STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (this "Agreement") is dated December 1, 1999,
between ISG  Resources,  Inc.,  a Utah  corporation  ("Purchaser"),  and Bill E.
Nichols, John W. Nichols and Debbie Nichols Dickey,  individuals residing in the
state of Texas (individually a "Seller" and collectively 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 Magna Wall, Inc. (the "Company"), a Texas corporation.

     The  authorized  capital  stock of the Company is referred to herein as the
"Purchased Stock."

     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 set forth herein.

                                    ARTICLE I

1.   SALE OF PURCHASED STOCK; 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.

1.2  Purchase Price.

1.2.1 The purchase price (the "Purchase  Price") for the Purchased  Stock is one
million  five  hundred  thousand  dollars  ($1,500,000.00)  in cash,  subject to
adjustment as set forth in Section 1.2.2 below.

1.2.2 The  Purchase  Price will  increase  or  decrease,  on a dollar for dollar
basis, based on changes in the Company's net asset value (the "Net Asset Value")
(defined as total assets less liabilities)  during the period September 30, 1999
to the Closing Date. To determine whether an adjustment is appropriate,  Sellers
shall  (within  thirty days of the Closing  Date)  provide  the  Purchaser  with
financial  statements  of the Company  indicating  the Net Asset Value as of the
Closing Date (the "Sellers'  Calculation").  If Purchaser (within thirty days of
receiving the Sellers'  Calculation)  disagrees  with the Sellers'  Calculation,
then Purchaser will promptly engage an independent accounting firm to review the
financial  condition of the Company as of the Closing on a basis consistent with
the Financial  Statements as described in Article 2.8 below.  Within  forty-five
(45) days after the matter is referred to the  accounting  firm,  the accounting
firm will prepare and deliver a report to all parties which will detail  whether
a Purchase Price  adjustment is necessary.  The report will be final and binding
on both parties, absent fraud or clear error.

1.3  Closing.  The  Closing  (the  "Closing")  of the  purchase  and sale of the
Purchased  Stock will take place at the  offices of Donald L. Cuba,  Wells Fargo
Bank Building, 8700 Crownhill Boulevard,  Suite 105, San Antonio, Texas 78209 at
11:00 A.M.  on December 1, 1999,  or at such other  place as  Purchaser  and the
Sellers shall mutually agree.

1.4 Payment of Purchase Price.  At the Closing,  Purchaser will pay the Purchase
Price to the Sellers by wire  transfer to such account as the Sellers may direct
by written  notice  delivered  to  Purchaser  by the  Sellers at least three (3)
Business Days before the Closing Date. Simultaneously, the Sellers will sell and
convey  to  Purchaser  the  Purchased  Stock  free and  clear of all  Liens,  by
delivering  to  Purchaser  a  stock  certificate,  registered  in  the  name  of
Purchaser,  representing the Purchased Stock. At the Closing,  the parties shall
also deliver the opinions, certificates, contracts, documents and instruments to
be delivered pursuant to this Agreement.

1.5                   Post Closing Payment.

1.5.1 If the Purchaser agrees with the Sellers' Calculation,  then within twenty
(20) days after delivery of the Sellers' Calculation, the Purchaser will deliver
to the Sellers cash in the amount of the adjustment specified therein.

1.5.2 If the Purchaser  disagrees  with the Sellers'  Calculation  then,  within
twenty (20) days after delivery of the report by the independent accounting firm
referred  to in  Section  1.2.2:  (i) if the  report  indicates  that an  upward
adjustment is appropriate, the Purchaser will deliver to the Sellers cash in the
amount of the adjustment  specified in the report,  absent fraud or clear error;
or (ii) if the report indicates that an downward adjustment is appropriate,  the
Sellers  will  deliver to the  Purchaser  cash in the  amount of the  adjustment
specified in the report, absent fraud or clear error

                                   ARTICLE II

2             REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     The Sellers,  to their best actual 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 Texas 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 it 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 1,000 shares of common stock,
par value $1.00 per share. 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  subject to obtaining  the  consents,  approvals  and actions,  making the
filings and giving the notices  referred to in Section 2.6 below or disclosed in
Section 2.6 of the  Disclosure  Schedule,  if any,  conflict with or result in a
violation or breach of any term or provision of any Laws or Order (to the extent
such  conflict  would  result in a claim of more  than  $10,000.00  against  the
Company)  applicable  to any of the Sellers 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 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.  Set forth in Section 2.8 of the Disclosure Statement
are (a) the unaudited  statements of income, of the Company for the period ended
Septempber  30,  1999 and (b) an  unaudited  balance  sheet of the Company as at
September 30, 1999 (the "Balance  Sheet")(collectively referred to herein as the
"the  Financial  Statements").  The  Financial  Statements  fairly  present  the
financial  condition of the Company as of the dates thereof and the earnings for
the  periods   indicated,   all  in  accordance  sound  accounting   principles,
consistently  applied,  and are  consistent  with the books and  records  of the
Company.

     2.9 Absence of Changes.  Since  September 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 September
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 other than in the ordinary course of business,  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 September 30, 1999 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,  including without limitation with respect to any merger, sale of
substantially all assets or other business  combination not otherwise restricted
by the foregoing paragraphs; 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 September 30, 1999 balance sheet included in the Financial  Statements or as
disclosed  in  Section  2.10 of the  Disclosure  Schedule,  and  subject  to the
limitation  contained in 7.1.1 with respect to claims having insurance coverage,
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 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 (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 (i) solely as a present or former  member of a
consolidated group, (ii) as a transferee or successor, (iii) by Contract or (iv)
otherwise.

              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,  1998,  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
January 1, 1996. There are no Liens for Taxes upon the Assets of the Company.

              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,  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 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  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.  The Company  has in  existence a defined
benefit plan (the "Plan") and copies of all  documentation  relating to the Plan
have been  delivered or made  available to  Purchaser  (including  copies of the
Plan, summary plan descriptions,  trust agreements, the three most recent annual
returns,  employee  communications,  and IRS  determination  letters);  The Plan
terminates on December 31,1999; there are no other benefit plans of any nature.

                  2.14.1 The Plan, and the administration thereof, complies, and
has at all times complied in all material respects, with the requirements of all
applicable  Law,  including ERISA and the Code, and the 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 all "accumulated funding deficiency" within the meaning
of section 302 of ERISA or section 412 of the Code shall be eliminated  prior to
termination of the Company's defined benefit plan;

                  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 or will not upon termination of
the Plan exceed zero with  respect to any  Benefit  Plan  subject to Title IV of
ERISA;

                  2.14.5 other than termnimation of the Plan effective  December
31, 1999 no other  "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;  proper notice
of termination has been given to all employees;

                  2.14.6 the Plan is not 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  the Plan does not  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 the 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 the Plans that were required to
be made under the Plan have been or will be made prior to  termination,  and all
benefits accrued (including any unfunded contributions) under the Plan have been
or will be paid,  accrued or otherwise  adequately  reserved in accordance  with
GAAP,  and the Company has  performed  all material  obligations  required to be
performed under all Benefit Plans.

     2.15     Real Property.  The Company owns no real property.

     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 September 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  has
delivered,  or has 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  contains a true
and complete  list of every  Contract 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,  of which  have been  delivered  to  Purchaser  prior to the
execution of this Agreement), to which the Company is a party, a guarantor or by
which any of its Assets is bound.

              2.18.2 Each Contract 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.  The  insurance  policies  listed in  Section  2.20 of the  Disclosure
Schedule (i) in light of the business,  operations and Assets of the Company are
in amounts and have  coverages  that are  reasonable  and  customary for Persons
engaged in such businesses and operations and having such Assets and (ii) are in
amounts and have coverages as required by any Contract to which the Company is a
party.  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.  Since
January 1, 1996, the Company has maintained, in light of its business, location,
operations and Assets, at all times, without interruption appropriate insurance,
in scope and amount of coverages.

     2.21 Affiliate  Transactions.  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 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. The Company operates no facilities. The Company
has  conducted  its  business and its  operations  in full  compliance  with all
Environmental   Laws;   and,  is  not  in  violation  of  or  liable  under  any
Environmental Law.

     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
September 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  September 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
September 30, 1999, 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,  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 actual  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 Utah.
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

4.1 Noncompetition; Non Solicitation.

4.1.1 For a period of five (5) years from the Closing Date, each of the Sellers,
alone or in conjunction with any other Person, or directly or indirectly through
their present or future Affiliates, will not directly or indirectly own, manage,
operate,  join,  be  employed  by,  have a  financial  interest  in,  control or
participate  in the  ownership,  management,  operation or control of, or use or
permit his name to be used in connection with, or be otherwise  connected in any
manner with any  business  or  enterprise  engaged in the  design,  development,
manufacture,  distribution  or sale of any  products,  or the  provision  of any
services  related  to  those  which  the  Company  was  designing,   developing,
manufacturing, distributing, selling or providing at any time prior to and up to
and  including  the  Closing  Date  anywhere  in the United  States of  America,
provided  that with respect to John W. Nichols the foregoing  restriction  shall
only apply to businesses or enterprises  engaged in manufacturing,  distributing
and/or selling one-coat stucco, and not to businesses or enterprises  engaged in
the use of said product  provided  that the foregoing  restriction  shall not be
construed  to prohibit the  ownership,  in the  aggregate,  of not more than two
percent (2%) of any class of securities of any  corporation  which is engaged in
any of the  businesses  or  enterprises  described  above,  having  a  class  of
securities  registered  pursuant  to the  Securities  Exchange  Act of 1934,  as
amended,  which  securities  are  publicly  owned  and  regularly  traded on any
national exchange or in the over-the-counter market. Furthermore,  this Covenant
shall not apply to Debbie Nichols Dickey.

4.1.1 For a period of five (5) years from the Closing  Date,  the Sellers  shall
not  directly  or  indirectly,  or  through  an  Affiliate,  (i)  influence  any
individual  who was an employee  or  consultant  of the Company at any time,  to
terminate his or her  employment or  consulting  relationship  with the Company,
(ii) interfere in any other way with the employment,  or other relationship,  of
any employee or consultant of the Company or (iii) cause or attempt to cause (or
participate  in any way in any  discussion or  negotiation  concerning)  (x) any
client,  customer  or supplier  of the  Company or (y) any  prospective  client,
customer or supplier of the Company from engaging in business with the Company.

4.1.2 The  Sellers  agree  that  Purchaser's  remedies  at law for any breach or
threat of  breach by it of any of the  provisions  of this  Section  4.1 will be
inadequate,  and that, in addition to any other remedy to which Purchaser may be
entitled at law or in equity,  Purchaser  shall be  entitled  to a temporary  or
permanent injunction or injunctions or temporary restraining orders or orders to
prevent  breaches  of  the  provisions  of  this  Section  4.1  and  to  enforce
specifically the terms and provisions  hereof,  in each case without the need to
post any  security or bond.  Nothing  herein  contained  shall be  construed  as
prohibiting Purchaser from pursuing,  in addition,  any other remedies available
to it for such breach or  threatened  breach.  A waiver by the  Purchaser of any
breach of any provision  hereof shall not operate or be construed as a waiver of
a breach of any other  provisions of this Agreement or of any subsequent  breach
thereof.

4.1.3 The parties hereto consider the restrictions contained in this Section 4.1
hereof to be reasonable for the purpose of preserving the goodwill,  proprietary
rights  and  going  concern  value  of  the  Company,  but if a  final  judicial
determination is made by a court having  jurisdiction that the time or territory
or any other  restriction  contained  in this  Section  4.1 is an  unenforceable
restriction on the Sellers' activities, the provisions of this Section 4.1 shall
not be  rendered  void but shall be deemed  amended to apply as to such  maximum
time and  territory  and to such  other  extent  as such  court  may  judicially
determine or indicate to be reasonable.  Alternatively, if the court referred to
above finds that any  restriction  contained  in this  Section 4.1 or any remedy
provided  herein is  unenforceable,  and such  restriction  or remedy  cannot be
amended  so as to make  it  enforceable,  such  finding  shall  not  affect  the
enforceability  of  any of  the  other  restrictions  contained  therein  or the
availability of any other remedy. The provisions of this Section 4.1 shall in no
respect  limit  or  otherwise  affect  the  Sellers's  obligations  under  other
agreements with the Company.

4.2  Regulatory  and Other  Approvals.  The Sellers  shall,  and shall cause the
Company to, (a) take all necessary or desirable steps and proceed diligently and
in good faith and use 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.

4.3 Investigation by Purchaser.

4.3.1  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  its  employees,  agents,  accountants  and other
representatives  access to the  Books and  Records  of the  Company,  as well as
employee files and records, not including product formulas, customer lists, etc.

4.3.2 Sellers will advise  Purchaser what is not being  disclosed as Purchaser's
investigation  proceeds. To the extent that any such product formulas,  customer
lists,  etc.  are  not  furnished  to  Purchaser  immediately,  the  same  shall
nevertheless be furnished to Purchaser  immediately prior to the Closing. In any
event,  if any of this  information is disclosed to Purchaser prior to or at the
Closing,  Purchaser  shall have the option to terminate this  Agreement,  at its
sole discretion,  if the information  discloses any matter which leads Purchaser
to the conclusion that it should not close the transaction contemplated herein.

4.4 Investigation by Purchaser.

4.4.1  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  its  employees,  agents,  accountants  and other
representatives  access to the  Books and  Records  of the  Company,  as well as
employee files and records, not including product formulas, customer lists, etc.

4.4.2 Sellers will advise  Purchaser what is not being  disclosed as Purchaser's
investigation  proceeds. To the extent that any such product formulas,  customer
lists,  etc.  are  not  furnished  to  Purchaser  immediately,  the  same  shall
nevertheless be furnished to Purchaser  immediately prior to the Closing. In any
event,  if any of this  information is disclosed to Purchaser prior to or at the
Closing,  Purchaser  shall have the option to terminate this  Agreement,  at its
sole discretion,  if the information  discloses any matter which leads Purchaser
to the conclusion that it should not close the transaction contemplated herein.

                                    ARTICLE V

5             CLOSING CONDITIONS

5.1 Condition to the Obligations of the Purchaser.  The obligations of Purchaser
hereunder to purchase the Purchased Stock 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  4.3  hereof,  any
condition  (financial,  legal or otherwise)  relating in any way to 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 hereto and
(ii)  certificates,  dated the Closing Date and executed by the chief  financial
officer of the  Company,  substantially  in the form of Exhibit C 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 opinion of Donald L.
Cuba, Esquire,  counsel to the Company in connection with this Agreement,  dated
the Closing Date,  substantially  in the form and to the 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 No Adverse Change.  There shall have occurred no material  adverse change
in the business or financial condition of the Company between September 30, 1999
and the Closing Date.

5.1.14  Employment   Agreements.   Purchaser  shall  have  received   Employment
Agreements satisfactory to Purchaser,  between the Company and any key employees
of the Company that Purchaser deems necessary.

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  Employment  Agreements.  Purchaser  shall  have  delivered  to Sellers an
Employment  Agreement  satisfactory  to  Sellers,  between  the Company and Bill
Nichols.

                                   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 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;

6.1.2 (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;

6.1.3 by Purchaser for its convenience at any time prior to Closing;

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 December 1, 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).  Notwithstanding  anything contained in this
agreement to the contrary,  claims for indemnity  arising or resulting  from the
sale or  manufacture  of  products,  including  product  failure  or  failure of
performance,  unknown  and  undisclosed  by Sellers  shall only be made,  to the
extent  and only to the  extent  that such  claim or  occurrence  is  covered by
insurance  and  Sellers  in no way shall be  personally  liable  for any  claim,
judgment,  amount,  award, or liability  whatsoever for any amount of such claim
which may exceed the amount of said insurance coverage. The limitation set forth
in the  immediately  preceding  sentence  shall not limit the  liability  of the
Sellers for claims made  pursuant to any other  representation  or warranty  set
forth in this Agreement or for any claims known to the Sellers or any of them as
of the date of this Agreement and not disclosed in the Disclosure Schedules.

              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 them or to which they become 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  Notwithstanding  anything  to the  contrary  in  this  agreement
Sellers will indemnify and hold harmless  Purchaser under this Article 7 without
limitation dollar for dollar against any Loss suffered, incurred or sustained by
it or which it becomes subject to resulting from,  arising out of or relating to
the lawsuit  referred to in  Disclosure  Schedule  2.12.1.1,  and/or the matters
referred to in Disclosure Schedule 2.10.


<PAGE>

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.

         7.4.6 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 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.

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

              "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,
attorneys,   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, legal files,
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 written or oral agreement,  lease,  guaranty,
evidence of  indebtedness,  mortgage,  indenture,  security  agreement  or other
contract of any nature whatsoever.

              "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 or Occupational Safety and Health 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 or Occupational  Safety and
Health  Law;  (iii)  financial   responsibility   under   Environmental  Law  or
Occupational  Safety and Health 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 or Occupational
Safety  and  Health 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 or Occupational  Safety and
Health 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.

              "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.

              "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.

              "Knowledge"  on the part of any  person or  company  means  actual
knowledge  of the person or a director  of the Company of the event or notice to
be attributed to the person or Company.

              "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,  diminution in value of investment, 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).

              "Occupational  Safety and Health  Law" means any Law  designed  to
provide safe and healthful working conditions and to reduce  occupational safety
and health hazards, and any program,  whether governmental or private (including
those   promulgated  or  sponsored  by  industry   associations   and  insurance
companies), designed to provide safe and healthful working conditions.

              "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.

              "Real 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.

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 (i) with respect to
any Person who is an individual,  the actual knowledge of such Person, (ii) with
respect to any other Person,  the actual  knowledge of the directors,  officers,
managers,  and other  similar  Persons in a similar  position or having  similar
powers and duties,  and (iii) in the case of each of (i) and (ii), the knowledge
of facts that such individuals should have after reasonable inquiry.

                                   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:

Bill E. Nichols              John W. Nichols              Debbie Nichols Dickey
29521 No Le Hace             13489 Landfair Rd.           10951 Laureate, #1208
Fair Oaks Ranch, Texas 78015 San Diego, California 92130  San Antonio, Tx  78249

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 to the closing  hereof 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 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  and
otherwise  to causethe  Purchaser  or the Sellers to fulfill  their  obligations
under this Agreement.

9.6 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.

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

9.8 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.

9.9 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.

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

9.11  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.

9.12  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the domestic laws of the State of Texas,  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 Texas.

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.

                                    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

BILL E. NICHOLS                                  JOHN W. NICHOLS



________________                                _____________________
Bill E. Nichols                                  John W. Nichols


DEBORAH N. DICKEY



_____________________
Deborah N. Dickey