of such  receiving  party or (c) later
acquired by the receiving  party from another  source if the receiving  party is
not aware that such source is under an  obligation  to another  party  hereto to
keep  such   documents   and   information   confidential.   Such   covenant  of
confidentiality will remain in effect unless a party is compelled to disclose by
judicial or administrative  process  (including in connection with obtaining the
necessary  approvals of this Agreement and the transactions  contemplated hereby
of Governmental or Regulatory Authorities) or by other requirements of Law.

         9.5  Set-Off.  If from time to time and at any time any party  shall be
entitled (as either agreed upon by the parties or finally adjudicated in a court
of competent jurisdiction) to be paid any amount under the provisions of Section
7.1,  such party  shall be  entitled,  if it so elects,  to set off such  amount
against any amounts owing to the other party.

         9.6 Further Assurances;  Post-Closing Cooperation.  At any time or from
time to time after the Closing,  the  Purchaser or the Sellers shall execute and
deliver to the other party such other  documents and  instruments,  provide such
materials  and  information  and take such other  actions as the other party may
reasonably   request  to  consummate  the  transactions   contemplated  by  this
Agreement.

         9.7 Waiver.  Any term or condition of this  Agreement  may be waived at
any time by the party  that is  entitled  to the  benefit  thereof,  but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party  waiving such term or  condition.  No waiver by any
party of any term or condition of this Agreement,  in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by Law or otherwise  afforded,  will be  cumulative  and not
alternative.

         9.8 Amendment. This Agreement may be amended,  supplemented or modified
only by a written  instrument  duly  executed  by or on  behalf  of the  parties
hereto.

         9.9 No Third  Party  Beneficiary.  The  terms  and  provisions  of this
Agreement  are  intended  solely for the benefit of each party  hereto and their
respective  successors or permitted assigns,  and it is not the intention of the
parties to confer  third-party  beneficiary  rights, and this Agreement does not
confer any such rights,  upon any other Person other than any Person entitled to
indemnity under Article VII.

         9.10 No  Assignment;  Binding  Effect.  Neither this  Agreement nor any
right,  interest or obligation hereunder may be assigned (by operation of law or
otherwise)  by either  party  without  the prior  written  consent  of the other
party(ies)  and any  attempt  to do so will be void.  Subject  to the  preceding
sentence,  this  Agreement  is  binding  upon,  inures to the  benefit of and is
enforceable by the parties hereto and their respective successors and assigns.

         9.11  Headings.  The headings used in this Agreement have been inserted
for  convenience  of  reference  only and do not define or limit the  provisions
hereof.

         9.12 Invalid Provisions.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future Law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (a) such  provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part hereof,  (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal,  invalid or  unenforceable  provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision,  there  will be added  automatically  as a part of this  Agreement  a
legal,  valid and  enforceable  provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be possible.

         9.13 Governing  Law. This Agreement  shall be governed by and construed
in accordance with the domestic laws of the State of California,  without giving
effect to any  choice of law or  conflict  of law  provision  or rule that would
cause the  application of the laws of any  jurisdiction  other than the State of
California.

         9.14 Limited Recourse.  Regardless of anything in this Agreement to the
contrary,  (i)  obligations  and  liabilities  of Purchaser  hereunder  shall be
without  recourse to any  stockholder of Purchaser or any of such  stockholder's
Affiliates, directors, employees, officers or agents and shall be limited to the
assets of such party and (ii) the  stockholders  of Purchaser  have made no (and
shall not be deemed to have made any)  representations,  warranties or covenants
(express or implied)  under or in  connection  with this  Agreement or any other
Operative Agreement.

         9.15  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same instrument.

         9.16  Disclosure  Schedule.  The Disclosure in the Disclosure  Schedule
must  relate  to  the  representations  and  warranties  in the  Section  of the
Agreement to which they expressly relate except to the extent that the relevance
to such other  representations  and  warranties  is  manifest on the face of the
Disclosure Schedule.

                                    ARTICLE X

10       MEDIATION

         In the event there is a dispute under this  Agreement,  the disagreeing
parties  shall meet with one another  and  diligently  attempt to resolve  their
disagreements. If they are unable to do so, then upon request of either party to
the dispute made within  twenty (20) days of the failure of  negotiations,  they
will mediate the dispute,  utilizing an impartial mediator pursuant to the rules
of  the  American  Arbitration   Association  ("AAA")  or  any  other  reputable
organization that sponsors  mediation.  If, after thirty (30) days the mediation
is not  successful,  or if no mediation has been elected,  then any party to the
dispute  may file a legal  action  in any  court of  competent  jurisdiction  to
resolve the dispute.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth on the first page hereof.

                                    PURCHASER

                                    ISG RESOURCES, INC.



                                     ____________________
                                     By:_________________
                                     Its:________________

                                     SELLERS

                    MARY  E.  DENTIS,  AS  TRUSTEE  OF  THE  MARY  ELLEN  DENTIS
                    REVOCABLE INTERVIVOS TRUST, u/d/t OCTOBER 19, 1990



                                 _______________
                                 Mary E. Dentis

                    As  Trustee of the Mary Ellen  Dentis  Revocable  Intervivos
                    Trust, u/d/t October 19, 1990

                                 JUDITH O. GARCIA,
                                 AS TRUSTEE OF THE OSBORNE TRUST



                                 ____________________
                                 Judith O. Garcia
                                 As Trustee of the Osborne Trust


<PAGE>



                                    Exhibit A
                          Description of Real Property
                                  See attached.



<PAGE>

                                    Exhibit B
                              Sellers' Certificate

                                   Exhibit B-1
                         Sellers' Officers' Certificate

         I, the undersigned,  the President of Lewis W. Osborne, Inc. and United
Terrazzo  Supply  Co.,  Inc.  (collectively  the  "Company"),   both  California
corporations,, do hereby certify that:

         1. This Certificate is being delivered at the Closing today pursuant to
Section 5.1.7 of the Purchase Agreement dated October 26, 1999 (the "Agreement")
between  Mary  Ellen  Dentis,  as Trustee  of the Mary  Ellen  Dentis  Revocable
Intervivos  Trust,  u/d/t October 19, 1990, and Judith O. Garcia,  as Trustee of
the Osborne Trust (the  "Sellers") and ISG Resources,  Inc., a Utah  corporation
("Buyer").  Unless otherwise  indicated  herein,  capitalized terms used in this
Certificate shall have the same meanings given to them in the Agreement.

         2.  Attached  hereto as Exhibit B-1-a is a correct and complete copy of
the Articles of Incorporation of the Company, as in effect on the date hereof.

         3.  Attached  hereto as Exhibit B-1-b is a correct and complete copy of
the By-Laws of the Company, as in effect on the date hereof.

         4.  Attached  hereto as Exhibit B-1-c is a correct and complete copy of
the  Certificates  of Good  Standing  of the  Company,  as in effect on the date
hereof.

         5. Attached  hereto as Exhibit B-1-d is a schedule of persons that have
been duly  elected (or  appointed)  or  qualified,  and/or  that have acted,  as
officers of the Company (to and  including  the date  hereof),  each holding the
respective  offices set forth opposite their names; and the signatures set forth
on  Exhibit  B-1-d  opposite  their  names are the  genuine  signatures  of such
officers executing the Agreement and any other agreements or documents on behalf
of the Company in connection with the Closing under the Agreement.

         6. Each of the  representations  and warranties  made by the Sellers in
the  Agreement  are true and correct in all material  respects as of the date of
the Agreement, and there has occurred no material adverse change in the business
or  financial  condition  of the Company  between  June 30, 1999 and the Closing
Date.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
as of October 26, 1999.

                  _____________________________
                  By: Mary E. Dentis, President
                  Lewis W. Osborne, Inc. and United Terrazzo Supply Co., Inc.


<PAGE>

                                  EXHIBIT B-1-d

Name                                Title                      Signature

Mary E. Dentis                      President,                 ____________
                                    CFO and Director

Judith O. Garcia                    Vice President             ____________
                                    and Director

Kathleen Dentis Roman               Secretary                  ____________
                                    and Director


<PAGE>



                                    Exhibit B

                              Sellers' Certificate

                                   Exhibit B-2
                      Chief Financial Officer's Certificate

         I, the  undersigned,  the Chief Financial  Officer of Lewis W. Osborne,
Inc. and United Terrazzo  Supply Co., Inc.  (collectively  the "Company"),  both
California corporations, do hereby certify that:

1. This  Certificate is being delivered at the Closing today pursuant to Section
5.1.7 of the Purchase Agreement dated October 26, 1999 (the "Agreement") between
Mary Ellen  Dentis,  as Trustee of the Mary Ellen  Dentis  Revocable  Intervivos
Trust,  u/d/t  October 19, 1990 and Judith O. Garcia,  as Trustee of the Osborne
Trust (the  "Sellers") and ISG Resources,  Inc., a Utah  corporation  ("Buyer").
Unless otherwise  indicated  herein,  capitalized terms used in this Certificate
shall have the same meanings given to them in the Agreement.

2. I am familiar with the Company's finances and capitalization.

3. The Company has provided  the  Purchaser  with the  Financial  Statements  as
provided in the Agreement.

4. The Financial Statements accurately present the Company's financial condition
and the results of operations,  changes in stockholders' equity and cash flow of
the  Company  as of  and  through  the  respective  dates  and  periods  therein
delineated, and the results of the Company's operations and changes in financial
position for the periods then ended,  and have been prepared in accordance  with
GAAP, applied on a consistent basis.

5. As of the Closing Date, no material adverse change in the financial condition
or operations of the Company will have occurred from that shown on the Financial
Statements.

6. The authorized capital structure of Lewis W. Osborne, Inc. consists of 25,000
shares  of  voting  common  stock  with a par  value of $1.00 per share of which
12,296 shares are issued and outstanding.  Mary Ellen Dentis,  as Trustee of the
Mary Ellen Dentis Revocable  Intervivos Trust, u/d/t October 19, 1990 owns 6,764
shares of Lewis W.  Osborne,  Inc. and Judith O. Garcia,  Trustee of the Osborne
Trust  owns  5,532  shares of Lewis W.  Osborne,  Inc.  The  authorized  capital
structure of United Terrazzo  Supply Co., Inc.  consists of 800 shares of voting
common  stock  with a par value of $250 per share of which 16 shares  are issued
and  outstanding.  Mary  Ellen  Dentis,  as  Trustee  of the Mary  Ellen  Dentis
Revocable  Intervivos  Trust,  u/d/t  October  19,  1990 owns 8 shares of United
Terrazzo  Supply Co.,  Inc. and Judith O. Garcia,  Trustee of the Osborne  Trust
owns 8 shares of United Terrazzo Supply Co., Inc.

7.  There  are  no  outstanding   options,   warrants,   calls,   subscriptions,
commitments, agreements or other rights to purchase or dispose of Company common
stock or other  securities  which are, or may at any time be,  convertible  into
stock or other securities in the Company.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
as of October 26, 1999.

                  _________________________
                  By: Mary E. Dentis, CFO
                  Lewis W. Osborne, Inc. and United Terrazzo Supply Co., Inc.

<PAGE>

                                    Exhibit C

                           Sellers' Counsel's Opinion

                          Opinion of Counsel to Sellers
                        On Ferruzzo & Ferruzzo Leterhead

                                 March 27, 2000


Brett A. Hickman, Esq.
Sr. Vice President and General Counsel
ISG Resources, Inc.
136 East South Temple, Suite 1300
Salt Lake City, Utah  84111

         Re: The  Purchase of the Capital  Stock of Lewis W.  Osborne,  Inc. and
         United Terrazzo Supply, Inc. by ISG Resources, Inc.

Dear Mr. Hickman:

We have  acted as counsel  to Mary  Ellen  Dentis,  as Trustee of the Mary Ellen
Dentis Revocable Intervivos Trust, u/d/t October 19, 1990 (sometimes referred to
herein as "Seller"),  Lewis W. Osborne,  Inc., and United  Terrazzo  Supply Co.,
Inc., both California  corporations,  in connection with the Purchase  Agreement
dated October 26, 1999 (the "Agreement")  between the Seller,  Judith O. Garcia,
as Trustee of the Osborne  Trust,  and ISG Resources,  Inc., a Utah  corporation
("Buyer").  This is the opinion  contemplated by Section 5.1.9 of the Agreement.
All  capitalized  terms  used  in  this  opinion  without  definition  have  the
respective  meanings  given to them in the  Agreement or the Accord  referred to
below.

This Opinion Letter is governed by, and shall be interpreted in accordance with,
the Legal  Opinion  Accord (the  "Accord")  of the ABA  Section of Business  Law
(1991).  As a  consequence,  it  is  subject  to  a  number  of  qualifications,
exceptions,  definitions,  limitations on coverage and other limitations, all as
more  particularly  described in the Accord;  and this Opinion  Letter should be
read in conjunction therewith.  The law covered by the opinions expressed herein
is limited to the  Federal  Law of the United  Sates and the Law of the State of
California.

We note that various  issues  concerning  the Osborne Trust are addressed in the
opinion  of Edward L.  Miller,  Esq.,  of the Law Firm of  Bewley,  Lassleben  &
Miller,  LLP,  attached hereto,  and we express no opinion with respect to those
matters.

The  opinions   hereafter   expressed  are  subject  to  the  following  further
qualifications and exceptions:

1.   Stock  Certificate  Nos. 5 and 7 of United  Terrazzo  Supply Co., Inc. were
     issued to A. Corradini and Sons.  Stock  Certificate  No. 5 was redeemed by
     the Corporation on November 1, 1964. Stock  Certificate No. 7 was issued on
     October 26, 1962, and also redeemed by the Corporation on November 1, 1964.
     We are unable to trace any  authorized  issue  beyond the initial 12 shares
     and,  therefore,  offer no opinion  relating to the  issuance of the shares
     reflected by Stock Certificate Nos. 5 and 7.

2.   Shares issued to John A. Harris are reflected by Certificate  Nos. 6 and 8.
     The original  certificates  are in the stock book but are not endorsed back
     over to the  Corporation.  As such,  we offer no opinion as to the owner of
     those shares.

Based on the foregoing, our opinion is as follows:

1.   The Agreement is enforceable against the Seller.

2.   The  authorized  capital  structure of Lewis W. Osborne,  Inc.  consists of
     25,000 shares of voting  common stock with a par value of $1 per share,  of
     which 12,296 shares are issued and  outstanding.  Mary E. Dentis owns 6,764
     shares of Lewis W. Osborne, Inc.

3.   The  authorized  capital  structure  of United  Terrazzo  Supply Co.,  Inc.
     consists of 800 shares of voting  common stock with a par value of $250 per
     share, of which 16 shares are issued and outstanding. Mary E. Dentis owns 8
     shares of United Terrazzo Supply Co., Inc.

4.   Both Lewis W.  Osborne,  Inc.  and United  Terrazzo  Supply Co.,  Inc.  are
     corporations  duly organized,  validly  existing and in good standing under
     the  laws of the  State  of  California,  with  full  corporate  power  and
     authority to own its  properties and to engage in its business as presently
     conducted or contemplated.  All of the outstanding  shares of capital stock
     of both Lewis W. Osborne,  Inc. and United  Terrazzo  Supply Co., Inc. have
     been  duly   authorized   and  validly   issued  and  are  fully  paid  and
     non-assessable,  and were not issued in violation of the preemptive  rights
     of any Person.

5.   Neither the execution and delivery of the Agreement nor the consummation of
     any or all of the related  transactions  (a) violates any  provision of the
     certificate of incorporation  or bylaws (or other governing  instrument) of
     either Lewis W. Osborne, Inc. or United Terrazzo Supply Co., Inc.

6.   No  consent,  approval  or  authorization  of,  or  declaration,  filing or
     registration  with,  any  Governmental  Authority is required in connection
     with the  execution,  delivery  and  performance  of the  Agreement  or the
     consummation of any related transaction(s).

7.   We  hereby  confirm  to you that,  except  as set  forth in the  Disclosure
     Schedule,  we have no actual  knowledge of any Actions or Proceedings by or
     before any court or Governmental  Authority  pending or overtly  threatened
     against or involving Lewis W. Osborne, Inc., or United Terrazzo Supply Co.,
     Inc., or that  questions or challenges the validity of the Agreement or any
     action taken or to be taken by Lewis W. Osborne,  Inc., or United  Terrazzo
     Supply Co.,  Inc.,  pursuant to the  Agreement  or in  connection  with any
     related  transactions.  To our actual knowledge,  neither Lewis W. Osborne,
     Inc.,  nor United  Terrazzo  Supply Co.,  Inc. is subject to any  judgment,
     order or decree having prospective effect.

The Accord is changed for purposes of this Opinion Letter pursuant to '21 of the
Accord as follows:

1.   The Primary  Lawyer Group shall  include all lawyers  presently at our firm
     who have given substantive attention to the affairs of the Seller, Lewis W.
     Osborne, Inc., and/or United Terrazzo Supply Co., Inc., since 1992.

2.   Accord '19(e) is deleted.

We understand  that ISG  Resources,  Inc. is receiving a copy of this opinion in
connection  with the  purchase of stock and real  property  contemplated  by the
Agreement and agree that ISG Resources, Inc. may rely on this opinion.

                                                    Very truly yours,

                                                    FERRUZZO & FERRUZZO

                                                    By

                                                         THOMAS G. FERRUZZO
ds

cc:      Mary E. Dentis
         Edward Miller, Esq.

<PAGE>

                                    Exhibit D

                        Purchaser's Officer's Certificate

         I,  the  undersigned,  the Sr.  Vice  President,  General  Counsel  and
Secretary of ISG  Resources,  Inc., a Utah  corporation  (the  "Purchaser"),  do
hereby certify that:

1. This  Certificate is being delivered at the Closing today pursuant to Section
5.2.5 of the Purchase Agreement dated October 26, 1999 (the "Agreement") between
Mary Ellen  Dentis,  as Trustee of the Mary Ellen  Dentis  Revocable  Intervivos
Trust,  u/d/t  October 19, 1990 and Judith O. Garcia,  as Trustee of the Osborne
Trust (the  "Sellers") and ISG Resources,  Inc., a Utah  corporation  ("Buyer").
Unless otherwise  indicated  herein,  capitalized terms used in this Certificate
shall have the same meanings given to them in the Agreement.

2. Each of the  representations  and  warranties  made by the  Purchaser  in the
Agreement  are true and correct in all  material  respects as of the date of the
Agreement.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
as of October 26, 1999.

                                     ISG RESOURCES, INC.

                                     _______________________
                                     By: Brett A. Hickman
                                     Its: Sr. Vice President, General
                                     Counsel and Secretary

<PAGE>

                                    Exhibit E

                          Purchaser's Counsel's Opinion

                                 March 27, 2000


Mrs. Mary E. Dentis
#1 Sea Cove Lane
Newport Beach, CA  92660

Mrs. Judith O. Garcia
8440 La Bajada
Whittier, CA  90605

Ladies:

         I am Sr. Vice President and General  Counsel of ISG Resources,  Inc., a
Utah  corporation  ("Purchaser")  and have  acted as  counsel  to  Purchaser  in
connection with the Purchase  Agreement dated October 26, 1999 (the "Agreement")
between  Mary  Ellen  Dentis,  as Trustee  of the Mary  Ellen  Dentis  Revocable
Intervivos Trust, u/d/t October 19, 1990 and Judith O. Garcia, as Trustee of the
Osborne  Trust  (collectively  the  "Sellers")  and the  Purchaser.  This is the
opinion  contemplated by Section 5.2.6 of the Agreement.  All capitalized  terms
used in this opinion without  definition  have the respective  meanings given to
them in the Agreement or the Accord referred to below.

         This  Opinion  Letter  is  governed  by,  and shall be  interpreted  in
accordance  with,  the Legal Opinion Accord (the "Accord") of the ABA Section of
Business  Law  (1991).  As  a  consequence,   it  is  subject  to  a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.  The law covered by the opinions
expressed herein is limited to the laws of the United States.

         Based on the foregoing, my opinion is as follows:

1. The Agreement is enforceable against the Purchaser.

2. Neither the execution and delivery of the  Agreement nor the  performance  of
the  Purchaser's  obligations  thereunder  (a)  violates  any  provision  of the
certificate of  incorporation  or bylaws (or other governing  instrument) of the
Purchaser,  (b) breaches or constitutes a default (or an event that, with notice
or lapse of time or both,  would  constitute a default)  under any  agreement or
commitment  to which the  Purchaser is party or (c)  violates any statute,  law,
regulation  or  rule,  or  any  judgment,  decree  or  order  of  any  court  or
Governmental Authority applicable to the Purchaser.

                                   Sincerely,

                                   Brett A. Hickman

BAH/hs

cc:      Thomas G. Ferruzzo, Esq.
         Edward L. Miller, Esq.

<PAGE>

                               Disclosure Schedule

                           THE DISCLOSURE SCHEDULE OF
           LEWIS W. OSBORNE, INC. AND UNITED TERRAZZO SUPPLY CO., INC.

The Disclosure  Schedule of LEWIS W. OSBORNE,  INC. and UNITED  TERRAZZO  SUPPLY
CO., INC. (both sometimes referred to as the "Company") has been prepared and is
being delivered by the Sellers pursuant to that certain Stock Purchase Agreement
dated as of the 26th day of October,  1999,  by and among ISG  RESOURCES,  INC.,
MARY ELLEN  DENTIS,  as Trustee of the Mary Ellen  Dentis  Revocable  Intervivos
Trust,  u/d/t  October  19,  1990 and JUDITH O.  GARCIA,  Trustee of the Osborne
Family Trust (the "Agreement").  Pursuant to Section 9.16 of the Agreement,  any
disclosure in this  Disclosure  Schedule,  and in any supplement  hereto,  shall
relate to the Section of the Agreement to which it refers,  except to the extent
that  the  relevance  to such  other  section  is  manifest  on the  face of the
Disclosure  Schedule.  Any  capitalized  terms set forth in any  Section of this
Disclosure Schedule and not otherwise defined shall have the meaning ascribed to
it in the Agreement.

<PAGE>

                                   SECTION 2.4

                 Lines of Business the Company is Participating

1.       Building materials

2.       Blending

3.       Packaging sales of cement

4.       Aggregates

5.       Divider strip

6.       Grinding and polishing machines

7.       Grinding and polishing stones

8.       Cleaners and sealers

<PAGE>


                                   SECTION 2.6

                                    Consents

None.

<PAGE>

                                   SECTION 2.8

                               Exceptions to GAAP

1.   The  attorney  fees and costs and  accountant  fees  with  respect  to this
     transaction  have  been  paid  by the  Company  and  expensed  without  any
     allocation between Shareholder and the Company.

2.   The  Financial  Statements  do  not  accrue  vacation  or  sick  leave  for
     employees.


<PAGE>

                                   SECTION 2.9

                           Changes Since June 30, 1999

1.   The Company has not had any adverse  material  effects  when  reviewed as a
     whole, expenses have increased in some areas and decreased in others.

2.   The Company's top ten accounts are listed in Schedule 2.24.1.

3.   The Company has  disposed of 3 tanks (2 large and 1 small) that were beyond
     the end of their useful lives.

4.   There has been changes in compensation for 3 employees (Nick Reeves,  Truck
     Driver, Tony Avila, Shop Foreman, and Frank Maggio,  Plant Foreman).  There
     are no other raises planned or promised.

5.   In connection with increased  Medical plan (Kaiser) costs,  the Company has
     decided not to increase employee contributions to the cost of this plan.


<PAGE>

                                  SECTION 2.10

                             Undisclosed Liabilities

The Company  makes no  representation  or warranty  with respect to any computer
hardware or software and its ability to recognize the year 2000.


<PAGE>


                                  SECTION 2.11

                                      Taxes

None.


<PAGE>

                                  SECTION 2.12

                                Legal Proceedings

1.   The Casmalia Disposal Site (see Section 2.23.2).

2.   Notice to Comply  dated  February  8, 1996,  issued by the South  Coast Air
     Quality Management District, attached hereto (see Section 2.13).

3.   Failure to have a permit to operate air pressure  tank since  expiration of
     prior permit (see Section 2.13).

4.   In 1995 the Company was informed  that  another  company was using the name
     Osborne  Building  Supply,  Inc. A cease and desist  letter was sent by the
     Company. A response was sent June 27, 1995 whereby Osborne Building Supply,
     Inc.  alleged it had the exclusive  right to use such name. The Company has
     been informed that Osborne Building Supply, Inc. is now out of business.


<PAGE>



                                  SECTION 2.13

                              Compliance With Laws

1.   The Company has not maintained an Injury Illness  Prevention  Program,  but
     will have one in place at the time of Closing.

2.   The Company has not maintained a Hazardous Communications Program, but will
     have one in place at the time of Closing.

3.   The Company has not had a valid  permit to operate its Air  Pressure  Tank.
     The Company has  applied  for a renewal.  Attached  hereto is a copy of the
     prior permit.

4.   In 1996,  the Company  received a Notice to Comply from the South Coast Air
     Quality  Management  District to "submit an application for cement blending
     station." An application  was immediately  filed and the  appropriate  fees
     paid;  however,  no permit was ever issued.  The Company has  contacted the
     A.Q.M.D., who is processing the application.

5.   The Company's Employee Handbook is out of date.


<PAGE>



                                  SECTION 2.14

                             Employee Benefit Plans

Salaried employees  -  Medical,  the  company pays   80%
                                 Paid Vacations
                                 Paid Holidays
                                 5 days paid sick leave

Hourly employees -     Medical, the company pays 80%
                                 Paid Vacations
                                 Paid Holidays
                                 The medical plan is with Kaiser


<PAGE>



                                  SECTION 2.15

                  Owned Real Property and Leased Real Property

The Company owns no real property.  The property  which the Company  occupies is
owned by the Stockholders, Mary E. Dentis and Judith O. Garcia. We do not have a
lease,  but are on a month-to-month  rental.  The amount of the rental is $8,666
per month and is paid in the following manner:

$2,000 from United Terrazzo:

                                      $ 1,000 to Mary Dentis
                                      $ 1,000 to Judith Garcia, Trustee

$6,666 from Lewis W. Osborne:

                                      $ 3,000 to Judith Garcia, Trustee
                                      $ 3,666 to Mary Dentis

The amount  paid to the owners  from Lewis W.  Osborne is being taken out of the
AAA.


<PAGE>


                                 SECTION 2.15.2

                               Real Property Liens

Storm drain easement

Chevron pipeline easement

Those  set  forth in the  Preliminary  Title  Report  issued  by  Chicago  Title
Insurance Company.

<PAGE>

                                 SECTION 2.15.3

                     Exceptions to Enforceability of Leases

None.

<PAGE>

                                 SECTION 2.15.5

                             Real Property Condition

The  building  was  built  prior to 1978  and,  as such,  may  contain  asbestos
containing  materials,  lead-based  paint,  and other  products  now  considered
hazardous.


<PAGE>

                                  SECTION 2.16

                             Personal Property Liens

None.

<PAGE>

                                  SECTION 2.17

                              Intellectual Property

None.

<PAGE>

                                 SECTION 2.18.1

                                    Contracts

At-will employment contracts.

Toll Manufacturing Agreement.

Packaging Agreement with CTS Cement Manufacturing.


<PAGE>

                                 SECTION 2.18.2

                                 Default Notices

None.

<PAGE>

                                 SECTION 2.18.3

                          Materially Adverse Contracts

None.

<PAGE>

                                  SECTION 2.19

                                    Licenses

1.   Permit to Operate Liquified Petroleum Gas Tank

2.   Permit to Operate Air Pressure Tank (see Section 2.13)

3.   Permit to Operate Cement Blending Station (see Section 2.13)

4.   City of La Mirada  Business  Licenses for United  Terrazzo Supply Co., Inc.
     and Lewis W. Osborne, Inc.

5.   California State Board of Equalization Seller=s Permit

6.   Permits Issued by the South Coast Air Quality Management District listed on
     the attached APermit Renewals@ letter.

<PAGE>

                                  SECTION 2.20

                                    Insurance

Sherman Parent  Insurance  Package/Auto/Workers'  Comp  #CCP56373901  claim auto
96-97 amount $ 346.00.

No other claims in this time period since 1/01/96.

Health insurance with Kaiser.

<PAGE>

                                 SECTION 2.23.2

                              Environmental Matters

We have a letter of final closure for underground tank removal.

Unsettled claim for soil that was sent to the Casmalia site in 1987. The Company
has paid $62,500 to have this dirt hauled and remediated.  The Company exercised
a settlement  option as set forth in the Casmalia  Disposal Site  Administrative
Order,U.S.  EPA  Docket  No.  99-02(a),  and  sent  in  the  sum of  $77,983  as
settlement.

See Section 2.15.5.

See Section 2.13.

<PAGE>

                                 SECTION 2.24.1

                                    Customers

COMPANY           TYPE OF BUSINESS                YTD                  % OF
                                                 SALES                 SALES
-------            ---------------             --------               --------
CORR01            TERRAZZO                  $ 203,277.68               11.1
HOCK01            POOL PLASTERING           $ 118,956.56                6.5
CHEM01            BLENDS                    $ 114,599.78                6.3
WEST06            BLENDS                    $ 111,412.03                6.1
SCOF01            FLY ASH                   $ 103,770.55                5.7
PACI03            BLOCK WALLS               $  83,311.44                4.6
PAYN01            TERRAZZO                  $  77,043.50                4.2
ADVA02            TERRAZZO                  $  73,888.10                4.0
MOLI01            TERRAZZO                  $  53,158.34                2.9
ASSO01            TERRAZZO                  $  40,581.95                2.2


<PAGE>

                                 SECTION 2.24.2

                                    Suppliers

California Portland Cement
Manhattan American
Lehigh Cement
Riverside Cement
Oglebay Norton Sand
Fribel International
Heritage Glass
Tesco Products
Atlas Abrasives
Specialty Minerals


<PAGE>

                                  SECTION 2.25

                               Accounts Receivable

None.


<PAGE>

                                  SECTION 2.28

                                  Bank Accounts

Cerritos Valley Bank       (562) 868-3221
12100 Firestone Blvd.
Norwalk, Ca 90650-2971

Lewis W. Osborne, Inc.     Checking Account #001005154
United Terrazzo Supply     Checking Account #001010859
Signors on the above:      Mary Dentis
                              Gerald Steward
                              Kathleen Roman

United Terrazzo            Money Market Account #1049879
Signors on the above:      Mary Dentis
                              Kathy Roman