STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "Agreement") is dated May__ , 1999,
between ISG Resources, Inc., a Utah corporation ("Purchaser"),  and William __ .
Leslie,  an  individual   residing  in  the  state  of  Montana  and  __________
(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  Mineral  Specialties,   Inc.  (the  "Company"),   a  Montana
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
follows:

                                    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 and Additional Purchase Price.

                  1.2.1  The  purchase  price  (the  "Purchase  Price")  for the
Purchased  Stock is $__________  in cash,  subject to adjustment as set forth in
Section 1.2.2 below.

                  1.2.2  Additionally,  the  Purchaser  shall  pay the  Seller a
royalty  of  five  percent  (5%)  (the  "Additional   Purchase  Price")  of  the
Purchaser's  sales of fly ash generated at the Colstrip  facility should the ash
generated at that  facility  become  marketable.  The royalty will be calculated
using  the  F.O.B.  plant  price,  less any  processing  costs  incurred  by the
Purchaser and less any payments  made by the Purchaser to the utility,  and will
be paid for a period of five (5) years from the date on which such sales begin.

                  1.2.3 The Purchase Price will increase dollar for dollar equal
to the amount of increase in the Company's net book value (the "Net Book Value")
(defined as total assets less liabilities)  during the period ___________ 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 Book 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 in  accordance  with GAAP, on a basis
consistent with the Financial Statements.  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 __________________ , or at
such other place as Purchaser and the Sellers  shall  mutually  agree,  at 10:00
A.M.  local time,  on the latest to occur of the  following  dates (the "Closing
Date"):

                  1.3.1 June ___ , 1999;

                  1.3.2  Two  days  after  the  date  on  which  all  conditions
precedent to the closing specified herein are satisfied;

                  1.3.3 Two days after the receipt by  Purchaser  or Seller of a
written termination of the waiting period issued by the Federal Trade Commission
or the United  States  Department of Justice  pursuant to the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended ("HSR"), or the expiration of the
waiting period described therein; or

                  1.3.4 Such other date as the parties shall agree upon.

         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.  If the  Purchaser  agrees with the Seller's
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.  If the  Purchaser  disagrees  with the Sellers'
Calculation,  within  twenty  (20)  days  after  delivery  of the  report by the
independent  accounting  firm referred to in Section  1.2.2,  the Purchaser will
deliver to the Sellers  cash in the amount of the  adjustment  specified  in the
report, if any, absent fraud or clear error.

                                   ARTICLE II

2        REPRESENTATIONS AND WARRANTIES OF THE SELLERS

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

         2.1 Organization and  Qualification.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the state of
Montana 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 the following number
of shares of capital stock:

            ___ shares of common stock, par value $___  per share,
            and ______ shares of preferred stock, par value $____ 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  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,  and other than filings with the Federal Trade
Commission  and the United  States  Department of Justice under HSR, no consent,
approval or action of, filing with or notice to any  Governmental  or Regulatory
Authority  on the part of the Sellers or the  Company is required in  connection
with  the  execution,   delivery  and  performance  of  this  Agreement  or  the
consummation of transactions contemplated herein.

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

         2.8  Financial  Statements.  The  Sellers  have  caused the  Company to
furnish to Purchaser  true and complete  copies of (i) the  unaudited  financial
statements of the Company as of December 31, 1998 and (ii)  unaudited  financial
statements  of the Company for the period  January 1, 1999 through May 31, 1998,
along with the related  statements of operations and cash flows,  accompanied by
the opinions thereon of ____________ , independent certified public accountants,
together with the notes thereto, certified by the chief financial officer of the
Company.  All of these  statements,  opinions,  etc.  (collectively  referred to
herein  as the  "Financial  Statements")  are in  accordance  with the Books and
Records of the Company and fairly and accurately  present the financial position
of the Company as of the dates thereof,  for the periods covered thereby and the
results of  operations  and cash flows of the  Company for the periods set forth
therein,  all in conformity with GAAP, except as specifically noted in the notes
thereto.  Further,  the Sellers  represent  and warrant  that, as of the Closing
Date,  the Net Book Value of the Company shall be at least equal to the Net Book
Value of the Company as of December 31, 1998.

         2.9 Absence of Changes. Since December 31, 1998, 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 December
31, 1998:

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

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

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

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

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

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

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

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

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

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

                  2.9.11  any  transaction  by  the  Company  with  any  of  its
officers,  directors,  stockholders  or  Affiliates,  other than  pursuant  to a
Contract  or  arrangement  in effect  on  December  31,  1998 and  disclosed  to
Purchaser pursuant to Section 2.18.1.8 or other than pursuant to any Contract of
employment and listed pursuant to Section 2.18.1 of the Disclosure Schedule;

                  2.9.12 any  entering  into of an  agreement to do or engage in
any of the foregoing,  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  December  31,  1998  balance  sheet  included  in the  Financial
Statements  or as  disclosed  in Section 2.10 of the  Disclosure  Schedule,  the
Company  has no  Liabilities,  nor are  there  any  Liabilities  relating  to or
affecting the Company or any of its Assets.

         2.11     Taxes.

                  2.11.1  Except as disclosed in Section 2.11 of the  Disclosure
Schedule,  all Tax Returns required to have been filed by or with respect to the
Company 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.
Schedule 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
December 31, 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, 1995. 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, 1995 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, 1995 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.  All Benefit Plans relating to the Company
are  listed  in  Section  2.14 of the  Disclosure  Schedule,  and  copies of all
documentation  relating  to such  Benefit  Plans  have  been  delivered  or made
available to  Purchaser  (including  copies of written  Benefit  Plans,  written
descriptions of oral Benefit Plans, summary plan descriptions, trust agreements,
the  three  most  recent  annual  returns,  employee  communications,   and  IRS
determination  letters).  Except as disclosed in Section 2.14 of the  Disclosure
Schedule:

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

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

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

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

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

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

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

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

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

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

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

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

         2.15     Real Property.

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

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

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

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

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

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

         2.16 Tangible  Personal  Property.  The Company is in possession of and
has good and marketable  title to, or has valid leasehold  interests in or valid
rights under contract to use, all tangible personal property used in the conduct
of its  business,  including  all tangible  personal  property  reflected on the
Financial  Statements and tangible personal property acquired since December 31,
1998 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  (with
paragraph references corresponding to those set forth below) contains a true and
complete list of each of the following Contracts or other arrangements (true and
complete  copies,  or,  if  none,   reasonably  complete  and  accurate  written
descriptions of which,  together with all amendments and supplements thereto and
all waivers of any terms thereof,  have been delivered to Purchaser prior to the
execution of this Agreement), to which the Company is a party or by which any of
its Assets is bound.

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

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

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

                           2.18.1.4 all Contracts  relating to  Indebtedness  of
the Company;

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

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

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

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

                           2.18.1.9 all  collective  bargaining or similar labor
Contracts;

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

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

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

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

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

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

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

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

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

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

         2.20 Insurance. Section 2.20 of the Disclosure Schedule contains a true
and complete list  (including the names of the insurers,  the  expiration  dates
thereof,  the period of time  covered  thereby  and a brief  description  of the
interests insured thereby) of all liability,  property,  workers'  compensation,
directors' and officers'  liability and other  insurance  policies  currently in
effect that  insure the  business,  operations  or  employees  of the Company or
affect or relate to the ownership,  use or operation of any of the Assets of the
Company and that (i) have been issued to the  Company,  or (ii) have been issued
to any Person  (other than the  Company)  for the benefit of the  Company.  Each
policy  listed in Section 2.20 of the  Disclosure  Schedule is valid and binding
and in full force and effect,  all premiums due  thereunder  have been paid when
due and  neither  the  Sellers nor the Company or the Person to whom such policy
has been  issued has  received  any notice of  cancellation  or  termination  in
respect of any such policy or is in default thereunder, and the Company does not
know of any reason or state of facts that could lead to the cancellation of such
policies.  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, 1995.
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, 1995, 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. Except for the Shareholder Debt, (i) there
are no  Liabilities  between  the  Company  and any  current or former  officer,
director,  stockholder,  Affiliate  of the Company or any  Affiliate of any such
officer,  director,  stockholder  or  Affiliate,  and (ii) the Company  does not
provide or cause to be provided any assets,  services or  facilities to any such
current or former officer, director, stockholder or Affiliate.

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

         2.23     Environmental Matters.

                  2.23.1  The  Company  has  obtained  and holds  all  necessary
Environmental Permits.

                  2.23.2 Except as disclosed in Section 2.23.2 of the Disclosure
Schedule,  to the best  knowledge  of the  Sellers  with no duty of  independent
investigation:

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

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

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

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

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

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

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

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

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

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

         2.24  Substantial  Customers  and  Suppliers.  Section  2.24.1  of  the
Disclosure  Schedule lists the ten (10) largest  customers of the Company on the
basis of  revenues  for goods sold or  services  provided  for the twelve  month
period ending December 31, 1998. 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  December 31, 1998.
Except as  disclosed  in  Section  2.24.3  of the  Disclosure  Schedule,  to the
knowledge  of the  Sellers  and the  Company,  no such  customer  or supplier is
insolvent or threatened with bankruptcy or insolvency.

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

         2.26 Other Negotiations; Brokers. Neither the Sellers, nor the Company,
nor any of their  respective  Affiliates (nor any investment  banker,  financial
advisor,  attorney,  accountant or other Person  retained by or acting for or on
behalf of the Sellers or the Company or any such Affiliate) has 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  knowledge,  represents  and  warrants  to the
Sellers as follows:

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

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

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

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

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

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

         3.4 Governmental Approvals and Filings.  Except as disclosed in Section
3.4 of the  Disclosure  Schedule,  other than  filings  with the  Federal  Trade
Commission  and the United  States  Department of Justice under HSR, 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, 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,   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 State of Montana,  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.

                  4.1.2 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.

                  4.1.3 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.

                  4.1.4 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 its best  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's  accountants,  and their  representatives
access to certain contracts, books and records, and all other documents and data
of the Company, other than formulas and manufacturing procedural instructions of
the Company  and  certain  other  documents  and data that the Sellers  will not
disclose until Closing,  such as certain of the vendors of the Company or prices
paid  for  certain  products  connected  with  certain  formulas,  manufacturing
processes,   bagging  operations  and  acrylic  stucco  division  processes  and
operations, as well as employee files and records. Sellers will advise Purchaser
what is not being disclosed as Purchaser's investigation proceeds.

                  4.3.2 From the date of this  Agreement  until the  Termination
Date,  or until the  Closing,  whichever  is earlier,  the  Sellers  will afford
Purchaser,  its employees,  agents and  representatives  full and free access to
certain books and records of the Company as provided in Section 4.3.1 hereof. To
the extent  that any such  books and  records  are not  furnished  to  Purchaser
immediately, the same shall nevertheless be furnished to Purchaser at a mutually
agreeable  time,  not  later  than  one  day  prior  to the  Closing.  Purchaser
acknowledges  that certain of the books and records are highly  confidential and
their  disclosure will not be made except as provided herein due to the Sellers'
confidentiality and proprietary concerns.  Sellers will advise Purchaser what is
not being disclosed as Purchaser's  investigation proceeds. In any event, if any
of this highly confidential 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 highly  confidential  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 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 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  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 ________________ , Esquire, counsel to the Company in connection with
this  Agreement,  dated the Closing Date,  substantially  in the form and to the
effect  of  Exhibit D  hereto,  and to such  further  effect  as  Purchaser  may
reasonably request.

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

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

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

                  5.1.13  Payment  of   Indebtedness.   Purchaser  must  receive
evidence  satisfactory to Purchaser that upon payment of the Purchase Price, (i)
all  Shareholder  Debt will be cancelled or otherwise paid in full, and be of no
further force and effect,  (ii) all other Indebtedness owing by the Company will
be  retired,  released or repaid,  and (iii) the Company has been  conditionally
released from all obligations it has in respect of (i) and (ii) above.

                  5.1.14  No  Adverse  Change.  There  shall  have  occurred  no
material  adverse  change in the business or  condition  of the Company  between
December 31, 1998 and the Closing Date.

                  5.1.15 Inventory.  The silos and tanks at the Corette facility
being  filled with  marketable  fly ash to within 80% of capacity at the time of
the Closing; and

                  5.1.16 Contract Extension.  The Sellers shall obtain, prior to
the  Closing,  an executed  extension of the  contracts  between the Company and
Montana Power & Light and the Company and Montana Dakota Utilities (collectively
the  "Contracts").  The  Contracts  must be extended for a period of at least an
additional  five (5) years,  preferably ten (10),  with  substantially  the same
terms  and  conditions  as  those  in  existence  as of the  execution  of  this
Agreement.  The Montana Power & Light  contract shall provide for a term of five
(5) years from the date that the ash generated at the Colstrip  facility becomes
marketable.

         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 E hereto.

                                   ARTICLE VI

6        TERMINATION

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

                  6.1.1 by Purchaser  or 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 mutual consent of Purchaser and the Sellers; or

                  6.1.4 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 February 28, 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.

                  6.2.1 If this  Agreement is  terminated,  and the  transaction
contemplated  herein is not  consummated,  Purchaser shall not employ any of the
employees  identified in Section  5.1.16  above,  or any of the employees of the
Company  who are  specifically  identified  to the  Purchaser  in writing by the
Company  within ten (10) days  following  cancellation  or  termination  of this
Agreement,  for a period of five (5) years following cancellation or termination
of this  Agreement.  The foregoing  shall  likewise  apply to all subsidiary and
related companies owned or controlled, directly or indirectly, by the Purchaser.

                                   ARTICLE VII

7        INDEMNIFICATION; TAX MATTERS

         7.1      Indemnification.

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

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

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

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

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

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

         7.3      Allocation of Tax Liability.

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

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

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

         7.4      Tax Contests.

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

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

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

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

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

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

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

         7.7      Other Tax Covenants.

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

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

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

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

                                  ARTICLE VIII

8        DEFINITIONS

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

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

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

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

                  "Assets"  of any Person  means all assets  and  properties  of
every kind,  nature,  character and  description,  including  goodwill and other
tangibles,  operated,  owned or leased by such Person,  including  cash and cash
equivalents,   investments,   accounts  and  notes  receivable,  chattel  paper,
documents,   instruments,   real  estate,   equipment,   inventory,   goods  and
intellectual property.

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

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

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

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

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

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

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

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

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

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

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

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

                  "Environmental, Health and Safety Liabilities" means any cost,
damages, expense, liability, obligation, or other responsibility arising from or
under any Environmental Law 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Loss"  means any and all  damages,  fines,  fees,  penalties,
deficiencies,  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. All accounting
terms used herein and not expressly defined herein shall have the meanings given
to them under GAAP.

                  8.2.2 When used herein,  the phrase "to the  knowledge of" any
Person,  "to the best knowledge of" any Person or any similar phrase,  means (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:

Mr. William ___. Leslie
_________________
_________________
_________________

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

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

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

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

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

         9.6 Further Assurances;  Post-Closing Cooperation.  At any time or from
time to time  after the  Closing,  the  Sellers  shall  execute  and  deliver to
Purchaser  such other  documents  and  instruments,  provide such  materials and
information  and take such other actions as Purchaser may reasonably  request to
consummate  the  transactions  contemplated  by this  Agreement and otherwise to
cause each the  Sellers to fulfill its  obligations  under this  Agreement.  The
Sellers shall also,  for a reasonable  period of time (not to exceed ninety (90)
days),  cooperate  with  Purchaser by continuing to provide any welfare  benefit
plan, payroll services plan, operational service, or other service of any nature
being  provided  to the  Company by the Sellers or any  business  entity  owned,
managed or controlled, in any manner, by the Sellers. All of such services shall
be provided at cost, plus ten percent (10%).

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

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

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

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

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

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

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

         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

                                                              WILLIAM __. LESLIE



                                                              ________________
                                                              William __. Leslie

<PAGE>

                                    EXHIBIT B

                              Officer's Certificate

         I, the  undersigned,  the President of Mineral  Specialties,  Inc. (the
"Company"), a Montana corporation, do hereby certify that:

1. This  Certificate is being delivered at the Closing today pursuant to Section
__ of the Stock Purchase Agreement (the "Agreement") dated May __, 1999, between
ISG Resources, Inc., a Utah corporation  ("Purchaser"),  and William __. Leslie,
an  individual  residing in the state of  Montana.  Unless  otherwise  indicated
herein,  capitalized terms used in this Certificate shall have the same meanings
given to them in the Agreement.

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

3. Attached hereto as Exhibit __-2 is a correct and complete copy of the By-Laws
of the Company, as in effect on the date hereof.

4.  Attached  hereto  Exhibit  __-3  is a  correct  and  complete  copy  of  the
Certificates of Good Standing of the Company, as in effect on the date hereof.

5.  Attached  hereto  Exhibit __-4 is a correct and complete list of the persons
that have been duly elected (or appointed), qualified and acting as officers and
directors of the Company (to and including  the date  hereof),  each holding the
respective  offices set forth opposite their names; and the signatures set forth
opposite their names on Exhibit -4 are the genuine signatures of such persons.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
as of the date hereof.

                                            ____________________
                                            By:_________________
                                            President, Mineral Specialties, Inc.


<PAGE>

                                    EXHIBIT C

                      Chief Financial Officer's Certificate

         I, the undersigned, the Chief Financial Officer of Mineral Specialties,
Inc. (the "Company"), a Montana corporation, do hereby certify that:

1. This  Certificate is being delivered at the Closing today pursuant to Section
__ of the Stock Purchase Agreement (the "Agreement") dated May __, 1999, between
ISG Resources, Inc., a Utah corporation  ("Purchaser"),  and William __. Leslie,
an  individual  residing in the state of  Montana.  Unless  otherwise  indicated
herein,  capitalized terms used in this Certificate shall have the same meanings
given to them in the Agreement.

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

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

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

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

6. The  Company's  authorized  capital  stock  consists  of ___ shares of common
stock, all of which are outstanding and owned by the Seller.

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

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
as of the date hereof.

                                       _____________________
                                    By:_____________________
                                    CFO, Mineral Specialties, Inc.

<PAGE>

                                    EXHIBIT D

                               Opinion of Counsel

                             On Counsel's Letterhead

ISG Resources, Inc.
136 East South Temple, Suite 1300
Salt Lake City, Utah  84111

Dear Sirs:

         I have acted as counsel to  _______________  (herein  collectively  the
"Sellers") and Mineral Specialties, Inc., a Montana corporation (the "Company"),
in  connection  with  the  Stock  Purchase  Agreement  dated  May  ,  1999  (the
"Agreement") between ISG Resources, Inc., a Utah corporation ("Purchaser"),  and
the Sellers.  This is the opinion contemplated by section ____ of the Agreement.
All  capitalized  terms  used  in  this  opinion  without  definition  have  the
respective  meanings  give to them in the  Agreement  or the Accord  referred to
below.

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

         Based on the foregoing, our opinion is as follows:

         1. The Agreement is enforceable against the Sellers.

         2. The authorized  capital stock of the company  consists of ___ shares
of  common  stock,  all  of  which  are  outstanding.  Sellers  own  all  of the
outstanding stock of record free and clear of all adverse claims. As a result of
the delivery of  certificates to Purchaser and the payment to Sellers being made
at the Closing, Purchaser is acquiring ownership of all of the outstanding stock
of the company, free and clear of all adverse claims.

         3. The Company is a corporation duly organized, validly existing and in
good standing under the laws of Montana, with full corporate power and authority
to own its properties and to engage in their business as presently  conducted or
contemplated. All of the outstanding shares of capital stock of the Company have
been authorized and validly issued and are paid and  nonassessable  and were not
issued in violation of the preemptive rights or any person.

         4.  Neither  the  execution  and  delivery  of the  Agreement  nor  the
consummation of any or all of the transactions contemplated by the Agreement (a)
breaches or  constitutes  a default  (or an event that,  with notice or lapse of
time or both,  would  constitute a default) under any agreement or commitment to
which the Sellers are parties or (b) violates any statute,  law,  regulation  or
rule, or any judgement, decree or order of any court applicable to the Sellers.

         5.  Neither  the  execution  and  delivery  of the  Agreement  nor  the
consummation of any or all of the transactions contemplated by the agreement (a)
violates any  provision of the  certificate  of  incorporation  or bylaws of the
company,  (b) breaches or constitutes a default (or any event that,  with notice
or lapse of time or both,  would  constitute a default) under, or results in the
termination  of,  or  accelerates  the  performance   required  by,  or  excuses
performance  by any  person  of any of its  obligations  under,  or  causes  the
acceleration  of the maturity of any debt or obligation  pursuant to, or results
in the creation or imposition of any encumbrance  upon any property or assets of
the Company under any agreement or commitment to which the Company is a party or
by which any of the  properties  or assets of the  Company are  subject,  or (c)
violates any statute, law, regulation, or rule, or any judgement decree or order
of any court applicable to the Company.

         6. No consent, approval or authorization of, or declaration,  filing or
registration  with,  any  governmental  body is required in connection  with the
execution,  delivery and performance of the Agreement or the consummation of any
of the transactions contemplated by the Agreement.

         I hereby confirm to you that,  with the exception of the insured claims
reflected on the  Disclosure  Statement,  if any,  there are no  proceedings  or
actions  by or  before  any  court  or  governmental  body  pending  or  overtly
threatened  against or involving the Company or that questions or challenges the
validity  of the  Agreement  or any action  taken or to be taken by the  Company
pursuant to the Agreement or in connection with the transactions contemplated by
the Agreement,  and the Company is not subject to any judgement  order or decree
having prospective effect.

                                           Very truly yours,


<PAGE>

                                    EXHIBIT E

                        Purchaser's Officers' Certificate

  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 E hereto.

         I,  the  undersigned,   the  ________  of  ISG  Resources,   Inc.  (the
"Company"), a Utah corporation, do hereby certify that:

1. This  Certificate is being delivered at the Closing today pursuant to Section
__ of the Stock Purchase Agreement (the "Agreement") dated May __, 1999, between
ISG Resources, Inc., a Utah corporation  ("Purchaser"),  and William __. Leslie,
an  individual  residing in the state of  Montana.  Unless  otherwise  indicated
herein,  capitalized terms used in this Certificate shall have the same meanings
given to them in the Agreement.

2. Attached hereto as Exhibit __-1 is a true copy of the Board Resolution of the
Company with respect to the Agreement.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate
as of the date hereof.

                                            ___________________
                                            By: _______________
                                            ________, ISG Resources, Inc.