STOCK PURCHASE AGREEMENT

         THIS STOCK  PURCHASE  AGREEMENT is entered into as of October ___, 1999
("Agreement"), by and between WEBE ENTERPRISES, LTD., a Michigan corporation, or
its assigns ("Purchaser"), and ISG RESOURCES, INC. ("Seller").

                              W I T N E S S E TH:

         WHEREAS,  the  Seller is the owner  and  holder of all the  outstanding
shares of common stock of PNEUMATIC  TRUCKING,  INC.  ("Pneumatic"),  a Michigan
corporation, which shares are hereinafter referred to as the "Purchased Shares";
and

         WHEREAS,  the Seller  desires  to sell,  and the  Purchaser  desires to
purchase the Purchased Shares,  all upon and subject to the terms and conditions
hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements and covenants herein contained, the parties hereby covenant and agree
as follows:

                                    ARTICLE I

                           Purchase and Sale of Shares

         1.1 Purchase and Sale. Subject to the terms,  provisions and conditions
of this Agreement, and on the basis of the representations and warranties herein
contained,  the Seller agrees to sell to Purchaser,  and the Purchaser agrees to
purchase  from  Seller,  at the Closing  (as  hereinafter  defined),  all of the
Purchased  Shares  consisting  of 1,000 shares of the common stock of Pneumatic,
which is all of its issued and  outstanding  shares and Seller  represents  that
there are no stock options,  warrants or preferred stock or common stock held by
anyone or any entity other than the Seller whose entire interest in Pneumatic is
being sold to Purchaser pursuant to this Agreement.

         Seller  represents  and  warrants  that the shares set forth  above are
owned  by it free  and  clear  of any  and  all  claims  of any  nature  or kind
whatsoever which could or would affect the transfer or sale contemplated by this
Agreement.  Seller  further  represents  and  warrants  that it has not pledged,
encumbered or hypothecated the Purchased Shares.

         1.2 Purchase Consideration.  The consideration for the Purchased Shares
("Purchase  Price") to be paid by Purchaser to Seller shall be SEVEN HUNDRED AND
FIFTY THOUSAND DOLLARS  ($750,000.00).

         1.3 Manner of Payment of Purchase  Price.  The SEVEN  HUNDRED AND FIFTY
THOUSAND DOLLARS ($750,000.00)  Purchase Price shall be paid by the Purchaser at
Closing to Seller, by a cashier's check or checks or wire transfer.

                                   ARTICLE II

                                     Closing

         2.1 Date of Closing.  The transactions  contemplated hereby shall close
at a date and time mutually agreeable to Purchaser and Seller, but no later than
October 31, 1999, which Closing shall be at the offices of Sullivan and Leavitt,
P.C.,  22375 Haggerty Road,  Novi,  Michigan,  or at such other place or time as
Purchaser and Seller shall mutually agree upon in writing ("Closing").

         2.2 Documents to be Delivered at Closing.

                  (a)  Documents  to be  Delivered  by Seller.  At closing,  the
         Seller shall deliver to Purchaser:

                           (i)  Certificates  representing  the Purchased Shares
                  duly endorsed in blank or accompanied by stock powers executed
                  in blank.

                           (ii) All minute books,  stock records and stock books
                  of Pneumatic.

                           (iii)   Resignation   letters  of  all  officers  and
                  directors of Pneumatic.

                           (iv) Titles to all of the vehicles owned by Pneumatic
                  as such vehicles are identified on Schedule A hereto  entitled
                  ISG Resources North Central Vehicle Listing As Of February 28,
                  1999.

                           (v)  Releases  of  any  liens  on the  titles  to the
                  vehicles  set forth on Schedule A (i.e.,  Certificate  of Good
                  Standing   of   Pneumatic   Trucking,   Inc.   as  a  Michigan
                  corporation).

                           (vi) Letter of Indemnification by Seller indemnifying
                  Purchaser  against any Central States  Southeast and Southwest
                  Area Pension Fund Withdrawal  Liability accrued as of the date
                  of Closing.

                           (vii) An opinion  letter from  Seller's  counsel in a
                  form  satisfactory  to Purchaser's  counsel in accordance with
                  Section 5.1(j) hereof in the form of Schedule B hereto.

                           (viii)  Such other  documents  as may  reasonably  be
                  requested by the Purchaser or its counsel.

                  (b)  Documents to be Delivered by  Purchaser.  At the Closing,
         Purchaser  will  deliver,  or cause to be delivered to the Seller,  the
         following:

                           (i) The  Purchase  Price  represented  by a cashier's
                  check(s) of a national banking Institution or wire transfer to
                  Seller of the Purchase Price.

                           (ii) Certified  resolutions of the Board of Directors
                  of Purchaser,  authorizing  the  transactions  contemplated by
                  this Agreement.

                           (iii)  Such  other  documents  as may  reasonably  be
                  requested by Seller or its counsel.

                                  ARTICLE III

                    Representations and Warranties of Seller

         The Seller represents and warrants to Purchaser that:

         3.1  Organization  and Good Standing.  Pneumatic is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Michigan, and has full power and authority to own its properties and to carry on
its business as now conducted.

         3.2 Charter and Bylaws.  Schedule B contains true, correct and complete
copies of the  Articles of  Incorporation,  as amended,  certified  as of a date
within ten (10) days of the Closing by the Michigan  Secretary of State,  and of
the Bylaws of  Pneumatic,  as amended  through  and  including  the date of this
Agreement, certified as of the date hereof by the Secretary of Pneumatic.

         3.3 Capitalization.  The authorized capital stock of Pneumatic consists
of 60,000  shares of common  stock,  $1.00 par value,  of which 1,000 shares are
validly issued and  outstanding,  and shall be validly issued and outstanding at
Closing. The Purchases Shares shall consist of all of the Pneumatic shares which
are validly issued,  fully paid and nonassessible.  There are no dividends owing
or dividends which have been declared but not paid with respect to the Purchased
Shares.  Pneumatic does not have any  subsidiaries and does not own any interest
in any other person.

         3.4  Title  and  Authority:  Investment  Representation.  Seller is the
absolute owner of the Purchased  Shares,  free, clear and discharged of and from
any and all liens or other  encumbrances,  and Seller has full right,  power and
authority to execute and deliver this  Agreement and to perform its  obligations
under this  Agreement.  Upon delivery of the  Purchased  Shares by Seller at the
Closing, duly endorsed for transfer, Purchaser will be the absolute owner of all
the Purchased Shares so delivered,  free and clear of and from any and all liens
and encumbrances.  This Agreement is the legal,  valid and binding obligation of
Seller  and  is  enforceable  in  accordance  with  its  terms,  except  as  the
enforcement  of this  Agreement  may be limited  by laws of general  application
relating to bankruptcy, insolvency and relief of debtors.

         3.5 No Commitment  to Issue Capital Stock or Rights to Acquire  Capital
Stock.  Seller  has not  entered  into any  contract  or  agreement  or made any
commitment to purchase,  redeem,  sell or otherwise transfer or issue any shares
of  Pneumatic's   capital  stock,   nor  are  there  any  outstanding   options,
subscriptions,  warrants,  conversion  rights  or  similar  rights  of any  kind
convertible into any shares of Pneumatic's capital stock.

         3.6 Ability to Carry Out Agreement.  The execution and delivery of this
Agreement and the  performance by the Seller of its  obligations  hereunder will
not conflict  with,  violate or result in any breach of or  constitute a default
under any  provisions  of the Articles of  Incorporation  or Bylaws of Seller or
Pneumatic, or of any mortgage,  lease, contract,  franchise agreement,  license,
permit, instrument, order, judgment, law, regulation or any other restriction to
which  either  Seller  or  Pneumatic  is a party or by which  either  Seller  or
Pneumatic  is bound.  Except  for those  already  obtained,  no  consent  of any
governmental authority or other third-party is required to be obtained by either
Seller or Pneumatic in connection with the Shareholders' execution,  delivery or
performance of this Agreement.

         3.7      Financial Statements.
                  (a)  Pneumatic's  balance  sheet as of December 31, 1998,  and
         related statements of income,  retained earnings and cash flow for, the
         year ended December, 1998 (the "Financial Statement Date"), prepared by
         the chief  financial  officer of Seller are  referred  to herein as the
         "Pneumatic Financial Statements" and are attached hereto as Schedule C.
         The Pneumatic Financial  Statements (I) present fairly, in all material
         respects,   the  financial  position  of  Pneumatic  at  the  Financial
         Statement  Date;  and (ii) were prepared in conformity  with  generally
         accepted accounting  principles in a manner consistent with Pneumatic's
         historic  accounting  practice applied on a consistent basis, except as
         otherwise indicated.

                  (b) Pneumatic's  giving effect balance sheet as of October 31,
         1999, and related statements of income, retained earnings and cash flow
         for the 10 months ended  October 31,  1999,  are attached as Schedule D
         and  are  referred  to  herein  as  the  "Pneumatic  Interim  Financial
         Statements."  The Pneumatic  Interim  Financial  Statements (I) present
         fairly, in all material  respects,  the financial position of Pneumatic
         at  October  31,  1999;  and (ii)  were  prepared  in  conformity  with
         generally  accepted  accounting  principles in a manner consistent with
         Pneumatic's historic accounting practice applied on a consistent basis,
         subject to year-end closing adjustments.

                  (c)  Schedules C and D shall  sometimes be referred to jointly
         as the "Financial Statements."

         3.8 Taxes of Pneumatic.  Pneumatic has paid any and all taxes,  license
fees, other charges levied,  assessed, or imposed on the business and any of the
property of  Pneumatic,  except those that are not due and  payable.  All taxes,
franchises, contributions, and other charges required to be paid to governmental
agencies by Pneumatic, with respect to its operations to the date of the closing
will be paid as they become due.

         3.9 Tax returns of Pneumatic.

                  (a) Preparation. Pneumatic has duly prepared and filed any and
         all tax returns and reports  required by federal,  state, and local tax
         authorities.

                  (b)  Correctness.  The returns  filed are correct,  true,  and
         complete;

                  (c)  Payment.  Any  and  all  such  taxes,   including  sales,
         corporate franchise,  property, excise, and use taxes have been paid or
         are  adequately   provided  for  on  the  latest  Pneumatic   financial
         statement; and

                  (d) No dispute.  Pneumatic is not involved in any dispute with
         any tax  authority  about the amount of taxes due,  nor has it received
         any notice of any deficiency,  audit, or other indication of deficiency
         from any tax authority not disclosed to the parties to this Agreement.

         3.10 Unreported and Contingent Liabilities.  Except as set forth in the
Financial Statements or on Schedule E attached hereto, Seller has no liabilities
or obligations,  whether accrued, absolute, fixed, known or unknown,  contingent
or otherwise,  existing,  arising out of or relating to any transactions entered
into, or state of facts existing, on or prior to the date of this Agreement.

         3.11 Licenses and Permits. Pneumatic possesses all material licenses or
permits necessary to conduct its respective business as now operated,  including
the requisite operating  authority issued by the Surface  Transportation Road of
the Federal Highway  Administration and the Michigan Public Service  Commission.
Such  licenses and permits are valid and in full force and effect.  No action or
claim is  pending,  or, to the  knowledge  of Seller,  threatened,  to revoke or
terminate  any such  licenses or permits or declare  any of them  invalid in any
respect.

         3.12  Litigation.  Except  as set  forth on  Schedule  F,  there is not
pending against  Pneumatic,  or, to the knowledge of Seller,  threatened against
it, any claim, action, suit, arbitration proceedings, governmental proceeding or
investigation or other proceeding of any character.

         3.13  Compliance  With  Laws  Generally.  Pneumatic  has  substantially
complied with all laws, rules,  regulations and ordinances  materially affecting
its business.  Except for laws, rules, regulations or ordinances that are or are
to be of general  applicability,  there are no existing or, to the  knowledge of
the Seller, proposed laws, rules,  regulations or ordinances of such a nature as
could be  reasonably  expected  to  materially  adversely  affect the  continued
conduct of Pneumatic's business in the manner presently conducted.

         3.14  Trademark,  etc.  Attached  hereto as Schedule G is a list of all
copyrights,  trade names and material  trademarks  and trade secrets as to which
Pneumatic claims an ownership interest or as to which Pneumatic is a licensee or
licensor  (the  "Pneumatic  Intellectual  Property").  Pneumatic  has  good  and
marketable title to or possesses  adequate licenses or other valid rights to use
the  Pneumatic  Intellectual  Property,  free and clear of all  liens,  charges,
claims and other  encumbrances.  To the knowledge of the Seller,  the use of the
Pneumatic  Intellectual  Property  does  not  misappropriate,  infringe  upon or
conflict with any patent,  copyright,  trade name,  trade secret or trademark of
any  third-party.  No party has filed a claim (or, to the  knowledge  of Seller,
threatened  to file a claim)  against  Pneumatic  alleging that it has violated,
infringed on or otherwise  improperly used the  intellectual  property rights of
such party and  Pneumatic  has not violated or infringed  any  trademark,  trade
name, service mark, service name, copyright or trade secret held by others.

         3.15 Equipment. It is agreed that the motor vehicle equipment set forth
on Schedule A is conveyed by Seller and accepted by Purchaser  "as is" and "with
all faults" and that Seller is making no representations or warranties regarding
any aspect  thereof.  It being  understood  that  Purchaser has obtained or will
obtain its own  independent  assurances as to all such matters to such extent as
Purchaser,  in its discretion,  has deemed  necessary or appropriate.  Purchaser
acknowledges  that it is entering into this purchase on the basis of Purchaser's
own  investigation of the motor vehicle equipment and other assets of Pneumatic.
Except as otherwise expressly set forth herein,  Purchaser further  acknowledges
that Seller,  Seller's agents and other persons acting on behalf of Seller, have
made no  representation  or warranty of any kind in  connection  with any matter
relating  to the  condition,  value  or  fitness  for use of the  motor  vehicle
equipment and/or other assets of Pneumatic.  Purchaser hereby waives,  releases,
remises,  acquits and forever discharges Seller and Seller's agents or any other
person acting on behalf of Seller,  of and from any claims,  actions,  causes of
action, demands, rights, damages,  liabilities,  costs, expenses or compensation
whatsoever,  direct or indirect, known or unknown, foreseen or unforeseen, which
Purchaser  now has or which may arise in the  future on account of or in any way
connected  with the condition of the motor vehicle  equipment  and/or such other
assets.

         3.16 States  Incorporated or Licensed to Do Business In. To the best of
Seller's  knowledge,  Pneumatic is duly  licensed to do business in those states
where  necessary to carry on the business of Pneumatic  and all Federal,  State,
County and Municipal tax returns,  including but not limited to fuel tax returns
with the various states, currently due have been filed and the taxes paid.

         3.17 Insurance Policies.  To the best of Seller's knowledge,  Pneumatic
has in effect those  insurance  policies  normally  maintained by it in order to
conduct its  business.  Schedule H attached  hereto  contains a copy of all such
insurance policies and/or certificates.

         3.18  Central  States  Southeast  and  Southwest  Areas  Pension  Fund.
Pneumatic  contributes  to the Central  States  Southeast  and  Southwest  Areas
Pension Fund on behalf of its driver  employees and has or will obtain from such
fund a written  estimate  of any  withdrawal  liability  it would be  subject to
pursuant  to ERISA (29  U.S.C.A.  Section  1001 et seq.) which shall be attached
hereto as  Schedule  I and shall be dated  within  100 days of the  Closing  and
Seller agrees to indemnify  Purchaser in respect to any such liability which may
have existed as of October 27, 1999.

         3.19 Workers'  Compensation  Claims of  Employees.  Schedule J attached
hereto contains,  to the best of Seller's  knowledge,  a listing of all filed or
threatened Workers' compensation claims.

         3.20 Real Estate.  Pneumatic  owns no real estate and is not a party to
any terminal or office lease.

         3.21  Disclosure.  No  representations  or warranties by Seller in this
Agreement, and no document,  certificate or other writing furnished by Seller to
the Purchaser,  to the best of the knowledge of the Seller,  contains any untrue
statements of material  fact,  or omits any material fact  necessary to make the
statements herein or therein not misleading.

         3.22 Representations and Warranties as of the Closing Date. Each of the
representations  and warranties made by the Seller  hereunder shall be deemed to
have been made again on and as of the Closing Date.

                                   ARTICLE IV

                   Representations and Warranties of Purchaser

         Purchaser represents and warrants to the Seller as follows:

         4.1 Organization.  Purchaser is a corporation  formed under the laws of
the  State of  Michigan  and is duly  organized,  validly  existing  and in good
standing pursuant to the laws of the State of Michigan.

         4.2 Authority Relative to This Agreement.  Purchaser or its assigns has
or will have,  prior to Closing,  full legal power and  authority to execute and
deliver the Agreement and all  agreements  contemplated  hereby.  This Agreement
shall be duly and validly  executed by Purchaser,  and shall  constitute a valid
and binding agreement of Purchaser  enforceable  against Purchaser in accordance
with its terms.

         4.3 Purchase for  Investment.  Purchaser  is  acquiring  the  Purchased
Shares as a means of  acquiring  the  business of  Pneumatic in order to own and
operate such  business,  and is not acquiring  the Purchased  Shares with a view
towards their subsequent  sale,  transfer of  distribution,  although  Purchaser
shall  have the right to  freely  seek,  pledge or  encumber  the  shares  being
acquired.

         Purchaser has 10 or fewer security holders or stockholders.

         Purchaser, either alone, or with the Purchaser's  representatives,  has
sufficient  knowledge  and  experience  concerning   investments  generally  and
Pneumatic's in particular, such that it is able to evaluate the risks and merits
of this investment.  Purchaser has had full opportunity to make all inquiries it
deems  appropriate with respect to the business and affairs of Pneumatic and has
had such inquiries answered to its full satisfaction.  Purchaser represents that
no commission is being paid now or owed in connection  with this  transaction to
any party.

         4.4 Collective Bargaining  Agreements.  After the execution,  Pneumatic
shall  continue in full force and effect its  collective  bargaining  agreements
with  Locals  406 and 486  affiliated  with  the  International  Brotherhood  of
Teamsters as extended or  renegotiated  pursuant to 5.1(b)  hereof in accordance
with their  terms on a  non-interrupted  basis and shall also  continue  to make
contributions to any applicable  multi-employer pension plans in accordance with
their terms on a non-interrupted basis. Seller shall take no action to interfere
with  such  Agreements  and  represents  that  there are no  written  employment
agreements  between  Pneumatic and any  third-party.  Schedule M attached hereto
contains copies of the Collective Bargaining Agreements of Pneumatic, as well as
signed participation agreements with employee benefit funds resulting therefrom.

         4.5 Disclosure.  No  representations or warranties by Purchaser in this
Agreement, and no document,  certificate or other writing furnished by Purchaser
to the Seller,  to the best of the  knowledge  of the  Purchaser,  contains  any
untrue statements of material fact, or omits any material fact necessary to make
the statements herein or therein not misleading.

         4.6  Correct  on  Closing  Date.  The  representations  and  warranties
contained herein will be true and correct on and as of the Closing with the same
effect as if were made on and as of Closing.

                                   ARTICLE V

            Conditions Precedent to the Performance by the Purchaser
            and the Seller of Their Obligations Under This Agreement

         5.1 Purchaser's Conditions. The obligation of the Purchaser to complete
the  purchase  of  the  Purchased  Shares  hereunder  shall  be  subject  to the
satisfaction  of, or  compliance  with,  at or before the  Closing,  each of the
following  conditions  precedent  (each of which is  hereby  acknowledged  to be
inserted for the  exclusive  benefit of the Purchaser and may be waived by it in
whole or in part):

                  (a) Financing. The Purchaser, upon application for appropriate
         financing of the Purchase  Consideration within forty-five (45) days of
         the execution of this Agreement,  shall obtain financing from a banking
         institution  upon  terms  and  conditions  which  in  Purchaser's  sole
         discretion are acceptable to it.

                  (b) Labor Agreements.  The Purchaser shall obtain an extension
         of or  shall  have  renegotiated  the  existing  Collective  Bargaining
         Agreements  with  Teamsters  Locals 406 and 486 covering the drivers of
         Pneumatic,  which extension or  renegotiation  shall be under terms and
         conditions satisfactory to Purchaser in its sole discretion.

                  (c) ISG Hauling Agreement. The Seller shall enter into the Fly
         Ash Hauling  Agreement  with  Purchaser in the form attached  hereto as
         Schedule N.

                  (d) Performance of Obligations. The Seller and Pneumatic shall
         have  performed  or  complied  with,  in all  respects,  all  of  their
         obligations, covenants and agreements hereunder.

                  (e)  Receipt  of  Closing  Documentation.   All  documentation
         relating to the due  authorization  and completion by the Seller of the
         sale and purchase  hereunder of the Purchased  Shares,  and all actions
         and proceedings taken on or prior to the Closing in connection with the
         performance  by  the  Seller  of  its  obligations   pursuant  to  this
         Agreement,  and the documentation  provided to the Purchaser hereunder,
         shall be reasonably  satisfactory to the Purchaser and its counsel, and
         the Purchaser shall have received copies of all such  documentation  or
         other evidence as it may  reasonably  request in order to establish the
         consummation by the Seller of the transactions  contemplated hereby and
         the taking of all proceedings by the Seller in connection  therewith in
         compliance  with these  conditions,  in form (as to  certification  and
         otherwise) and substance reasonably satisfactory to the Purchaser.

                  (f)  Subleases.   Seller  shall  sought  the  consent  of  the
         respective  landlords and have obtained  permission from such landlords
         to enter  into  Subleases  with  Purchaser  for a portion of its leased
         facilities  which would permit the Purchaser to continue to park and/or
         store  a  similar  quantity  of  motor  vehicles  and  equipment  as is
         presently being stored at Muskegon,  Lansing and Erie, Michigan,  which
         subleases shall be in the form of Schedules O, P and Q attached hereto.

                  (g) Consents,  Authorization and Registrations.  All consents,
         approvals,  orders and  authorizations  of any persons or  governmental
         authorities, including courts (or registrations,  declarations, filings
         or recordings  with any such  authorities)  required in connection with
         the  completion  of  any  of  the  transactions  contemplated  by  this
         Agreement,  the  execution  of  this  Agreement,  the  Closing  or  the
         performance of any of the terms and conditions hereof,  shall have been
         obtained  on or before the  Closing  including,  without  limiting  the
         generality of the  foregoing,  any and all consents or approvals to the
         sale of the Purchased Shares to the Purchaser required from any federal
         or state authority having  jurisdiction  over the issuance of operating
         authorities or licenses, unless such consents, orders or authorizations
         are waived by the Purchaser in writing.

                  (h) Directors and Officers of Pneumatic. There shall have been
         delivered to the Purchaser,  on or before the Closing, the resignations
         of  Pneumatic's  Officers and Directors from such  positions,  and duly
         executed  comprehensive  releases  from such  Officers and Directors as
         well as all  non-union  employees of  Pneumatic  of all claims  against
         Pneumatic,  other  than those  arising  as a result of this  Agreement,
         including claims relating to any existing Employment Agreements between
         Pneumatic and any such parties,  which  Employment  Agreements shall be
         canceled as of the Closing.

                  (i)  Preservation  of  Business.  Seller  shall  use its  best
         efforts to preserve the business  organization of Pneumatic  intact, to
         keep  available  to Purchaser  the  services of the present  employees,
         except those referenced hereinbefore,  of Pneumatic and to preserve for
         Purchaser the present  relationships  between Pneumatic on the one hand
         and its suppliers,  customers and others having business relations with
         it, on the other hand.

                  (j) Opinion of  Counsel.  That at  Closing,  Seller's  counsel
         shall give its legal opinion in a form  satisfactory  to Purchaser,  in
         respect to the matters  contained in Sections  3.1, 3.2, 3.3, 3.4, 3.5,
         3.6, 3.10, 3.12 and 3.14.

                  (k) Lien Search.  Seller shall  provide  Purchaser  with a tax
         lien and financing  statement  search,  both  certified to a date later
         than the date of this  Agreement,  in respect to public  records of the
         states of Utah and Michigan for both Seller and Pneumatic.

                  (l)  Purchaser  shall have been given access to and shall have
         conducted  a due  diligence  review of the assets,  business  and legal
         status of Pneumatic satisfactory to it, in it's sole discretion.

         5.2 Seller's Conditions.  The obligations of the Seller to complete the
sale of the Purchased  Shares hereunder shall be subject to the satisfaction of,
or compliance with, at or before the Closing,  each of the following  conditions
precedent (each of which is hereby acknowledged to be inserted for the exclusive
benefit of the Seller and may be waived by it in whole or in part):

                  (a) Existing  Labor Issues.  The Seller shall have resolved to
         its satisfaction any pending grievances, threatened grievances or other
         claims,  arising pursuant to the Collective  Bargaining Agreements with
         Local  Unions  Number  406 and  486 as of the  date  of  Closing  which
         resolution  shall be in the form of  Schedule R hereto and  executed by
         such local unions.

                  (b) Assumption of Collective Bargaining Agreements.  Purchaser
         shall have agreed in writing in the form of Schedule S hereto to assume
         all obligations  pursuant to the Collective  Bargaining  Agreements set
         forth in Schedule M hereto or such agreements, successors as of the day
         after the Closing.

                  (c)  Performance  of  Obligations.  The  Purchaser  shall have
         performed or complied with, in all respects, all its other obligations,
         covenants and agreements hereunder.

                  (d) Receipt of Closing Documents.  All documentation  relating
         to the due  authorization  and  completion by the Purchaser of the sale
         and purchase  hereunder of the  Purchased  Shares,  and all actions and
         proceedings  taken on or prior to the  Closing in  connection  with the
         performance by the Purchaser of its  obligations  under this Agreement,
         shall be reasonably  satisfactory  to the Seller,  and the Seller shall
         have received copies of all such  documentation or other evidence as it
         may  reasonably  request  in order  to  establish  consummation  by the
         Purchaser of the transaction  contemplated  hereby and the taking by it
         of all corporate proceedings in connection therewith in compliance with
         these  conditions,  in form (as to  certification  and  otherwise)  and
         substance reasonably satisfactory to the Seller.

                                   ARTICLE VI

                                 Indemnification

Indemnification. Seller shall defend, indemnify and hold harmless Purchaser, its
directors, officers, shareholders,  successors and assigns, from and against any
and all costs, losses, claims, suits, actions, assessments, diminution in value,
liabilities, fines, penalties, damages (compensatory,  consequential and other),
and expenses (including reasonable legal fees) to the extent resulting from:

                  (a) any inaccuracy and any  misrepresentation or breach of any
         warranty  of the  Seller  contained  in this  Agreement;

                  (b) Seller's failure to perform or observe in full, or to have
         performed in or observed in full, any covenant,  agreement or condition
         to be performed  or observed by the Seller under this  Agreement or any
         documents related to this transaction;

                  (c) Seller shall have no  liability  (for  indemnification  or
         otherwise) with respect to any representation or warranty,  or covenant
         or  obligation  to be performed and complied with prior to the closing,
         unless within a period of two (2) years  following the date of closing,
         Purchaser  notifies  Seller of a claim  specifying the factual basis of
         that claim in reasonable detail.

                                   ARTICLE VII

                             Access and Information

         7.1 Due Diligence. During the period from the date of this Agreement to
Closing, the parties agree:

                  (a) Release of Information. Seller shall or cause Pneumatic to
         provide to Purchaser  and to  Purchaser's  agents full  access,  during
         normal business hours, throughout the period before the Closing, to all
         of Pneumatic's assets,  properties,  books, contracts,  commitments and
         records  and shall  furnish to  Purchaser  during  that  period all the
         information   concerning   Pneumatic's   affairs  that   Purchaser  may
         reasonably request.

                  (b) Confidentiality.  Purchaser acknowledges that, pursuant to
         the right to inspect  Pneumatic's books,  records,  and other documents
         and material, Purchaser may become privy to confidential information of
         Pneumatic,  and that communication of such confidential  information to
         third  parties  (whether  or  not  such  communicated   information  is
         authorized by Purchaser) could injure Pneumatic's business in the event
         that  this  transaction  is not  completed.  Purchaser  agrees  to take
         reasonable  steps to ensure  that  such  information  about  Pneumatic,
         obtained  by  Purchaser,  shall  remain  confidential  and shall not be
         disclosed  or revealed to outside  sources,  and further  agrees not to
         solicit any  customers of Pneumatic  disclosed  from such  confidential
         information.  As  used  in  this  Agreement,  confidential  information
         includes information ordinarily known only to Pneumatic personnel,  and
         information  such as customer  lists,  supplier  lists,  trade secrets,
         channels  of  distribution,   pricing  policy  and  records,  inventory
         records,  and other information  normally understood to be confidential
         or designated as such by Pneumatic.

                                  ARTICLE VIII

                            Covenants of the Parties

         8.1  Conduct of Business  Prior to Closing.  During the period from the
date of this Agreement to Closing, the Seller will cause Pneumatic to:

                  (a) Conduct Business in Ordinary  Course.  Except as otherwise
         contemplated  or  permitted  by  this  Agreement,  or  as  specifically
         authorized  in  writing  by  the  Purchaser,  to  maintain  and  repair
         Pneumatic's  vehicles as set forth on Schedule  A, in  accordance  with
         past  practice  and to conduct its  business in the ordinary and normal
         course thereof with no change from prior accounting  practices and not,
         without the prior written  consent of the Purchaser,  to enter into any
         transaction which, if effected before the date of this Agreement, would
         materially affect the assets or liabilities of Pneumatic.

                  (b)  Insurance.  To  maintain in force  policies of  insurance
         similar to those types of policies  set forth in Schedule H and in such
         amounts presently maintained by Pneumatic.

                  (c) Perform Obligations. To comply with all laws affecting the
         operation of the business of Pneumatic.

                                   ARTICLE IX

                                     General

         9.1 Expenses.  All costs and expenses  (including,  without limitation,
the fees and disbursements of legal counsel and any accountant's or consultants'
fees)  incurred  in  connection   with  this  Agreement  and  the   transactions
contemplated hereby shall be paid by the party incurring same.

         9.2 Records. The Seller agrees at the Closing in turn over to Purchaser
any and all records  including but not limited to corporate minute books,  stock
record  books and tax returns in its  possession  relating to  Pneumatic,  which
records have been in the control of Seller.

         9.3 Time. Time shall be of the essence hereof.

         9.4 Notices.  Any notice or other  writing  required or permitted to be
given  hereunder or for the purposes hereof  (hereinafter  called a "Notice") to
any party shall be  sufficiently  given if delivered  personally,  by recognized
courier  service  or if  transmitted  by  facsimile  or other  form of  recorded
communication  tested prior to transmission to such party with an acknowledgment
of receipt from the recipient:

     In the case of a Notice to the Seller:     ISG Resources, Inc.
                                                Attn:  General Counsel
                                                136 E. South Temple, Suite 1300
                                                Salt Lake City, UT  84111

     In the case of a Notice to Purchaser:      Richard Notestine
                                                P.O. Box 7
                                                Mongo, IN  46771

     with a copy to:                            Bill D. Eberhand, Jr., Esq.
                                                115 South Detroit Street
                                                LaGrange, IN  46761

                                                    and

                                                Richard Schwartz
                                                212 South Main Street
                                                Brooklyn, MI  49230

     with a copy to:                            Philip J. Curtis, Esq.
                                                120 W. Michigan Ave., Ste. 1500
                                                Jackson, MI  49204-0594

     with an additional copy to:                Martin J. Leavitt, Esq.
                                                22375 Haggerty, PO Box 400
                                                Northville, MI  48167

or at such other  address as the Party to whom such writing is to be given shall
have last  notified  the party  giving the same in the manner  provided  in this
Section.  Any notice delivered  personally or by courier service to the Party to
whom it is addressed as hereinbefore provided shall be deemed to have been given
and  received on the day it is so delivered at such  address,  provided  that if
such day is not a business  day,  then the  notice  shall be deemed to have been
given and received on the next following business day. Any notice transmitted by
facsimile  or other form of  recorded  communication  shall be deemed  given and
received on the first business day after its transmission and  acknowledgment of
receipt.

         9.5 Assignment. The purchase of the stock, which is the subject of this
Agreement,  and any rights hereunder,  are assignable by the Purchaser or by the
Seller.  This  Agreement  shall inure to the benefit of and be binding  upon the
Parties and their  respective  successors  (including any successor by reason of
amalgamation of any party), heirs and assigns.

         9.6 Further  Assurances.  The parties  hereto  shall,  with  reasonable
diligence,  do all such things and provide all such reasonable assurances as may
be required to consummate the transactions  contemplated  hereby, and each party
shall provide such further documents or instruments  required by any other party
as may be  reasonably  necessary  or  desirable  to effect  the  purpose of this
Agreement and carry out its provisions, whether before or after the Closing.

         9.7  Counterparts.  This  Agreement  may be  executed by the parties in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts shall together  constitute one and the same
instrument.

         9.8 Severability.  In case any one or more of the provisions  contained
herein shall, for any reason,  be held to be invalid,  illegal or unenforceable,
such holding shall not affect any other  provision of this  Agreement,  but this
Agreement  shall be  construed  as if such  invalid,  illegal  or  unenforceable
provision or provisions had never been contained herein.

         9.9  Governing  Law.  This  Agreement  is  executed  in,  and  shall be
construed in accordance with the laws of the State of Michigan.

         9.10  Entire   Agreement.   This   Agreement  and  any  amendments  and
attachments  hereto  supersedes  any other  agreement,  whether oral or written,
between the parties  hereto  relating to the matters  contemplated  hereby,  and
constitutes the entire agreement between the parties hereto.

         IN WITNESS WHEREOF, this Agreement has been executed as of ________ 10,
1999.

WITNESSED BY:                               SELLER:
________________________                    ISG RESOURCES, INC.


________________________                    By:_____________________________

                                            Its:_____________________________


WITNESSED BY:                               PURCHASER:
________________________                    WEBE ENTERPRISES, LTD.


________________________                    By:_____________________________
                                               Richard Schwartz, President

<PAGE>

                      SCHEDULES TO STOCK PURCHASE AGREEMENT

                           (Pneumatic Trucking, Inc.)

A.   ISG Resources North Central Vehicle Listing as of February 28, 1999.

B.   Opinion of Seller's Counsel.

C.   Certified copy of Amended  Articles of Incorporation as of October 19, 1999
     and Bylaws of Pneumatic Tucking, Inc.

D.   Pneumatic Financial Statements as of December 31, 1998.

E.   Pneumatic Interim Financial Statements as of October 31, 1999.

F.   Unreported and Contingent Liabilities.

G.   Litigation Pending or Threatened.

H.   Pneumatic Intellectual Property.

I.   Pneumatic's Insurance Policies.

J.   Central States Estimate of Withdrawal Liability.

K.   Filed or Threatened Workers' Compensation Claims.

L.   Pneumatic Owned Real Estate.

M.   Pneumatic Leased Real Estate,  Pneumatic Collective  Bargaining  Agreements
     and Benefit Funds.

N.   Participation Agreements.

O.   ISG Hauling Agreement.

P.   Sublease of Michigan Terminal Facility.

Q.   Sublease of Lansing Terminal Facility.

R.   Sublease of Erie Terminal Facility.

S.   Release  of  Seller  of  Claims  or  obligations  arising  from  Collective
     Bargaining Agreements.

T.   Assumption by Purchaser of obligations  arising from Collective  Bargaining
     Agreements.