STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement  ("Agreement") is made and entered into as of June
2, 1999, by and between ISG  Resources,  a Utah  corporation,  having a business
address  at 136 East  South  Temple,  Suite  1300,  Salt Lake  City,  Utah 84111
("Buyer"),  and Koch  Carbon,  Inc.,  a Kansas  corporation,  having a  business
address at 4111 East 37th Street North, Wichita, Kansas 67220 ("Seller");

RECITALS:

A.   Seller is the sole shareholder of all the issued and outstanding  shares of
     capital  stock of Irvine Fly Ash,  Inc.,  an Ohio  corporation,  having its
     principal business address at 2303 Gilbert Street,  Cincinnati,  Ohio 45206
     (the "Company"); and

B.   Seller desire to sell, and Buyer desire to purchase,  all of the issued and
     outstanding  shares (the  "Shares") of capital stock of the Company for the
     consideration and on the terms set forth in this Agreement.

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
agreements  set  forth  in  this  Agreement  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, agree as follows:

1.   DEFINITIONS

For purposes of this Agreement,  the following terms have the meanings specified
or referred to in this Section 1:

"Adjustment Amount" has the meaning as defined in Section 2.5.

"Affiliated  Group"  shall  mean an  "affiliated  group" as  defined  in Section
1504(a) of the IRC.

"Applicable  Contract" means any Contract (a) under which the Company has or may
acquire any rights, (b) under which the Company has or may become subject to any
obligation or liability,  or (c) by which the Company or any of the assets owned
or used by it is or may become bound.

"Best Efforts"  means the efforts that a prudent person  desirous of achieving a
result would use in similar circumstances to ensure that such result is achieved
as expeditiously as possible.

"Breach" means a breach of a representation,  warranty, covenant, obligation, or
other  provision of this agreement or any instrument  delivered  pursuant to the
Agreement  will be  deemed  to have  occurred  if  there  is or has been (a) any
material  inaccuracy  in or breach  of, or any  material  failure  to perform or
comply with,  such  representation,  warranty,  covenant,  obligation,  or other
provision except to the extent that any such representation, warranty, covenant,
obligation  or  other  provision  may be  limited  or  qualified  by  any  other
representation,  warranty, covenant,  obligation or other provision contained in
the Agreement), or (b) any material claim (by and Person) or other occurrence or
circumstance that is or was materially  inconsistent  with such  representation,
warranty, covenant, claim, occurrence, or circumstance, unless otherwise limited
or qualified as set forth in the Disclosure Letter (as hereinafter defined).

"Buyer" has the meaning as defined in the first paragraph of the Agreement.

"Closing" has the meaning as defined in Section 2.3.

"Closing  Date" means the date and time as of which the Closing  actually  takes
place.

"Company" has the meaning as defined in the Recitals of the Agreement.

"Consent,"  means  any  approval,  consent,   ratification,   waiver,  or  other
authorization (including any Governmental Authorization).

"Contemplated  Transactions" means all of the transactions  contemplated by this
Agreement, including:

(b)  the sale of the Shares by Seller to Buyer;

(c)  the  performance  by Buyer and  Seller of their  respective  covenants  and
     obligations under this Agreement;

(d)  Buyer's  acquisition  and  ownership  of the Shares and exercise of control
     over the Company; and

(e)      the Buyer and Seller  entering into that certain Slag Sale and Purchase
         Agreement  dated as of the Closing  Date,  which shall be duly executed
         and delivered  between the parties in accordance with the form attached
         hereto as Exhibit 2.4(c) and made a part hereof by reference.

"Contract" means any agreement,  contract,  obligation,  promise, or undertaking
(whether  written  or oral and  whether  express  or  implied)  that is  legally
binding.

"Damages" has the meaning as defined in Section 10.2.

"Disclosure  Letter" means the  disclosure  letter  delivered by Seller to Buyer
concurrently with the execution and delivery of the Agreement.

"Encumbrance" means any charge, claim,  community property interest,  condition,
equitable  interest,  lien, option,  pledge,  security interest,  right of first
refusal,  or restriction of any kind,  including any restriction on use, voting,
transfer, receipt of income, or exercise of any other attribute of ownership.

"Environment"  means soil,  land surface or  subsurface  strata,  surface  water
(including navigable waters, ocean waters,  streams, ponds, drainage basins, and
wetlands),  ground-waters,  drinking water supply, stream sediments, ambient air
(including  indoor  air),  plant and animal  life,  and any other  environmental
medium or natural resource.

"Environmental,  Health,  and  Safety  Liabilities"  means  any  cost,  damages,
expense,  liability,  obligation,  or other responsibility arising from or under
Environmental  Law or  Occupational  Safety and Health Law and  consisting of or
relating to:

(b)  any  environmental,  health,  or safety  matters or  conditions  (including
     on-site  contamination,  occupational  safety and health, and regulation of
     chemical substances or products);

(c)  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;

(d)  financial responsibility under Environmental Law or Occupational Safety and
     Health  Law  for  cleanup  costs  or  corrective   action,   including  any
     investigation,  cleanup,  removal,  containment,  or other  remediation  or
     response  actions  ("Cleanup")  required by applicable  Environment  Law or
     Occupational  Safety and Health Law  (whether or not such  Cleanup has been
     required or requested by any Governmental Body or any other Person) and for
     any natural resources damages; or

(e)  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.  ss.  9601 et seq.,  as  amended
("CERCLA").

"Environmental Law" means any Legal Requirement that requires or relates to:

(b)  advising appropriate authorities,  employees, and the public of intended or
     actual  releases  of  pollutants  or  hazardous  substances  or  materials,
     violations  of  discharge  limits,   or  other   prohibitions  and  of  the
     commencements of activities,  such as resource  extraction or construction,
     that could have significant impact on the Environment;

(c)  preventing  or reducing to  acceptable  levels the release of pollutants or
     hazardous substances or materials into the Environment;

(d)  reducing  the  quantities,   preventing  the  release,  or  minimizing  the
     hazardous characteristics of wastes that are generated;

(e)  assuring that products are designed, formulated, packaged, and used so that
     they do not present  unreasonable  risks to human health or the Environment
     when used or disposed of;

(f)  protecting resources, species, or ecological amenities;

(g)  reducing to acceptable  levels the risks inherent in the  transportation of
     hazardous  substances,   pollutants,  oil,  or  other  potentially  harmful
     substances;

(h)  cleaning up pollutants  that have been  released,  preventing the threat of
     release, or paying the costs of such cleanup or prevention; or

(i)  making  responsible  parties pay private  parties,  or groups of them,  for
     damages  done  to  their   health  or  the   Environment,   or   permitting
     self-appointed  representatives  of the  public  interest  to  recover  for
     injuries done to public assets.

"ERISA"  means  the  Employee  Retirement  Income  Security  Act of  1974 or any
successor  law,  and  regulations  and  rules  issued  pursuant  to ERISA or any
successor law.

"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.

"GAAP" means generally accepted United States accounting principles,  applied on
a basis  consistent  with the basis on which the Interim  Balance  Sheet and the
other financial statements referred to in Section 3.4 were prepared.

"Governmental  Authorization"  means any  approval,  consent,  license,  permit,
waiver,  or other  authorization  issued,  granted,  given,  or  otherwise  made
available by or under the authority of any Governmental  Body of pursuant to any
Legal Requirement.

"Governmental Body" means any of the following:

(b)  federal, state, local, municipal, foreign, or other government; or

(c)  governmental or  quasi-governmental  authority of any nature (including any
     governmental agency, branch, department,  official, or entity and any court
     or other tribunal).

"Hazardous Activity" means the distribution, generation, handing, manufacturing,
processing,  production, refinement, Release, storage, transfer, transportation,
treatment,  or use of  Hazardous  Material  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
posses  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,
except the receipt,  handling,  transportation,  disposal and sale of fly ash by
the Company in the Ordinary Course of Business.

"Hazardous Material" means any waste or other substance that is listed, defined,
designated, or classified as hazardous,  radioactive, or toxic or a pollutant or
a  contaminant  under  or  pursuant  to any  Environmental  Law,  including  any
admixture or solution  thereof,  and  specifically  including  petroleum and all
derivatives   thereof  or  synthetic   substitutes   therefor  and  asbestos  or
asbestos-containing  material,  except the  receipt,  handling,  transportation,
disposal and sale of fly ash by the Company in the Ordinary Course of Business.

"Independent Auditor" means KPMG Peat Marwick, LLP

"Intellectual Property Assets" has the meaning as defined in Section 3.22.

"Interim Balance Sheet" has the meaning as defined in Section 3.4.

"IRC" means the Internal Revenue Code of 1986, as amended, or any successor law,
and regulations  issued by the IRS pursuant to the Internal  Revenue Code or any
successor law.

"IRS" means the United States Internal Revenue Service or any successor agency.

"Knowledge"  means  that a  Person  will  be  deemed  to have  "Knowledge"  of a
particular  fact or other matter if any individual who is serving as a director,
officer,  partner,  executor,  or  trustee  of such  Person  (or in any  similar
capacity) is actually aware of such fact or other matter.

"Legal  Requirement" means any federal,  state, local municipal law,  ordinance,
principle of common law, regulation, or statue.

"Occupational  Safety and Health  Law" means any Legal  Requirement  designed to
provide safe and healthful working conditions and to reduce  occupational safety
and health hazards.

"Order"  means  any  award,  decision,  injunction,  judgement,  order,  ruling,
subpoena,  or  verdict  entered,   issued,  made,  or  rendered  by  any  court,
administrative agency, or other Governmental Body or by any arbitrator.

"Ordinary  Course of Business"  means an action taken by a Person will be deemed
to have been taken in the "Ordinary Course of Business" only if:

(b)  such action is  consistent  with the past  practices  of such Person and is
     taken in the ordinary  course of the normal  day-to-day  operations of such
     Person; and

(c)  such action is not required to be  authorized  by the board of directors of
     such  Person  (or by any  Person  or group of  Persons  exercising  similar
     authority) and is not required to be specifically  authorized by the parent
     company (if and) of such person.

"Organizational   Documents"   means  (a)  the   articles  or   certificate   of
incorporation  and the bylaws of the Company,  and (b) any  amendments to any of
the foregoing.

"Person"   means  any   individual,   corporation   (including   any  non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association,  organization, labor union, or other entity
or Governmental Body.

"Plan" has the meaning as defined in Section 3.13.

"Proceeding"  means any  action,  arbitration,  audit,  hearing,  investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.

"Related  Person"  means  with  respect  to a  specified  Person  other  than an
individual:

(b)  any Person that directly or indirectly controls,  is directly or indirectly
     controlled by, or is directly or indirectly  under common control with such
     specified person;

(c)  any Person that holds a Material Interest in such specified Person;

(d)  each  Person  that serves as a director,  officer,  partner,  executor,  or
     trustee of such specified Person (or in a similar capacity);

(e)  any Person in which such specified Person holds a Material Interest; and

(f)  any Person with respect to which such specified  Person serves as a general
     partner of a trustee (or in a similar capacity).

For  purposes  of this  definition,  "Material  Interest"  means  any  direct or
indirect beneficial ownership of voting securities or other voting interest in a
Person or equity securities or other equity interests in a Person.

"Release"  means  any  spilling,  leaking,  emitting,  discharging,  depositing,
escaping,  leaching,  dumping, or other releasing into the Environment,  whether
intentional or unintentional.

"Representative"  means,  with respect to a  particular  Person,  any  director,
officer,  employee, agent, consultant,  advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.

"Seller" has the meaning as defined in the first paragraph of this Agreement.

"Seller' Releases" has the meaning as defined in Section 2.4.

"Shares" has the meaning as defined in the Recitals of this Agreement.

"Subsidiary" means, with respect to any Person (the "Owner"), any corporation or
other Person of which  securities or other interests having the power to elect a
majority of that  corporation's  or other Person's board of directors or similar
governing  body,  or  otherwise  having  the power to direct  the  business  and
policies  of that  corporation  or other  Person are held by the Owner or one or
more of its Subsidiaries;  when used without  reference to a particular  Person,
"Subsidiary" means a Subsidiary of the Company.

"Taxes"  shall mean all taxes,  however  denominated,  including any interest or
penalties  that may become payable in respect  thereof,  imposed by any federal,
state,  local, or foreign  government or any agency or political  subdivision of
any such government,  which taxes shall include, without limiting the generality
of the foregoing,  all income taxes  (including the alternative  minimum tax and
the environmental tax as defined in Section 55 and 59A of the IRC),  payroll and
employee withholding taxes,  occupation taxes, real and personal property taxes,
stamp taxes, transfer taxes,  severance taxes, value added taxes, taxes measured
by or imposed on capital,  levies,  imposts,  duties,  work's compensation,  and
other obligations of the same or similar nature, whether arising before or after
the Closing Date.

"Tax  Return"  means any return  (including  any  information  return),  report,
statement,  schedule,  notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any  Governmental
Body in connection with the determination, assessment, collection, or payment of
any Tax or in connection with the administration, implementation, or enforcement
of or compliance with any Legal Requirement relating to any Tax.

"Threat of Release" means a substantial likelihood of a Release that may require
action in order to prevent or mitigate damage to the Environment that may result
from such Release.

"Threatened" means that a claim,  Proceeding,  dispute,  action, or other matter
will be deemed to have been  "Threatened"  if any demand or  statement  has been
made (orally or in writing) or any notice has been given (orally or in writing),
or if any other event has occurred or any other circumstances  exist, that would
lead a  prudent  Person to  conclude  that  such a claim,  Proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

7.   SALE AND TRASFER OF SHARES; CLOSING

7.1  SHARES

Subject to the terms and  conditions of the  Agreement,  at the Closing,  Seller
will sell, transfer and deliver the Shares to Buyer, and Buyer will purchase the
Shares from Seller.

7.2  PURCHASE PRICE

The purchase price for the Shares will be $6,000,000.00  (the "Purchase Price"),
which shall be increased or decreased  after the Closing Date by the  Adjustment
Amount  determined  in  accordance  with the  provisions of Sections 2.5 and 2.6
hereof.

7.3  CLOSING

The purchase and sale (the  "Closing")  provided for in this Agreement will take
place at the offices of Seller located at 4111 East 37th Street North,  Wichita,
Kansas 67220, at 10:00 a.m. (local time) on or before the 2nd day of June, 1999,
or at such other time and place as the parties may agree in writing.  Subject to
the  provisions  of  Section 9,  failure to  consummate  the  purchase  and sale
provided for in the  Agreement on the date and time and at the place  determined
pursuant to this Section 2.3 will not result in the termination of the Agreement
and will not relieve any party of any obligation under this Agreement.

7.4  CLOSING OBLIGATIONS

At the Closing:

(b)  Seller will deliver to Buyer:

(c)  certificates representing the Shares, duly endorsed (or accompanied by duly
     executed stock powers) for transfer to Buyer;

(ii)

(iii)a certificate  executed by Seller representing and warranting to Buyer each
     of Seller's  representations  and warranties in this Agreement was accurate
     in all  respects  as of the date of this  Agreement  and is accurate in all
     respects as of the Closing Date as if made on the Closing Date (giving full
     effect to any  disclosures  that were delivered by Seller to Buyer prior to
     the Closing Date in accordance with Section 5.5);

(iv)

(v)  a certificate,  dated as of the Closing Date and executed by the Controller
     of the  Seller,  substantially  in the form and to the  effect set forth in
     Exhibit 2.4(iii) hereof;

(vi)

(vii)the  resignation  of all current  officers  and  directors  of the Company,
     effective as of the Closing Date; and

(viii)

(ix) a copy of the Disclosure  Letter,  updated and current  through the Closing
     Date.

(x)

(xi) Buyer will deliver to Seller:

(xii)

(xiii) the amount of the Purchase Price by wire transfer to the bank account
     specified by Seller; and

(xiv)a  certificate  executed by Buyer to the effect  that,  except as otherwise
     stated in such certificate,  each of buyer's representations and warranties
     in the  Agreement  was  accurate  in all  respects  as of the  date  of the
     Agreement and is accurate in all respects as of the Closing Date as if made
     on the Closing Date; and

(o)  Buyer and Koch Oil Marketing,  S.A.,  and affiliate of Seller,  shall enter
     into that certain Slag Sale and Purchase  agreement dated as of the Closing
     Date,  which shall be duly  executed and  delivered  between the parties in
     accordance  with the form attached hereto as Exhibit 2.4(c) and made a part
     hereof by reference

15.1 ADJUSTMENT AMOUNT

The Adjustment Amount (which may be a positive or negative number) will be equal
to (a) any changes in the net assets of the  Company for the period  between the
Interim  Balance  Sheet (as defined in Section  3.4) and the  Closing  Financial
Statements  (as defined in Section 2.6), as determined in accordance  with GAAP,
plus (b) interest on any such  changes in the net assets of the  Company,  which
will be paid in accordance with the applicable provisions of Section 2.6(b).

15.2     ADJUSTMENT PROCEDURE

(b)  within a period of six days after the Closing  Date,  Seller will cause the
     Independent  Auditor to  prepare  and  deliver to Buyer an audited  balance
     sheet and  supporting  footnotes  (_Closing  Financial  Statement")  of the
     Company as of May 31, 1999. If within thirty days following delivery of the
     Closing  Financial  Statements,  Buyer has not given  Seller  notice of its
     objection to the Closing  Financial  Statements (such notice must contain a
     statement  of the basis of Buyer's  objection),  then the net assets of the
     Company  reflected  in the  Closing  Financial  Statements  will be used in
     computing the Adjustment  Amount.  If Buyer gives such notice of objection,
     than the  issues  in  dispute  will be  submitted  to  Ernst & Young,  LLP,
     certified public accountants (the "Accountants"), for resolution. If issues
     in dispute are submitted to the Accountants for resolution,  (i) each party
     will furnish to the  Accountants  such work papers and other  documents and
     information  relating to the disputed issues as the Accountants may request
     and are available to that party (or its  independent  public  accountants),
     and will be afforded  the  opportunity  to present to the  accountants  any
     material  relating to the  determination  and to discuss the  determination
     with the Accountants;  (ii) the  determination  by the Accountants,  as set
     forth in a notice  delivered  to both parties by the  accountants,  will be
     binding and conclusive on the parties,  except for fraud or obvious errors;
     and  (iii)  Buyer  and  Seller  will  each  bear  50%  of the  fees  of the
     Accountants for such determination.

(c)  On  the  tenth  business  day  following  the  final  determination  of the
     Adjustment  Amount, if the Purchase price (as increased or decreased by the
     Adjustment  Amount( is greater  than the payment  made  pursuant to Section
     2.4(b)(i),  Buyer will pay the  difference  to Seller,  and if the Purchase
     price is less than such payment,  Seller will pay the  difference to Buyer.
     All payments  will be made  together with interest at the annual rate of 8%
     compounded  daily  beginning  on the Closing Date and ending on the date of
     payment.  Payments must be made in immediately available funds. Payments to
     Seller must be made in the manner set forth in Section 2.4(b)(i).  Payments
     to Buyer must be made by wire  transfer to such bank  account as Buyer will
     specify.

4.   REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

4.1  ORGANIZATION AND GOOD STANDING

(b)  The Company is a corporation duly organized,  validly existing, and in good
     standing under the laws of the State of Ohio, with full corporate power and
     authority to conduct business as it is now being  conducted,  to own or use
     the  properties  and assets that it purports to own or use,  and to perform
     all its obligations under Applicable Contracts. Except as set forth in Part
     3.1 of the Disclosure  Letter, the Company is duly qualified to do business
     as a foreign  corporation  and is in good  standing  under the laws of each
     state or other  jurisdiction  on which  either the  ownership or use of the
     properties  owned or used by it, or the nature of the activities  conducted
     by it, requires such qualification.

(c)  Seller has delivered to Buyer copies of the Organizational Documents of the
     Company, as currently if effect.

3.1  AUTHORITY; NO CONFLICT

(b)  This Agreement  constitutes  the legal,  valid,  and binding  obligation of
     Seller, enforceable against Seller in accordance with its terms. Seller has
     the absolute and  unrestricted  right,  power,  authority,  and capacity to
     execute and deliver this  Agreement  and to perform its  obligations  under
     this agreement.

(b)  Except  as set  forth in Part 3.2 of the  Disclosure  Letter,  neither  the
     execution  and  delivery  of  this  Agreement  nor  the   consummation   or
     performance  of any of the  Contemplated  Transactions  will,  directly  or
     indirectly (with or without notice or lapse of time):

(i)  contravene, conflict with, or result in a violation of (A) any provision of
     the Organizational  Documents of the Company, or (B) any resolution adopted
     by the board of directors or the stockholders of the Company;

(ii) contravene,  conflict  with,  or  result  in a  violation  of,  or give any
     Governmental  Body or  other  Person  the  right  to  challenge  any of the
     Contemplated  Transactions or to exercise any remedy,  or obtain any relief
     under,  any Legal  Requirement  or any Order to which  the  Company  or the
     Seller, or any of the assets owned or used by the Company, may be subject;

(iii)contravene,  conflict with, or result in a violation of any of the terms or
     requirements  of,  or give  any  Governmental  Body the  right  to  revoke,
     withdraw,   suspend,   cancel,   terminate,  or  modify,  any  Governmental
     Authorization  that is held by the Company or that otherwise relates to the
     business of, or any of the assets owned or used by, the Company;

(iv) contravene,  conflict  with,  or  result  in a  violation  or breach of any
     provision of, or give any Person the right to declare a default or exercise
     any remedy under,  or to accelerate the maturity or  performance  of, or to
     cancel, terminate, or modify, any Applicable Contract; or

(v)  result  in the  imposition  or  creation  of any  Encumbrance  upon or with
     respect to any of the assets owned or used by the Company.

 Except as set forth in Part 3.2 of the  Disclosure  Letter,  neither the Seller
 nor the  Company  is or will be  required  to give any  notice to or obtain any
 Consent from any Person in  connection  with the execution and delivery of this
 Agreement  or the  consummation  or  performance  of  any  of the  Contemplated
 Transactions.

3.3 CAPITALIZATION

The authorized  equity securities of the Company consist of 750 shares of common
 stock,  without par value,  of which 500 shares are issued and  outstanding and
 constitute the Shares. Seller is and will be on the Closing Date the record and
 beneficial owner and holder of the Shares,  free and clear of all Encumbrances.
 No legend or other  reference  to any  purported  Encumbrance  appears upon any
 certificate   representing  equity  securities  of  the  Company.  All  of  the
 outstanding  equity  securities  of the Company have been duly  authorized  and
 validly  issued and are fully paid and  non-assessable.  There are no Contracts
 relating to the issuance,  sale, or transfer of any equity  securities or other
 securities of the Company.  None of the outstanding  equity securities or other
 securities of the Company was issued in violation of any Legal Requirement. The
 Company does not own, or have any Contract to acquire, any equity securities or
 other  securities  of any Person (other than Company) or any direct or indirect
 equity or ownership interest in any other business.

3.4 FINANCIAL STATEMENTS

Seller has  delivered to Buyer an unaudited  balance  sheet of the Company as at
April 30, 1999 (the "Interim Balance Sheet") and the related unaudited statement
of income for the six (6) months then ended.  Such financial  statements  fairly
present the financial  condition and the results of operations of the Company at
the  respective  date of and  for  the  period  referred  to in  such  financial
statements,  all in  accordance  with  GAAP,  subject,  in the  case of  interim
financial  statements,  to normal recurring  yearend  adjustments (the effect of
which will not,  individually or in the aggregate,  be materially adverse);  the
financial  statements  referred to in this  Section  3.4 reflect the  consistent
application  of such  accounting  principles  throughout  the periods  involved,
except as  disclosed  in any notes to such  financial  statements.  No financial
statements  of any Person  other than the  Company  are  required  by GAAP to be
included in the financial statements of the Company.

3.5 BOOKS AND RECORDS

Since November 1, 1997, the books of account,  minute books, stock record books,
and other  records  of the  Company,  all of which have been made  available  to
Buyer,  are complete and correct and have been  maintained  in  accordance  with
sound business  practices,  including the  maintenance of an adequate  system of
internal  controls.  Since  November  1, 1997,  the minute  books of the Company
contain  accurate and complete  records of all meetings  held of, and  corporate
action taken by, the stockholder  and the Board of Directors,  and no meeting of
any such  stockholder or Board of Directors has been held for which minutes have
not been prepared and are not  contained in such minute  books.  At the Closing,
all of those books and records will be in the possession of the Company.

3.6 TITLE TO PROPERTIES; ENCUMBRANCES

(a)  Part 3.6 of the Disclosure  Letter contains a complete and accurate list of
     all real  property,  leaseholds,  or other  interests  therein owned by the
     Company.  Seller has  delivered  or made  available  to Buyer copies of the
     deeds, leases and other instruments by which the Company acquired such real
     property  and  interests,  and  copies  of all  title  insurance  policies,
     opinions, abstracts, and surveys in the possession of Seller or the Company
     and relating to such property or interests. The Company owns (with good and
     marketable title in the case of real property,  subject only to the matters
     permitted by the following sentence) all the properties and assets (whether
     real,  personal,  or mixed and whether  tangible or  intangible)  that they
     purport to own in connection  with the facilities and other assets owned or
     operated by the Company or  reflected  as owned in the books and records of
     the Company,  including all of the properties  and assets  reflected in the
     Interim  Balance  Sheet  (except for assets held under  capitalized  leases
     disclosed  or not  otherwise  required to be  disclosed  in Part 3.6 of the
     Disclosure  Letter and personal property sold since the date of the Interim
     Balance  Sheet  in  the  Ordinary  Course  of  Business),  and  all  of the
     properties and assets purchased or otherwise  acquired by the Company since
     the  date of the  Interim  Balance  Sheet  (except  for  personal  property
     acquired  and sold  since  the  date of the  Interim  Balance  Sheet in the
     Ordinary  Course of  Business)  are  listed  in Part 3.6 of the  Disclosure
     Letter. All material properties and assets reflected in the Interim Balance
     Sheet are free and clear of all  Encumbrances  except,  with respect to all
     such  properties and assets,  (i) mortgages or security  interests shown on
     the Interim Balance Sheet as securing specified liabilities or obligations,
     with  respect to which no default (or event  that,  with notice or lapse of
     time or both,  would  constitute  a  default)  exists,  (ii)  mortgages  or
     security  interests incurred in connection with the purchase of property or
     assets  after the date of the Interim  Balance  Sheet (such  mortgages  and
     security  interests  being  limited to the property or assets so acquired),
     with  respect to which no default (or event  that,  with notice or lapse of
     time or both, would  constitute a default) exists,  (iii) liens for current
     taxes  not  yet  due,  and  (iv)  with  respect  to  real  property,  minor
     imperfections  of title,  if any, none of which is  substantial  in amount,
     materially  detracts  from the  value or  impairs  the use of the  property
     subject thereto, or impairs the operations of the Company,  and zoning laws
     and  other  land  use  restrictions  that  do not  impair  the  present  or
     anticipated use of the property subject thereto.

(b)  The Company has a valid and subsisting leasehold estate in and the right to
     quiet  enjoyment to any 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 Part 3.6 of the
     Disclosure Letter,  there is no, and neither the Seller 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.

3.7 CONDITION AND SUFFICIENCY OF ASSETS
The  equipment of the Company is in good  operating  condition  and repair,  and
adequate for the uses to which it is being put, and none of the  equipment is in
need of  maintenance  or repairs except for ordinary,  routine  maintenance  and
repairs that are not material in nature or cost. The equipment of the Company is
sufficient for the continued conduct of the Company's business after the Closing
in substantially the same manner as conducted prior to the Closing.

3.8 ACCOUNTS RECEIVABLE

All accounts receivable of the Company that are reflected on the Interim Balance
Sheet  or on the  accounting  records  of the  Company  as of the  Closing  Date
(collectively,  the "Accounts  Receivable")  represent or will  represent  valid
obligations  arising from sales actually made or services actually  performed in
the Ordinary  Course of  Business.  Unless paid prior to the Closing  Date,  the
Accounts  Receivable  are  or  will  be as  of  the  Closing  Date  current  and
collectible net of the respective reserves shown on the Interim Balance Sheet or
on the accounting  records of the Company as of the Closing Date (which reserves
are adequate and  calculated  consistent  with past practice and, in the case of
the reserve as of the Closing Date,  will not represent a greater  percentage of
the Accounts Receivable as of the Closing Date than the reserve reflected in the
Interim Balance Sheet represented by the Accounts  Receivable  reflected therein
and will not  represent a material  adverse  change in the  composition  of such
Accounts  Receivable in terms of aging).  Subject to such reserves,  each of the
Accounts  Receivable  either has been or will be collected in full,  without any
setoff,  within  ninety  days  after the day on which it first  becomes  due and
payable.  There is no contest,  claim, or right of setoff, other than returns in
the  Ordinary  Course of  Business,  under any  Contract  with any obligor of an
Accounts  Receivable  relating  to the  amount  or  validity  of  such  Accounts
Receivable.

3.9 INVENTORY

 At the time of Closing,  the business  assets and other property of the Company
 shall not include any inventory of fly ash or any other dry bulk material.

3.10 NO UNDISCLOSED LIABILITIES

 To the  Knowledge  of Seller and the Company,  except as otherwise  provided in
 this  Agreement or as set forth in Part 3.10 of the  Disclosure  Letter (or any
 other part of the  Disclosure  Letter) or as otherwise  included as part of any
 Applicable  Contract  entered  into by the  Company in the  Ordinary  Course of
 Business,  the Company has no  undisclosed  liabilities  or  obligations of any
 nature (whether absolute,  accrued,  contingent, or otherwise),  except for (a)
 liabilities or obligations reflected or reserved against in the Interim Balance
 Sheet  (including  the related  unaudited  statement  of income) or the Closing
 Financial  Statements and (b) liabilities or obligations  otherwise incurred by
 the Company in the Ordinary Course of Business.

3.11 TAXES

(a)  The  Company  has filed or caused to be filed all Tax  Returns  that are or
     were required to be filed pursuant to applicable Legal Requirements, except
     where the  failure to file Tax  Returns  would not have a material  adverse
     effect on the financial condition of the Company.  The Company has paid, or
     made  provision  for the payment of, all Taxes that have or may have become
     due  pursuant  to those  Tax  Returns  or  otherwise,  or  pursuant  to any
     assessment received by Seller or the Company, except such Taxes, if any, as
     are listed in Part 3.11 of the Disclosure Letter and are being contested in
     good faith and as to which  adequate  reserves  have been  provided  in the
     Interim Balance Sheet.

(b)  The United States  federal and state income Tax Returns of the Company have
     been audited by the IRS or relevant state tax  authorities or are closed by
     the  applicable  statute  of  limitations  for all  taxable  years  through
     December 31, 1992. All deficiencies proposed as a result of any such audits
     have been paid,  reserved against,  settled, or are being contested in good
     faith by appropriate  proceedings.  Except as described in Part 3.11 of the
     Disclosure  Letter,  the  Company has not given or been  requested  to give
     waivers or  extensions  (or is or would be subject to a waiver or extension
     given by any other  Person) of any statute of  limitations  relating to the
     payment of Taxes of the Company or for which the Company may be liable.

(c)  The charges, accruals, and reserves with respect to Taxes on the respective
     books of the Company are adequate  and are at least equal to the  Company's
     liability for Taxes.  There exists no proposed tax  assessment  against the
     Company except as disclosed in the Interim Balance Sheet or in Part 3.11 of
     the  Disclosure  Letter.  All Taxes that the Company is or was  required by
     Legal  Requirements  to  withhold  or collect  have been duly  withheld  or
     collected  and,  to the  extent  required,  have  been  paid to the  proper
     Governmental Body or other Person.

(d)  To the  Knowledge of Seller and the Company,  all Tax Returns  filed by (or
     that include on a consolidated  basis) the Company are true,  correct,  and
     complete.  Any tax  sharing  agreement  between  the Seller and the Company
     shall be terminated as of the Closing Date and any such agreement will have
     no further  effect for any taxable year (whether the current year, a future
     year or any past year).

(e)  There are no liens for Taxes  (other than  current  Taxes which are not yet
     due and payable) upon any of the assets or property of the Company.

(f)  The Contemplated  Transactions  described in this Agreement are not subject
     to the tax  withholding  provisions of Subchapter A of Chapter 3 or Section
     3406 of the IRC or any other Legal Requirement.

(g)  All of the  assets or other  property  with  respect  to which the  Company
     claims any  depreciation,  amortization or similar expense for Tax purposes
     is owned by the Company.

(h)  Seller, with the cooperation of Buyer and the Company, shall be responsible
     for the timely filing (taking into account any extensions received from the
     relevant Tax Authorities) of all Returns required by law to be filed by the
     Company for periods  ending on or prior to the Closing Date,  which Returns
     shall be true, correct and complete in all material respects, and all Taxes
     indicated  as due and payable on such Tax Returns  shall be paid or will be
     paid by Seller as and when required by law, except to the extent such Taxes
     have been accrued on the Closing Financial  Statements of the Company as of
     the Closing Date.

(i)  Any Tax refunds  that are  received by Buyer or the Company and any amounts
     credited against taxes to which Buyer or the Company become entitled,  that
     relate to Tax periods or portions  thereof  ending on or before the Closing
     Date, shall be for the account of Seller, and Buyer shall pay to Seller any
     such  refund  or the  amount of any such  refund or the  amount of any such
     credit  within a period of fifteen (15) days after  receipt or  entitlement
     thereto. In addition, to the extent that a claim for refund or a proceeding
     results in a payment or credit against any Tax by a taxing authority to the
     Buyer  or the  Company  of any  amount  accrued  on the  Closing  Financial
     Statements,  the Buyer shall pay such amount to Seller within  fifteen (15)
     days after receipt or entitlement thereto.

(j)  At Seller's  request,  the Buyer will cause the Company to make and/or join
     with the Seller or  Seller's  affiliated  group in making any  election  by
     Seller or Seller's  affiliated  group that does not have a material adverse
     impact on the  Company or Buyer in any Tax  period  following  the  Closing
     Date.

(k)  In order to  appropriately  apportion  any Taxes  relating to a period that
     includes  the Closing  Date,  the Seller and the Buyer will,  to the extent
     permitted by applicable  law, elect with the relevant  taxing  authority to
     treat for all purposes the Closing Date as the last day of a taxable period
     of the Company (a "short  period"),  and such period  shall be treated as a
     Short  Period  and a  period  ending  prior to or on the  Closing  Date for
     purposes of this Agreement.

(l)  In any case where  applicable  law does not permit the Company to treat the
     Closing date as the last day of a Short  Period,  then for purposes of this
     Agreement,  the portion of each Tax that is  attributable  to the Company's
     operations  which would have  qualified as a Short Period if such  election
     had been permitted by applicable law (an "Interim  Period") shall be (A) in
     the case of a Tax  that is not  based on net or  gross  income,  the  total
     amount of such Tax for the period in question multiplied by a fraction, the
     numerator  of which is the number of days in the  Interim  Period,  and the
     denominator of which is the total number of days in such period, and (B) in
     the case of a Tax that is based on net or gross income,  the Tax that would
     be due with  respect to the Interim,  Period if such Interim  Period were a
     Short Period shall be determined based upon an interim closing of the books
     of the Company.

(m)  Seller, at its expense, shall have the exclusive authority to represent the
     Company before the IRS or any other governmental agency or authority or any
     court regarding any Tax Return and/or Taxes paid by the Company for periods
     ending on or before the Closing Date, including, but not limited to (A) the
     exclusive  control of any  response  to any  examination  by the IRS of any
     federal  tax  returns  of the  Seller's  affiliate  group in respect of the
     operation of the Company for such Periods or any  examinations of a unitary
     state return of Seller's  affiliate  group;  and (B) the exclusive  control
     over any  contest of any issue to the extent  included in any return of the
     Seller's affiliated group through final determination,  including,  but not
     limited to, whether and in what forum to conduct such contest,  and whether
     and on what basis to settle such contest.

(n)  Buyer agrees to retain all of the  Company's  records  regarding any of the
     Company's  tax returns  filed by law for all periods  ending on or prior to
     the Closing  Date.  Buyer shall not  destroy any of the  Company's  records
     covering  periods  prior to the  Closing  Date  without  the prior  written
     consent in each instance of the Seller.

(o)  In general,  Seller and Buyer agree to cooperate  with each other and their
     respective  representatives  in a prompt and timely  manner,  in connection
     with the  preparation  and filing of, and any  administrative  or  judicial
     proceeding involving, any Tax return or information filed or required to be
     filed by or for Seller or any member of Seller's  affiliated  group for any
     period  ending on or before the Closing  Date,  or the  Buyer's  affiliated
     group or any member  thereof for any period  ending after the Closing Date,
     with respect to any item or issue  affecting  the property or operations of
     the Company.  Such  cooperation  shall include,  but not be limited to, the
     execution  and delivery to Seller by Buyer or any of its  affiliated  group
     (including  the Company) of any waiver of the statute of limitations or any
     power of attorney required to allow Seller and its counsel to represent the
     Company in any controversy which the Seller shall have the right to control
     pursuant to this Section 3.11,  the prompt and timely filing of appropriate
     claims  for any  refund on IRS Form 1139 (or any  successor  thereto),  and
     making  available to the other parties,  during normal business hours,  all
     books,  records  (including,   but  not  limited  to,  working  papers  and
     schedules) and  information,  officers and employees  (without  substantial
     interruption of employment) reasonably requested and necessary or useful in
     connection with any tax inquiry, audit, investigation,  dispute, litigation
     or any other matter requiring such books, records, information, officers or
     employees  for  any  reasonable   business  purpose.   Notwithstanding  the
     foregoing,  neither  party  shall be  required  to furnish to the other the
     federal income tax returns or drafts thereof (except as otherwise expressly
     provided  in this  Agreement)  of  Seller's  affiliated  group  or  Buyer's
     affiliated  group,  as the case may be, for any  period,  except  that each
     party shall  furnish to the other the  applicable  portions of such returns
     reporting the operations of the Company and the applicable  portions of all
     reports relating to the examination by the IRS or any other federal, state,
     local or foreign  governmental  agency  relating to the examination of such
     returns.

(p)  In order to assist  Seller in complying  with its  obligations  pursuant to
     this Section 3.11,  within 180 days following the Closing Date, Buyer shall
     furnish  to Seller  any  information  that may be  necessary  for Seller to
     prepare a draft federal  income Tax return  reporting the operations of the
     Company for the Short Period.  Such draft return shall be prepared  without
     regard to the items of income, gain, deduction, loss or credit of the other
     members  of the  Seller's  affiliated  group.  All items of  income,  gain,
     deduction,  loss and credit included in such draft return shall be reported
     therein  on a  basis  consistent  with  the  reporting  of such  items  (or
     substantially  similar  items by the  Company in prior  federal  income tax
     returns of  Seller's  affiliated  group),  except to the  extent  otherwise
     required by the IRC or as a result of a change in factual circumstances.

3.12 NO MATERIAL ADVERSE CHANGE

Since the date of the Interim  Balance  Sheet,  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, operations, properties, prospects, assets, or condition
of the Company, and no event has occurred or circumstance exists that may result
in such a material adverse change.

3.13 EMPLOYEE BENEFITS, ETC.

(a)  Subject to the  provisions of Section  3.20,  as of the Closing  Date,  the
     Company  shall  terminate  its  employment  relationship  with  all  of its
     employees  and the Seller shall be  responsible  for (A) the payment of all
     wages,  severance and other remuneration due to such employees with respect
     to their  employment  services for the Company  prior to the Closing  Date,
     including accrued  vacation,  (B) the provision of health plan continuation
     coverage for such  employees in  accordance  with the  requirements  of the
     Consolidated  Omnibus Budget  Reconciliation  Act of 1985, as amended,  and
     Sections  601  through  609 of ERISA  ("COBRA"),  and (C) the  handling  of
     relationships with and any liabilities to such employees as a result of any
     claims,  demands,  suits,  proceedings  and the like  arising  prior to the
     Closing  Date,  or  obligations   triggered  by,  or  resulting  from,  the
     Contemplated  Transactions,  except such  liabilities as may arise from any
     employmentrelated decisions of Buyer with respect to such employees

(b)  As of the Closing Date,  Buyer shall cause the Company to make available to
     the  employees  of the  Company  hired on or after  the  Closing  Date such
     benefit  plans and  programs  as shall be  comparable  to those  offered to
     similarly situated employees of the Company prior to the Closing Date. Such
     employees shall be given credit for all years of service  recognized by the
     Company  under  its  current  employee  benefit  plans  and  other  benefit
     arrangements  for the  purposes  of  determining  eligibility  to  become a
     participant,  including  their vested  interest under any retirement  plan,
     based upon their  recognized  original date of employment with the Company.
     For each such  employee  who was  enrolled in any group  medical and dental
     coverage  offered by the  Company on the  Closing  Date and who  thereafter
     enrolls in any group  medical and dental plan of the Buyer or the  Company,
     the Buyer  shall (A) waive or cause the  Company  to waive any  preexisting
     condition  limitation that might otherwise apply to such employee,  and (B)
     agrees to recognize or cause the Company to recognize  the dollar amount of
     all expenses incurred by such employee during the year in which the Closing
     Date occurs for  purposes  of  satisfying  the  deductibles  and  copayment
     limitations  in accordance  with the terms of such group medical and dental
     plan of the Buyer or the Company.  Seller will cause the Company to provide
     the Buyer with a true and  complete  listing of all amounts so expended and
     such other information as Buyer may reasonably require in order to properly
     administer any provisions of this Section 3.13(a).

(c)  All former Company  employees  hired by Buyer for employment by the Company
     on or after the Closing Date shall be subject to the vacation policy of the
     Buyer or any policy adopted by the Company thereafter, except that (A) such
     employees  shall be given full  vacation  credit for prior years of service
     recognized by the Company prior to the Closing Date,  and (B) the amount of
     annual  vacation to which such  employees  are entitled on the Closing Date
     under the  Company's  vacation  policy  shall not be  reduced  and shall be
     carried  forward  on an annual  basis  until  each such  employee's  annual
     vacation  entitlements  reach a parity  with  such  entitlements  under the
     vacation policy of the Buyer or any such policy  thereafter  adopted by the
     Company.  Seller shall be responsible  for payment to such employees  based
     upon any accrued and earned but unused vacation  entitlements  prior to the
     Closing Date.

(d)  Buyer and Seller hereby acknowledge and agree that this Agreement shall not
     constitute a contract of  employment  or otherwise  between  either  Buyer,
     Seller or the Company and any employee of the  Company,  nor shall any such
     employee be entitled to rely on this Agreement as a basis for any breach of
     contract  claim against  either Buyer,  Seller or the Company.  In no event
     shall Seller have any  liability for the  administration  or payment of any
     benefits due under any employee  benefit  plans  maintained by the Buyer or
     the Company after the Closing Date.

(e)  Pursuant to the Company terminating its employment relationship with all of
     its employees as contemplated under Section 3.13(a), Seller shall cause the
     Company  to comply  with all  applicable  federal,  state  and local  laws,
     ordinances  and  regulations,  including but not limited to the  applicable
     provisions of the Worker Adjustment Retraining and Notification Act.

3.14 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

(a)  Except as set forth in Part 3.14 of the Disclosure Letter:

(i)  to the  Knowledge  of Seller and the Company  since  November 1, 1997,  the
     Company has been in full compliance with each Legal  Requirement that is or
     was  applicable to it or to the conduct or operation of its business or the
     ownership or use of any of its assets;

(ii) to the Knowledge of Seller and the Company since November 1, 1997, no event
     has occurred or  circumstance  exists that (with or without notice or lapse
     of time) may  constitute  or result in a violation  by the Company of, or a
     failure on the part of the Company to comply with,  any Legal  Requirement;
     and

(iv) the Company has not received  since November 1, 1997, any pending notice or
     other communication (whether oral or written) from any Governmental Body or
     any other Person regarding (A) any actual, alleged,  possible, or potential
     violation of, or failure to comply with, any Legal Requirement,  or (B) any
     actual,  alleged,  possible,  or  potential  obligation  on the part of the
     Company  to  undertake,  or to bear all or any  portion of the cost of, any
     remedial action of any nature.

(b)  Except as set forth in Part 3.14 of the Disclosure Letter:

(i)  to the  Knowledge  of Seller and the  Company,  the  Company is, and at all
     times since November 1, 1997, has been in full  compliance  with all of the
     terms  and  requirements  of each  Governmental  Authorization  held by the
     Company;

(ii) to the  Knowledge  of Seller  and the  Company,  no event has  occurred  or
     circumstance  exists  since  November  1,  1997,  that may (with or without
     notice or lapse of time) (A) constitute or result directly or indirectly in
     a violation of or a failure to comply with any term or  requirement  of any
     Governmental  Authorization held by the Company,  or (B) result directly or
     indirectly in the  revocation,  withdrawal,  suspension,  cancellation,  or
     termination of, or any modification to, any Governmental Authorization held
     by the Company;

(iii) the Company has not received at any time since November 1, 1997, any
         notice  or  other  communication  (whether  oral or  written)  from any
         Governmental  Body  or any  other  Person  regarding  (A)  any  actual,
         alleged,  possible, or potential violation of or failure to comply with
         any term or requirement of any Governmental  Authorization  held by the
         Company,  or  (B)  any  actual,   proposed,   possible,   or  potential
         revocation,  withdrawal, suspension,  cancellation,  termination of, or
         modification to any such Governmental Authorization; and

(iv) to the Knowledge of Seller and the Company,  all  applications  required to
     have been filed for the renewal of any Governmental  Authorizations held by
     the  Company  have been duly filed on a timely  basis with the  appropriate
     Governmental  Bodies, and all other filings required to have been made with
     respect to such Governmental Authorizations have been duly made on a timely
     basis with the appropriate Governmental Bodies.

The Governmental  Authorizations held by the Company collectively constitute all
of the Governmental  Authorizations  necessary to permit the Company to lawfully
conduct  and  operate  its  business  in the manner it  currently  conducts  and
operates  such  business  and to permit the Company to own and use its assets in
the manner in which it currently owns and uses such assets.

3.15 LEGAL PROCEEDINGS; ORDERS

(a)  To the  Knowledge  of Seller and the  Company,  except as set forth in Part
     3.15 of the Disclosure Letter, there is no pending Proceeding:

(i)  that has been commenced by or against the Company or that otherwise relates
     to or may affect the  business  of, or any of the assets  owned or used by,
     the Company; or

(ii) that  challenges,  or that may have the  effect  of  preventing,  delaying,
     making  illegal,  or otherwise  interfering  with, any of the  Contemplated
     Transactions.

To the  Knowledge  of  Seller  and  the  Company,  (1) no  Proceeding  has  been
Threatened,  and (2) no event has occurred or circumstance  exists that may give
rise to or serve as a basis for the commencement of any such Proceeding.  Seller
has  delivered  to Buyer  copies  of all  pleadings,  correspondence,  and other
documents  relating  to each  Proceeding  listed in Part 3.15 of the  Disclosure
Letter.  The Proceedings  listed in Part 3.15 of the Disclosure  Letter will not
have a material adverse effect on the business,  operations,  assets, condition,
or prospects of the Company.

(b)  Except as set forth in Part 3.15 of the Disclosure Letter:

(i)  there is no Order to which the Company,  or any of the assets owned or used
     by the Company, is subject;

(ii) the Seller is not subject to any Order that  relates to the business of, or
     any of the assets owned or used by, the Company; and

(iii)to the Knowledge of Seller and the Company,  no officer,  director,  agent,
     or  employee  of the  Company is subject to any Order that  prohibits  such
     officer,  director,  agent,  or employee from engaging in or continuing any
     conduct, activity, or practice relating to the business of the Company.

(c)  To the  Knowledge  of Seller and the  Company,  except as set forth in Part
     3.15 of the Disclosure Letter:

(i)  the Company is, and at all times since  November 1, 1997, has been, in full
     compliance  with all of the terms and  requirements  of each Order to which
     it, or any of the assets owned or used by it, is or has been subject;

(ii) no event has occurred or circumstance  exists that may constitute or result
     in (with or without  notice or lapse of time) a violation  of or failure to
     comply with any term or requirement  of any Order to which the Company,  or
     any of the assets owned or used by the Company, is subject; and

(iii)the  Company has not  received,  at any time since  November  1, 1997,  any
     notice  or  other   communication   (whether  oral  or  written)  from  any
     Governmental  Body or any  other  Person  regarding  any  actual,  alleged,
     possible, or potential violation of, or failure to comply with, any term or
     requirement  of any Order to which the Company,  or any of the assets owned
     or used by the Company, is or has been subject.

3.16 ABSENCE OF CERTAIN CHANGES AND EVENTS

Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the
Interim  Balance  Sheet,  the Company has conducted its  businesses  only in the
Ordinary Course of Business and there has not been any:

(a)  change in the Company's  authorized or issued capital  stock;  grant of any
     stock option or right to purchase  shares of capital  stock of the Company;
     issuance of any security  convertible into such capital stock; grant of any
     registration rights; purchase, redemption, retirement, or other acquisition
     by the Company of any shares of any such capital  stock;  or declaration or
     payment  of any  dividend  or other  distribution  or payment in respect of
     shares of capital stock;

(b)  amendment to the Organizational Documents of the Company;

(c)  payment or  increase  by the  Company of any  bonuses,  salaries,  or other
     compensation  to any  stockholder,  director,  officer,  or  (except in the
     Ordinary  Course  of  Business)  employee  or entry  into  any  employment,
     severance,  or similar  Contract with any director,  officer,  or employee,
     except as  contemplated  under the  respective  employment  contracts  with
     Messrs. James H. Irvine and Lee L. Irvine (the "Employment Contracts");

(d)  adoption of, or increase in the payments to or benefits  under,  any profit
     sharing,  bonus,  deferred  compensation,   savings,  insurance,   pension,
     retirement, or other employee benefit plan for or with any employees of the
     Company, except as contemplated under the respective Employment Contracts;

(e)  damage to or  destruction  or loss of any asset or property of the Company,
     whether or not covered by insurance, materially and adversely affecting the
     properties,  assets,  business,  financial  condition,  or prospects of the
     Company, taken as a whole;

(f)  entry into,  termination of, or receipt of notice of termination of (i) any
     license,  distributorship,  dealer,  sales  representative,  joint venture,
     credit, or similar agreement, except in the Ordinary Course of Business, or
     (ii) any Contract or transaction  involving a total remaining commitment by
     or to the Company of at least  $25,000,  except in the  Ordinary  Course of
     Business;

(g)  sale (other than sales of inventory in the  Ordinary  Course of  Business),
     lease,  or other  disposition  of any asset or  property  of the Company or
     mortgage,  pledge,  or imposition of any lien or other  encumbrance  on any
     material asset or property of the Company,  including the sale,  lease,  or
     other disposition of any of the Intellectual Property Assets;

(h)  cancellation  or waiver of any claims or rights with a value to the Company
     in excess of $50,000;

(i)  material change in the accounting methods used by the Company;

(j)  agreement,  whether  oral  or  written,  by  the  Company  to do any of the
     foregoing,   except  as  contemplated   under  the  respective   Employment
     Contracts;

(k)  transaction by the Company with any of its officers, directors,  employees,
     stockholders or affiliates,  other than pursuant to an Applicable Contract,
     the respective Employment Contracts between the Seller and Messrs. James H.
     Irvine  and Lee L.  Irvine,  or  arrangement  in  effect on the date of the
     Interim Balance Sheet and disclosed to Buyer; or

(l)  entry into of any  agreement  by the  Company to do or engage in any of the
     foregoing, including, without limitation, any merger, sale of substantially
     all the assets or other business  combination  not otherwise  restricted by
     any of the foregoing provisions.

3.17 CONTRACTS; NO DEFAULTS

(a)  To the Knowledge of Seller and the Company,  Part 3.17(a) of the Disclosure
     Letter  contains a complete and accurate  list, and Seller has delivered to
     Buyer true and complete copies, of:

(i)  each Applicable Contract that involves  performance of services or delivery
     of goods or materials by the Company;

(ii) each  Applicable  Contract that was not entered into in the Ordinary Course
     of Business and that involves expenditures or receipts of the Company;

(iii)each  lease,  rental  or  occupancy  agreement,  license,  installment  and
     conditional  sale agreement,  and other Applicable  Contract  affecting the
     ownership  of,  leasing  of,  title to, use of, or any  leasehold  or other
     interest in, any real or personal property;

(iv) each licensing agreement or other Applicable Contract with respect to
         patents,  trademarks,   copyrights,  or  other  intellectual  property,
         including agreements with current or former employees,  consultants, or
         contractors  regarding the appropriation or the nondisclosure of any of
         the Intellectual Property Assets;

(v)  each collective  bargaining  agreement and other Applicable  Contract to or
     with  any  labor  union  or  other  employee  representative  of a group of
     employees;

(vi) each joint venture,  partnership,  and other Applicable  Contract  (however
     named) involving a sharing of profits, losses, costs, or liabilities by the
     Company with any other Person;

(vii)each Applicable  Contract  containing  covenants that in any way purport to
     restrict the  business  activity of the Company or limit the freedom of the
     Company to engage in any line of business or to compete with any Person;

(viii) each Applicable Contract providing for payments to or by any Person based
     on sales, purchases, or profits, other than direct payments for goods;

(ix) each power of attorney that is currently effective and outstanding;

(x)  each Applicable Contract for capital expenditures in excess of $25,000;

(xi) each written  warranty,  guaranty,  and or other similar  undertaking  with
     respect to  contractual  performance  extended by the Company other than in
     the Ordinary Course of Business; and

(xii)each amendment,  supplement,  and modification (whether oral or written) in
     respect of any of the foregoing.

(b)  Except as set forth in Part  3.17(b) of the  Disclosure  Letter,  as of the
     Closing:

(i)  Seller  (and no Related  Person of Seller)  neither has nor may acquire any
     rights  under,  and  Seller  neither  has nor  may  become  subject  to any
     obligation  or liability  under,  any Contract that relates to the business
     of, or any of the assets owned or used by, the Company; and

(ii) No officer,  director,  agent, employee,  consultant,  or contractor of the
     Company is bound by any Contract that purports to limit the ability of such
     officer, director, agent, employee, consultant, or contractor to (A) engage
     in or continue any conduct,  activity, or practice relating to the business
     of the  Company,  or (B) assign to the  Company or to any other  Person any
     rights to any invention, improvement, or discovery.

(c)  To the  Knowledge  of Seller and the  Company,  except as set forth in Part
     3.17(c) of the Disclosure Letter,  each Contract  identified or required to
     be identified in Part 3.17(a) of the Disclosure Letter is in full force and
     effect and is valid and enforceable in accordance with its terms.

(d)  Except as set forth in Part 3.17(d) of the Disclosure Letter:

(i)  to the  Knowledge  of Seller and the  Company,  the  Company is, and at all
     times since  November 1, 1997,  has been, in material  compliance  with all
     applicable  terms and requirements of each Contract under which the Company
     has or had any  obligation  or  liability or by which the Company or any of
     the assets owned or used by the Company is or was bound;

(ii) to the  Knowledge of Seller and the Company,  each other Person that has or
     had any obligation or liability  under any Contract under which the Company
     has or had any rights  is, and at all times  since  November  1, 1997,  has
     been, in material  compliance with all applicable terms and requirements of
     such Contract;

(iii)to the  Knowledge  of Seller  and the  Company,  no event has  occurred  or
     circumstance  exists  that  (with or  without  notice or lapse of time) may
     materially contravene,  conflict with, or result in a material violation or
     breach  of, or give the  Company  or other  Person  the right to  declare a
     default or exercise  any remedy  under,  or to  accelerate  the maturity or
     performance  of,  or  to  cancel,  terminate,  or  modify,  any  Applicable
     Contract; and

(iv) to the Knowledge of Seller and the Company, the Company has not given to or
     received from any other  Person,  at any time since  November 1, 1997,  any
     notice or other  communication  (whether  oral or  written)  regarding  any
     actual, alleged,  possible, or potential violation or breach of, or default
     under, any Contract.

(e)  to the Knowledge of Seller and the Company, there are no renegotiations of,
     attempts to renegotiate,  or outstanding rights to renegotiate any material
     amounts paid or payable to the Company under current or completed Contracts
     with any  Person  and no such  Person  has  made  written  demand  for such
     renegotiation.

(f)  to the Knowledge of Seller and the Company,  the Contracts  relating to the
     sale,  design,  manufacture,  or  provision  of products or services by the
     Company have been entered into in the Ordinary  Course of Business and have
     been  entered into  without the  commission  of any act alone or in concert
     with any other Person, or any  consideration  having been paid or promised,
     that is or would be in violation of any Legal Requirement.

3.18 INSURANCE

It is hereby acknowledged and agreed that the majority of the Company's property
and  liability  exposures  are insured under risk  financing  programs  provided
through the Seller,  which  utilize a  combination  of  selfinsurance  and large
deductibles, as well as other riskfinancing techniques;  therefore, effective as
of the  Closing,  (a)  Seller  shall be  entitled  to cancel and  terminate  all
property  and  liability  insurance  coverage  applicable  to the  property  and
business operations of the Company,  and (b) Buyer and/or the Company shall bear
all risk of loss and liability  accruing from and after the Closing with respect
the property and business operations of the Company.

3.19 ENVIRONMENTAL MATTERS

Except as set forth in part 3.19 of the disclosure letter:

(a)  To the  Knowledge  of Seller and the  Company,  the  Company is, and at all
     times since November 1, 1997, has been in substantial  compliance with, and
     since November 1, 1997,  has not been and is not in material  violation of,
     any applicable  Environmental  Law.  Neither the Seller nor the Company has
     any basis to  expect  any  actual or  Threatened  Order,  notice,  or other
     communication  from (i) any Governmental  Body or private citizen acting in
     the public interest,  or (ii) the current or prior owner or operator of any
     Facilities,  of any actual or potential violation or failure by the Company
     to comply  with any  Environmental  Law,  or of any  actual  or  Threatened
     obligation   of  the  Company  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 an  interest,  or with  respect  to any
     property or Facility at or to which  Hazardous  Materials  were  generated,
     manufactured,   refined,  transferred,   transported,  imported,  used,  or
     processed  by the  Company,  or from which  Hazardous  Materials  have been
     transported, treated, stored, handled, transferred,  disposed, recycled, or
     received by the Company.

(b)  There are no  pending  or, to the  Knowledge  of  Seller  and 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 Company has an interest.

(c)  Neither the Seller nor the Company has any basis to expect,  nor has either
     of them received, any citation, directive, inquiry, notice, Order, summons,
     warning,  or  other  communication  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 alleged, actual, or
     potential  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
     Seller or the Company has an  interest,  or with respect to any property or
     facility to which Hazardous  Materials  generated,  manufactured,  refined,
     transferred,  imported,  used,  or  processed  by  the  Company  have  been
     transported, treated, stored, handled, transferred,  disposed, recycled, or
     received.

(d)  To the  Knowledge  of Seller and the  Company,  neither  the Seller nor the
     Company has any Environmental,  Health, and Safety Liabilities with respect
     to the  Facilities  or with  respect  to any other  properties  and  assets
     (whether real, personal, or mixed) in which the Company has an interest.

(e)  To the  Knowledge  of  Seller  and  the  Company,  there  are no  Hazardous
     Materials  present on the  Facilities,  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. Neither the Company, nor to the
     Knowledge of Seller and the Company,  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 Company has an  interest  except in full  compliance
     with all applicable Environmental Laws.

(f)  To the Knowledge of Seller and the Company,  since November 1, 1997,  there
     has been no Release or, to the Knowledge of Seller and the Company,  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 an  interest,  whether  by
     Seller, the Company, or any other Person.

(g)  Seller has to its Knowledge delivered to Buyer true and complete copies and
     results of any reports,  studies,  analyses, tests, or monitoring possessed
     or initiated by the Company pertaining to Hazardous  Materials or Hazardous
     Activities in, on, or under the Facilities, or concerning compliance by the
     Company with Environmental Laws.

3.20 EMPLOYEES

(a)  Part 3.20 of the Disclosure Letter contains a complete and accurate list of
     the  following  information  for each  employee  (other than  officers  and
     directors) of the Company,  including  each employee on leave of absence or
     layoff status:  name; job title;  current  compensation paid or payable and
     any change in compensation  since November 1, 1997;  vacation accrued;  and
     service  credited for purposes of vesting and  eligibility  to  participate
     under the Company's  pension,  retirement,  profit-sharing,  thriftsavings,
     deferred  compensation,  stock bonus,  stock option,  cash bonus,  employee
     stock ownership,  severance pay, insurance,  medical,  welfare, or vacation
     plan, other Employee Pension Benefit Plan or Employee Welfare Benefit Plan,
     or any other employee benefit plan.

(b)  Except as set forth in the  respective  Employment  Contracts  between  the
     Seller and Messrs.  James H. Irvine and Lee L. Irvine,  or Part 3.20 of the
     Disclosure Letter, to the Knowledge of Seller and the Company,  no employee
     of the Company is a party to, or is  otherwise  bound by, any  agreement or
     arrangement, including any confidentiality, non-competition, or proprietary
     rights  agreement,  between such  employee or director and any other Person
     that in any way adversely affects or will affect (i) the performance of his
     duties as an employee of the Company, or (ii) the ability of the Company to
     conduct its business in the Ordinary Course of Business.

(c)  Part 3.20 of the  Disclosure  Letter also  contains a complete and accurate
     list of the following  information for each retired employee or director of
     the  Company,  or their  dependents,  receiving  benefits or  scheduled  to
     receive  benefits in the future:  name,  pension  benefit,  pension  option
     election,  retiree  medical  insurance  coverage,  retiree  life  insurance
     coverage, and other benefits.

(d)  Buyer may  interview and make offers of employment to each of the employees
     of the  Company,  effective  as of the  Closing  Date.  Any such  offers of
     employment shall be made on substantially the same terms and conditions and
     at  substantially  the same levels of  compensation as exist with each such
     employee  prior to the Closing Date.  On or before the Closing Date,  Buyer
     shall  provide  Seller with a written list of all  employees of the Company
     who have accepted offers from the Buyer for employment by the Company as of
     the Date of Closing.

3.21 LABOR RELATIONS; COMPLIANCE

The  Company  is not a  party  to  any  collective  bargaining  or  other  labor
     Contract.  There has not been, there is not presently  pending or existing,
     and there is not  Threatened,  (a) any strike,  slowdown,  picketing,  work
     stoppage,  or employee  grievance  process,  (b) any Proceeding  against or
     affecting  the  Company  relating  to the  alleged  violation  of any Legal
     Requirement pertaining to labor relations or employment matters,  including
     any charge or  complaint  filed by an employee  or union with the  National
     Labor Relations Board, the Equal Employment Opportunity Commission,  or any
     comparable  Governmental Body,  organizational  activity, or other labor or
     employment dispute against or affecting any the Company or its premises, or
     (c) any application for certification of a collective  bargaining agent. No
     event has occurred or circumstance  exists that could provide the basis for
     any work  stoppage  or other  labor  dispute.  There is no  lockout  of any
     employees  by the  Company,  and no  such  action  is  contemplated  by the
     Company.  To the  Knowledge  of Seller,  the  Company  has  complied in all
     respects  with  all  Legal  Requirements  relating  to  employment,   equal
     employment  opportunity,  nondiscrimination,   immigration,  wages,  hours,
     benefits, collective bargaining, the payment of social security and similar
     taxes,  occupational safety and health, and plant closing. To the Knowledge
     of Seller,  the Company is not liable for the payment of any  compensation,
     damages, taxes, fines, penalties, or other amounts, however designated, for
     failure to comply with any of the foregoing Legal Requirements.

3.22 INTELLECTUAL PROPERTY

(a)  Intellectual  Property  Assets.  With  respect  to the  Company,  the  term
     "Intellectual Property Assets" includes:

(i)  the name Irvine Fly Ash, Inc., all fictional business names, trading names,
     registered and  unregistered  trademarks,  service marks,  and applications
     (collectively, "Marks"); and

(ii) all knowhow,  trade  secrets,  confidential  information,  customer  lists,
     software, technical information, data, process technology, plans, drawings,
     and blue prints (collectively,  "Trade Secrets");  owned, used, or licensed
     by the Company as licensee or licensor.

(b)  KnowHow Necessary for the Business.

(i)  The Intellectual  Property Assets are all those necessary for the operation
     of the Company's business as currently conducted.  The Company is the owner
     of all  right,  title,  and  interest  in and to each  of the  Intellectual
     Property Assets, free and clear of all liens, security interests,  charges,
     encumbrances,  equities, and other adverse claims, and has the right to use
     without payment to a third party all of the Intellectual Property Assets.

(ii) To the Knowledge of Seller and the Company,  no employee of the Company has
     entered into any Contract that  restricts or limits in any way the scope or
     type of work in which the  employee may be engaged or requires the employee
     to transfer,  assign, or disclose information concerning his work to anyone
     other than the Company.

(c)  Trademarks.

(i)  To the Knowledge of Seller and the Company, the Company is the owner of all
     right,  title, and interest in and to each of the Marks,  free and clear of
     all liens, security interests, charges,  encumbrances,  equities, and other
     adverse claims.

(ii) To the  Knowledge  of Seller  and the  Company,  no Mark has been or is now
     involved  in any  opposition,  invalidation,  or  cancellation  and, to the
     Knowledge of Seller,  no such action is Threatened  with the respect to any
     of the Marks.

(iii)To the  Knowledge  of  Seller  and the  Company,  there  is no  potentially
     interfering trademark or trademark application of any third party.

(d)  Trade Secrets.

(i)  To the  Knowledge  of Seller and the  Company,  with  respect to each Trade
     Secret,  the  documentation  relating  to such  Trade  Secret  is  current,
     accurate,  and  sufficient in detail and content to identify and explain it
     and to allow its full and proper use without  reliance on the  knowledge or
     memory of any individual.

(ii) Seller  and the  Company  have  taken  all  reasonable  precautions  in the
     Ordinary  Course of Business to protect the secrecy,  confidentiality,  and
     value of their Trade Secrets.

(iii)To the Knowledge of Seller and the Company,  (A) the Company has good title
     and an  absolute  (but not  necessarily  exclusive)  right to use the Trade
     Secrets,  (B) the Trade  Secrets  are not part of the public  knowledge  or
     literature,  and have not been used,  divulged,  or appropriated either for
     the benefit of any Person  (other than the Company) or to the  detriment of
     the Company, and (C) no Trade Secret is subject to any adverse claim or has
     been challenged or threatened in any way.

3.23  CERTAIN PAYMENTS

To the  Knowledge  of  Seller  and the  Company,  neither  the  Company  nor any
director,  officer,  agent,  or employee  of the  Company,  or any other  Person
associated  with or acting  for or on behalf of the  Company,  has  directly  or
indirectly (a) made any contribution,  gift, bribe,  rebate,  payoff,  influence
payment, kickback, or other payment to any Person, private or public, regardless
of form,  whether  in money,  property,  or  services  (i) to  obtain  favorable
treatment in securing business, (ii) to pay for favorable treatment for business
secured,  (iii) to obtain special concessions or for special concessions already
obtained,  for or in respect of the  Company,  or (iv) in violation of any Legal
Requirement;  or (b)  established  or maintained  any fund or asset that has not
been recorded in the books and records of the Company.

3.24  DISCLOSURE

(a)  To the Knowledge of Seller and the Company,  no  representation or warranty
     of Seller in this Agreement and no statement in the Disclosure Letter omits
     to state a  material  fact  necessary  to make  the  statements  herein  or
     therein,  in light  of the  circumstances  in which  they  were  made,  not
     misleading.

(b)  No notice given  pursuant to Section 5.5 will contain any untrue  statement
     or omit to state a material fact necessary to make the  statements  therein
     or in this  Agreement,  in light of the  circumstances  in which  they were
     made, not misleading.

(c)  There is no fact  known to  Seller  that has  specific  application  to the
     Company  (other than  general  economic or  industry  conditions)  and that
     materially  adversely affects or, as far as Seller can reasonably  foresee,
     materially threatens, the assets, business, prospects, financial condition,
     or results of operations of the Company that has not been set forth in this
     Agreement or the Disclosure Letter.

3.25 RELATIONSHIPS WITH RELATED PERSONS

As of the Closing, neither the Seller nor any Related Person of Seller or of the
Company has any interest in any property (whether real,  personal,  or mixed and
whether  tangible  or  intangible),  used  in or  pertaining  to  the  Company's
business, except that certain Commercial Lease Agreement dated as of November 1,
1997, by and between 2303 Gilbert  Associates,  as Lessor,  and the Company,  as
lessee,  covering  certain  office  facilities  located at 2303 Gilbert  Avenue,
Cincinnati,  Ohio 45206 (the "Office Lease"). Neither the Seller nor any Related
Person of Seller or, to the Knowledge of Seller, of the Company is the owner (of
record or as a beneficial owner) of any equity interest,  or any other financial
or profit  interest in, any Person that has (i) business  dealings or a material
financial  interest in any  transaction  with the Company  other than the Office
Lease or business  dealings or transactions  conducted in the Ordinary Course of
Business  with the  Company at  substantially  prevailing  market  prices and on
substantially  prevailing  market terms, or (ii) engaged in competition with the
Company with  respect to the sale of fly ash or related  services of the Company
(a "Competing  Business") in any market presently served by the Company,  except
for less than one  percent of the  outstanding  capital  stock of any  Competing
Business  that  is  publicly  traded  on  any  recognized  exchange  or  in  the
overthecounter  market.  Except  as set  forth  in Part  3.25 of the  Disclosure
Letter, neither the Seller nor any Related Person of Seller or of the Company is
a party to any Contract with, or has any claim or right against, the Company.

3.26 BROKERS OR FINDERS

Seller and its agents have incurred no  obligation  or liability,  contingent or
otherwise,  for  brokerage  or  finders'  fees or agents'  commissions  or other
similar payment in connection with this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 ORGANIZATION AND GOOD STANDING

Buyer is a corporation duly organized,  validly  existing,  and in good standing
under the laws of the State of Utah.

4.2 AUTHORITY; NO CONFLICT

(a)  This Agreement  constitutes  the legal,  valid,  and binding  obligation of
     Buyer,  enforceable  against Buyer in accordance with its terms.  Buyer has
     the absolute and  unrestricted  right,  power, and authority to execute and
     deliver this Agreement and the related closing documents and to perform its
     obligations  under  this  Agreement  and  the  related  closing  documents,
     respectively.

(b)  Except as set forth in Schedule 4.2,  neither the execution and delivery of
     this Agreement by Buyer nor the  consummation  or performance of any of the
     Contemplated  Transactions  by Buyer  will  give any  Person  the  right to
     prevent,  delay,  or  otherwise  interfere  with  any of  the  Contemplated
     Transactions pursuant to:

(i)  any provision of Buyer's Organizational Documents;

(ii) any  resolution  adopted by the board of directors or the  stockholders  of
     Buyer;

(iii) any Legal Requirement or Order to which Buyer may be subject; or

(iv) any Contract to which Buyer is a party or by which Buyer may be bound.

Except as set forth in  Schedule  4.2,  Buyer is not and will not be required to
obtain any Consent from any Person in connection with the execution and delivery
of this Agreement or the  consummation or performance of any of the Contemplated
Transactions.

4.3 INVESTMENT INTENT

Buyer is  acquiring  the Shares for its own account and not with a view to their
distribution  within the meaning of Section 2(11) of the  Securities Act of 1933
or any successor law, and  regulations  and rules issued pursuant to that Act or
any successor law.

4.4 CERTAIN PROCEEDINGS

There is no pending  Proceeding  that has been commenced  against Buyer and that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise  interfering  with,  any  of  the  Contemplated  Transactions.  To the
Knowledge of Buyer, no such Proceeding has been Threatened.

4.5 BROKERS OR FINDERS

Buyer and its  officers and agents have  incurred no  obligation  or  liability,
contingent or otherwise,  for brokerage or finders' fees or agents'  commissions
or other similar payment in connection with this Agreement.

5. COVENANTS OF SELLER

5.1 ACCESS AND INVESTIGATION

Subject to the terms and  conditions  contained in that certain  Confidentiality
Agreement  dated as of December 9, 1998, by and between Buyer and Seller,  it is
understood  and agreed that between the date of this  Agreement  and the Closing
Date,  without  unreasonable  interference  with the business  operations of the
Company, Seller will, and will cause the Company and its Representatives to, (a)
afford Buyer and its Representatives (collectively, "Buyer's Advisors") full and
free  access  to the  Company's  personnel,  properties,  contracts,  books  and
records,  and other  documents and data, (b) furnish Buyer and Buyer's  Advisors
with  copies of all such  contracts,  books  and  records,  and  other  existing
documents and data  pertaining to the Company as Buyer may  reasonably  request,
and (c)  furnish  Buyer and Buyer's  Advisors  with such  additional  financial,
'operating,  and other data and  information  pertaining to the Company as Buyer
may reasonably request.

5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES

Between the date of this Agreement and the Closing Date,  Seller will, and will
cause the Company to:

(a)  conduct  the  business  of the  Company  only  in the  Ordinary  Course  of
     Business;

(b)  use their Best Efforts to preserve intact the current business organization
     of the  Company,  keep  available  the  services of the  current  officers,
     employees,  and agents of the Company,  and maintain the relations and good
     will with suppliers,  customers,  landlords,  creditors, employees, agents,
     and others having business relationships with the Company;

(c)  confer with Buyer concerning operational matters of a material nature; and

(d)  otherwise  report  periodically  to  Buyer  concerning  the  status  of the
     business, operations, and finances of the Company.

5.3 NEGATIVE COVENANT

Except as otherwise expressly  permitted by this Agreement,  between the date of
this Agreement and the Closing Date, Seller will not, and will cause the Company
not to, without the prior consent of Buyer, take any affirmative action, or fail
to take any  reasonable  action within its control,  as a result of which any of
the changes or events listed in Section 3.16 is likely to occur.

5.4 REQUIRED APPROVALS

As promptly as practicable  after the date of this  Agreement,  Seller will, and
will cause the Company to, make all filings required by Legal Requirements to be
made by them in order to consummate the Contemplated  Transactions.  Between the
date of this  Agreement  and the Closing Date,  Seller will,  and will cause the
Company to, (a) reasonably cooperate with Buyer with respect to all filings that
Buyer elects to make or is required by Legal  Requirements to make in connection
with the Contemplated  Transactions,  and (b) reasonably cooperate with Buyer in
obtaining all consents identified in Schedule 4.2.

5.5 NOTIFICATION

Between  the date of this  Agreement  and the  Closing  Date,  the  Seller  will
promptly  notify Buyer in writing if the Seller or the Company  becomes aware of
any fact or condition  that causes or  constitutes  a material  Breach of any of
Seller's  representations and warranties as of the date of this Agreement, or if
the Seller or the Company becomes aware of the occurrence after the date of this
Agreement of any fact or condition that would (except as expressly  contemplated
by  this  Agreement)   cause  or  constitute  a  material  Breach  of  any  such
representation  or warranty had such  representation or warranty been made as of
the time of occurrence  or discovery of such fact or condition.  Should any such
fact or condition  require any change in the Disclosure Letter if the Disclosure
Letter were dated the date of the  occurrence  or  discovery of any such fact or
condition,  Seller will promptly deliver to Buyer a supplement to the Disclosure
Letter specifying such change.  During the same period, the Seller will promptly
notify Buyer of the occurrence of any material  Breach of any covenant of Seller
in  this  Section  5 or of the  occurrence  of  any  event  that  may  make  the
satisfaction of the conditions in Section 7 impossible or unlikely.

5.6 PAYMENT OF INDEBTEDNESS BY RELATED PERSONS

Except  as  expressly  provided  in  this  Agreement,   Seller  will  cause  all
     indebtedness  owed to the Company by either Seller or any Related Person of
     the Seller to be paid in full prior to Closing.

5.7 NO NEGOTIATION

Until such time, if any, as this Agreement is terminated  pursuant to Section 9,
     Seller will not, and will cause the Company and each of its Representatives
     not  to,  directly  or  indirectly  solicit,  initiate,  or  encourage  any
     inquiries  or  proposals  from,  discuss or  negotiate  with,  provide  any
     nonpublic  information  to,  or  consider  the  merits  of any  unsolicited
     inquiries or proposals  from, any Person (other than Buyer) relating to any
     transaction involving the sale of the business or assets (other than in the
     Ordinary Course of Business) of the Company, or any of the capital stock of
     the Company, or any merger, consolidation, business combination, or similar
     transaction involving the Company.

5.8 BEST EFFORTS

Between the date of this  Agreement  and the Closing  Date,  Seller will use its
     Best Efforts to cause the conditions in Sections 7 and 8 to be satisfied.

5.9 NONCOMPETITION

From and after the Closing Date, Seller agrees that:

(a)  Except as  otherwise  contemplated  under this Section 5.9, for a period of
     two (2) years from the Closing Date (the "Restricted Period"),  the Seller,
     alone or in  conjunction  with any other Person,  or directly or indirectly
     through a Related  Person,  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 its name
     to be used in connection with, or be otherwise connected in any manner with
     any  business or  enterprise  engaged in  providing  services of any nature
     whatsoever related to the management,  disposal,  marketing,  sale or other
     beneficial  reuse of fly ash (the  "Restricted  Business") in the states of
     Ohio, Missouri, Indiana, Kentucky, Tennessee, West Virginia and/or Illinois
     (the "Territory"),  provided that the Restricted Business shall not include
     (i)  the  transportation  or  terminating  of fly  ash or  (ii)  consulting
     services or the sale of flyash  products  (not to exceed  2,000 tons of fly
     ash per year)  related to mixdesign by Seller or any Related  Person within
     the Territory.

(b)  In the event that any petroleum  coke customer of the Seller  requests that
     the Seller,  alone or in conjunction with any other Person,  or directly or
     indirectly  through a Related  Person,  perform  or  provide  any  services
     related  to  the  Restricted  Business  within  the  Territory  during  the
     Restricted Period, the Buyer shall have a right of first refusal to perform
     or provide  the  requested  services.  Once  Seller has secured a bona fide
     offer  from a third  party to  provide  such  services,  then  Seller  will
     promptly  submit in writing the  pertinent  details of such offer to Buyer,
     provided  that Buyer shall then have a period of ten (10)  business days to
     notify  Seller in writing of the exercise of its right of first  refusal in
     accordance with the terms of the thirdparty offer. To the extent that Buyer
     fails to notify  Seller in  writing of the  exercise  of its right of first
     refusal hereunder, then Seller may accept the terms of the thirdparty offer
     without any further duty or  obligation to Buyer as to the  performance  of
     such services in connection with the Restricted Business. The parties agree
     that the intent of this  Section  5.9(b) is to allow the Seller to meet the
     needs of its petroleum coke  customers  while at the sale time honoring the
     provisions of this Agreement. As such, the benefits of any contract between
     the Seller and its coalfired power plant customer related to the Restricted
     Business shall be in the form of a passthrough relationship for the benefit
     of the  Buyer,  and  shall  not  contain  any  markup  or  other  financial
     consideration to the Seller.

(c)  During the Restricted  Period, the Seller shall not directly or indirectly,
     or  through a Related  Person,  (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 (except as provided
     in the respective  Employment  Contracts),  (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  which may cause (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.

(d)  The Seller agrees that the Buyer's remedies at law for any breach or threat
     of  breach  by it of any of the  provisions  of this  Section  5.9  will be
     inadequate, and that, in addition to any other remedy to which Buyer may be
     entitled at law or in equity,  Buyer  shall be  entitled to a temporary  or
     permanent  injunction  or  injunctions  or temporary  restraining  order or
     orders to prevent  breaches of the  provisions  of this  Section 5.9 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  Buyer from  pursuing,  in  addition,  any other
     remedies  available to it for such breach or threatened breach. A waiver by
     the Buyer 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.

(e)  The parties hereto consider the restrictions  contained in this Section 5.9
     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  on  the  Seller's  activities,  the
     provisions  of this  Section  5.9 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 5.9 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.

6. COVENANTS OF BUYER

6.1 APPROVALS OF GOVERNMENTAL BODIES

As promptly as  practicable  after the date of this  Agreement,  Buyer will, and
will cause each of its Related  Persons  to, make all filings  required by Legal
Requirements  to be made by them to consummate  the  Contemplated  Transactions.
Between the date of this  Agreement and the Closing Date,  Buyer will,  and will
cause each Related Person to, (i) reasonably  cooperate with Seller with respect
to all  filings  that  Seller  is  required  by  Legal  Requirements  to make in
connection with the  Contemplated  Transactions,  and (ii) reasonably  cooperate
with Seller in obtaining all consents  identified in Part 3.2 of the  Disclosure
Letter;  provided  that this  Agreement  will not require Buyer to dispose of or
make any change in any portion of its  business or to incur any other  burden to
obtain a Governmental Authorization.

6.2 BEST EFFORTS

Except as set forth in the  proviso to  Section  6.1,  between  the date of this
Agreement  and the Closing  Date,  Buyer will use its Best  Efforts to cause the
conditions in Sections 7 and 8 to be satisfied.

7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Shares and to take the other actions required
to be taken by Buyer at the Closing is subject to the satisfaction,  at or prior
to the Closing, of each of the following  conditions (any of which may be waived
in writing by Buyer, in whole or in part):

7.1 ACCURACY OF REPRESENTATIONS

All of Seller'  representations  and  warranties in this  Agreement  (considered
collectively),  and each of these  representations  and  warranties  (considered
individually),  must have been accurate in all material  respects as of the date
of this  Agreement,  and must be  accurate  in all  material  respects as of the
Closing  Date as if made on the  Closing  Date,  subject  to the  effect  of any
supplement to the Disclosure Letter.

7.2 SELLERS' PERFORMANCE

(a)  All of the covenants and obligations  that Seller is required to perform or
     to  comply  with  pursuant  to this  Agreement  at or prior to the  Closing
     (considered  collectively),  and each of these  covenants  and  obligations
     (considered individually),  must have been duly performed and complied with
     in all material respects.

(b)  Each  document  required to be delivered  pursuant to Section 2.4 must have
     been delivered, and each of the other covenants and obligations in Sections
     5.4 and 5.8 must have been performed and complied with in all respects.

7.3 CONSENTS

Each of the Consents  identified in Part 3.2 of the Disclosure  Letter must have
been obtained and must be in full force and effect.

7.4 ADDITIONAL DOCUMENTS

Each of the following documents must have been delivered to Buyer:

(a)  an opinion of Seller's legal  counsel,  dated the Closing Date, in the form
     of Exhibit 7.4(a);

(b)  such other documents as Buyer may reasonably request for the purpose of (i)
     enabling its counsel to provide the opinion  referred to in Section 8.4(a),
     (ii)  evidencing  the  accuracy  of any  of  Seller's  representations  and
     warranties,  (iii)  evidencing the  performance by either Seller of, or the
     compliance by either Seller with, any covenant or obligation required to be
     performed or complied with by such Seller, (iv) evidencing the satisfaction
     of  any  condition  referred  to  in  this  Section  7,  or  (v)  otherwise
     facilitating  the  consummation  or performance of any of the  Contemplated
     Transactions.

7.5 NO PROCEEDINGS

Since  the  date of this  Agreement,  there  must  not have  been  commenced  or
Threatened  against  Buyer,  or against any Person  affiliated  with Buyer,  any
Proceeding (a) involving any challenge to, or seeking damages or other relief in
connection with, any of the Contemplated Transactions,  or (b) that may have the
effect of preventing,  delaying,  making illegal, or otherwise  interfering with
any of the Contemplated Transactions.

7.6 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS

There must not have been made or  Threatened  by any Person any claim  asserting
that such Person (a) is the holder or the beneficial  owner of, or has the right
to  acquire  or to obtain  beneficial  ownership  of, any stock of, or any other
voting, equity, or ownership interest in, the Company, or (b) is entitled to all
or any portion of the Purchase Price payable for the Shares.

7.7 NO PROHIBITION

Neither  the  consummation  nor  the  performance  of any  of  the  Contemplated
Transactions  will,  directly or indirectly  (with or without notice or lapse of
time),  materially  contravene,  or  conflict  with,  or  result  in a  material
violation of, or cause Buyer or any Person.  affiliated with Buyer to suffer any
material adverse  consequence  under,  (a) any applicable  Legal  Requirement or
Order,  or  (b)  any  Legal  Requirement  or  Order  that  has  been  published,
introduced, or otherwise proposed by or before any Governmental Body.

8. CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE

Seller' obligation to sell the Shares and to take the other actions  required to
     be taken by Seller at the  Closing is subject  to the  satisfaction,  at or
     prior to the Closing, of each of the following conditions (any of which may
     be waived in writing by Seller, in whole or in part):

8.1 ACCURACY OF REPRESENTATIONS

All  of Buyer's  representations  and warranties in this  Agreement  (considered
     collectively), and each of these representations and warranties (considered
     individually),  must have been accurate in all material  respects as of the
     date of this Agreement and must be accurate in all material  respects as of
     the Closing Date as if made on the Closing Date.

8.2 BUYER'S PERFORMANCE

(a)  All of the covenants and  obligations  that Buyer is required to perform or
     to  comply  with  pursuant  to this  Agreement  at or prior to the  Closing
     (considered  collectively),  and each of these  covenants  and  obligations
     (considered  individually),  must have been  performed and complied with in
     all material respects.

(b)  Buyer must have delivered each of the documents required to be delivered by
     Buyer  pursuant  to  Section  2.4 and must  have  paid the  Purchase  Price
     required to be made by Buyer pursuant to Section 2.4(b)(i).

8.3 CONSENTS

Each of the Consents  identified in Part 3.2 of the Disclosure  Letter must have
been obtained and must be in full force and effect.

8.4 ADDITIONAL DOCUMENTS

Buyer must have caused the following documents to be delivered to Seller:

(a)  an opinion of Buyer's legal counsel, dated the Closing Date, in the form of
     Exhibit 8.4(a); and

(b)  such other  documents as Seller may  reasonably  request for the purpose of
     (i) enabling  their  counsel to provide the opinion  referred to in Section
     7.4(a),  (ii) evidencing the accuracy of any  representation or warranty of
     Buyer,  (iii)  evidencing the performance by Buyer of, or the compliance by
     Buyer with, any covenant or obligation required to be performed or complied
     with by Buyer,  (iv) evidencing the satisfaction of any condition  referred
     to in this Section 8, or (v) otherwise facilitating the consummation of any
     of the Contemplated Transactions.

8.5 NO INJUNCTION

There must not be in effect any Legal  Requirement  or any  injunction  or other
Order that (a) prohibits the sale of the Shares by Seller to Buyer,  and (b) has
been adopted or issued,  or has otherwise  become  effective,  since the date of
this Agreement.

9. TERMINATION

9.1 TERMINATION EVENTS

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

(a)  by either  Buyer or Seller if a material  Breach of any  provision  of this
     Agreement  has been  committed  by the other  party and such Breach has not
     been waived;

(b)  (i) by Buyer if any of the  conditions in Section 7 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 Buyer to comply with its
     obligations  under this  Agreement) and Buyer has not waived such condition
     in writing on or before the Closing Date; or (ii) by Seller,  if any of the
     conditions in Section 8 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 Seller to comply with their  obligations  under this
     Agreement)  and Seller  have not  waived  such  condition  in writing on or
     before the Closing Date;

(c)  by mutual consent of Buyer and Seller; or

(d)  by either  Buyer or Seller 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 June
     2, 1999, or such later date as the parties may agree upon.

9.2 EFFECT OF TERMINATION

Each party's right of termination  under Section 9.1 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 9.1, all further obligations of the parties under
this Agreement will terminate, except that the obligations in Sections 11. 1 and
11.3 will survive; provided,  however, that if this Agreement is terminated by a
party  because of the 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  and/or  equitable  remedies  will  survive  such  termination
unimpaired.

10. INDEMNIFICATION; REMEDIES

10.1 SURVIVAL

All representations,  warranties,  covenants, and obligations in this Agreement,
the Disclosure  Letter,  the supplements to the Disclosure Letter, and any other
certificate  or document  delivered  pursuant to this Agreement will survive the
Closing, subject to the provisions of Sections 10.4 and 10.5.

10.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS

Subject to the  provisions of Sections 10.4 and 10.5,  Seller will indemnify and
     hold harmless Buyer,  the Company,  and their  respective  Representatives,
     stockholders,   controlling  persons,  and  affiliates  (collectively,  the
     "Indemnified  Persons")  for, and will pay to the  Indemnified  Persons the
     amount  of,  any  loss,  liability,   claim,  damage,   expense  (including
     reasonable attorneys' fees) (collectively, "Damages"), arising, directly or
     indirectly, from or in connection with:

(a)  any  Breach  of any  representation  or  warranty  made by  Seller  in this
     Agreement (after giving effect to any supplement to the Disclosure Letter),
     the Disclosure  Letter,  the supplements to the Disclosure  Letter,  or any
     other  certificate  or  document  delivered  by  Seller  pursuant  to  this
     Agreement;

(b)  any  Breach  of any  representation  or  warranty  made by  Seller  in this
     Agreement as if such  representation or warranty were made on and as of the
     Closing  Date (after  giving  effect to any  supplement  to the  Disclosure
     Letter),  other  than any such  Breach  that is  expressly  disclosed  in a
     supplement to the Disclosure Letter;

(c)  any Breach by Seller of any covenant or  obligation  of such Seller in this
     Agreement; or

(d)  any claim by any Person for  brokerage or finder's fees or  commissions  or
     similar payments based upon any agreement or understanding  alleged to have
     been made by any such  Person with the Seller or the Company (or any Person
     acting  on  their  behalf)  in  connection  with  any of  the  Contemplated
     Transactions.

10.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER

Buyer will indemnify and hold harmless Seller, and will pay to Seller the amount
of any Damages arising,  directly or indirectly,  from or in connection with (a)
any Breach of any  representation or warranty made by Buyer in this Agreement or
in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach
by Buyer of any covenant or obligation of Buyer in this Agreement, (c) any claim
by any Person for brokerage or finder's fees or commissions or similar  payments
based  upon any  agreement  or  understanding  alleged to have been made by such
Person with Buyer (or any Person acting on its behalf) in connection with any of
the  Contemplated  Transactions,  (d)  any  Environmental,  Health,  and  Safety
Liabilities arising out of or relating to the ownership, operation, or condition
occurring  at any time after the  Closing  Date of the  Facilities  or any other
properties and assets (whether real, personal,  or mixed and whether tangible or
intangible)  in which the Company has an ownership  interest,  or (e) any bodily
injury (including illness,  disability,  and death),  personal injury,  property
damage (including trespass,  nuisance, wrongful eviction, and deprivation of the
use of real  property),  or other  damage  of or to any  Person,  including  any
employee  of  former  employee  of the  Company,  in any way  arising  from  any
Hazardous  Activity  conducted by the Company  after the Closing  Date,  or from
Hazardous  Material  that was  Released  by the  Company  at any time  after the
Closing Date.

10.4 TIME LIMITATIONS

If the Closing  occurs,  Seller will have no liability (for  indemnification  or
otherwise)  with  respect to any  representation  or  warranty,  or  covenant or
obligation to be performed  and complied with prior to the Closing Date,  unless
within a period of two (2) years  following  the Closing  Date,  Buyer  notifies
Seller of a claim  specifying  the  factual  basis of that  claim in  reasonable
detail to the extent then known by Buyer.

10.5 LIMITATIONS ON AMOUNT-SELLER

The  indemnifying  party  shall  not  have  any  liability  or  obligation  (for
indemnification  or  otherwise)  to the  indemnified  party with  respect to the
matters  described  in  Sections  10.2 and 10.3  until the total of all  Damages
incurred by the  indemnified  party with respect to such matters exceeds $75,000
or the limits of any applicable and recoverable  insurance coverage available to
the  indemnified  party,  whichever is greater,  and then only for the amount by
which such  Damages  exceed  $75,000 or the  limits of any such  applicable  and
recoverable insurance coverage, whichever is greater; provided, however, that in
no event shall Seller or any of its  affiliated  entities  have any liability or
obligation under this Agreement,  including but not limited to the provisions of
Section   10.2   hereof,   in  excess  of  Six   Million   and  No/100   Dollars
($6,000,000.00).

10.6 PROCEDURE FOR INDEMNIFICATION-THIRD PARTY CLAIMS

(b)

(c)  Promptly after receipt by an indemnified  party under Sections 10.2 or 10.3
     of  notice  of  the  commencement  of  any  Proceeding   against  it,  such
     indemnified  party will,  if a claim is to be made against an  indemnifying
     party  under such  Section,  give notice to the  indemnifying  party of the
     commencement  of such  claim,  but the  failure to notify the  indemnifying
     party will not relieve the indemnifying  party of any liability that it may
     have to any indemnified  party,  except to the extent that the indemnifying
     party  demonstrates  that the defense of such action is  prejudiced  by the
     indemnified party's failure to give such notice.

(d)

(e)  If  any  Proceeding  referred  to in  Section  10  is  brought  against  an
     indemnified  party  and it gives  notice to the  indemnifying  party of the
     commencement of such Proceeding,  the indemnifying  party will,  unless the
     claim involves Taxes, be entitled to participate in such Proceeding and, to
     the extent  that it wishes  (unless  (i) the  indemnifying  party is also a
     party to such Proceeding and the indemnified party determines in good faith
     that joint representation would be inappropriate,  or (ii) the indemnifying
     party fails to provide reasonable assurance to the indemnified party of its
     financial  capacity to defend such  Proceeding and provide  indemnification
     with respect to such Proceeding),  to assume the defense of such Proceeding
     with counsel  reasonably  satisfactory to the indemnified  party and, after
     notice from the indemnifying party to the indemnified party of its election
     to assume the defense of such Proceeding,  the indemnifying party will not,
     as  long  as  it  diligently  conducts  such  defense,  be  liable  to  the
     indemnified  party under this  Section 10 for any fees of other  counsel or
     any other expenses with respect to the defense of such Proceeding,  in each
     case subsequently  incurred by the indemnified party in connection with the
     defense of such Proceeding.  If the indemnifying  party assumes the defense
     of a Proceeding,  (i) it will be  conclusively  established for purposes of
     this Agreement that the claims made in that Proceeding are within the scope
     of and subject to indemnification; (ii) no compromise or settlement of such
     claims may be effected by the  indemnifying  party without the  indemnified
     party's  consent,  which  consent  shall not be  unreasonably  withheld  or
     delayed,  unless (A) there is no finding or admission  of any  violation of
     Legal  Requirements  or any  violation  of the  rights of any Person and no
     effect on any other claims that may be made against the indemnifying party,
     and (B) the sole relief provided is monetary  damages that are paid in full
     by the  indemnifying  party;  and (iii) the indemnified  party will have no
     liability  with  respect to any  compromise  or  settlement  of such claims
     effected without its consent.  If notice is given to an indemnifying  party
     of the commencement of any Proceeding and the indemnifying  party does not,
     within ten days after the indemnified  party's notice is given, give notice
     to the  indemnified  party of its  election  to assume the  defense of such
     Proceeding,  the indemnifying party will be bound by any determination made
     in  such  Proceeding  or  any  compromise  or  settlement  effected  by the
     indemnified party.

(c)  Notwithstanding  the foregoing,  if an indemnified party determines in good
     faith  that  there  is a  reasonable  probability  that  a  Proceeding  may
     adversely  affect it or its  affiliates  other than as a result of monetary
     damages  for  which it would be  entitled  to  indemnification  under  this
     Agreement,  the indemnified party may, by notice to the indemnifying party,
     assume  the  exclusive  right  to  defend,   compromise,   or  settle  such
     Proceeding,   but  the  indemnifying   party  will  not  be  bound  by  any
     determination  of a Proceeding so defended or any  compromise or settlement
     effected  without its consent  (which may not be  unreasonably  withheld or
     delayed).

(d)  Seller  hereby  consent to the  nonexclusive  jurisdiction  of any court in
     which a Proceeding is brought against any  Indemnified  Person for purposes
     of any claim that an Indemnified  Person may have under this Agreement with
     respect to such Proceeding or the matters alleged therein,  and agrees that
     process  may be served on Seller with  respect to such a claim  anywhere in
     the world.

10.7 PROCEDURE FOR INDEMNIFICATION-OTHER CLAIMS

A claim for  indemnification for any matter not involving a thirdparty claim may
be asserted by notice to the party from whom indemnification is sought.

11. GENERAL PROVISIONS

11.1 EXPENSES

Except as otherwise  expressly  provided in this  Agreement,  each party to this
Agreement  will bear its  respective  expenses  incurred in connection  with the
preparation,  execution,  and performance of this Agreement and the Contemplated
Transactions,  including  all  fees and  expenses  of  agents,  representatives,
counsel,  and  accountants.  Seller  will  cause  the  Company  not to incur any
material  outofpocket  expenses  in  connection  with  this  Agreement,   unless
expressly  approved  in writing by Buyer.  In the event of  termination  of this
Agreement,  the obligation of each party to pay its own expenses will be subject
to any rights of such party  arising from a Breach of this  Agreement by another
party.

11.2 PUBLIC ANNOUNCEMENTS

Any public  announcement or similar  publicity with respect to this Agreement or
the  Contemplated  Transactions  will be issued,  if at all, at such time and in
such manner as Seller  determines.  Unless  consented to in writing by Seller in
advance or required by Legal Requirements, prior to the Closing Buyer shall keep
this  Agreement  strictly  confidential  and may not make any disclosure of this
Agreement  to any  Person.  Seller  and  Buyer  will  consult  with  each  other
concerning the means by which the Company's employees,  customers, and suppliers
and others having dealings with the Company will be informed of the Contemplated
Transactions,  and  Buyer  will  have  the  right  to be  present  for any  such
communication.  Buyer shall have the right to announce  (publicly or  otherwise)
the  acquisition  of the  Company  following  the  Closing  of the  Contemplated
Transactions.

11.3 CONFIDENTIALITY

Without  limitation  of that  certain  Confidentiality  Agreement  dated  as, of
December  9, 1998,  by and  between  Seller and Buyer,  between the date of this
Agreement  and the Closing Date,  Buyer and Seller will maintain in  confidence,
and will cause their respective  directors,  officers,  employees,  agents,  and
advisors to maintain in  confidence,  any written,  oral,  or other  information
obtained in confidence from another party or the Company in connection with this
Agreement  or the  Contemplated  Transactions,  unless (a) such  information  is
already known to such party or to others not bound by a duty of  confidentiality
or such information  becomes publicly  available through no fault of such party,
(b) the use of such information is necessary or appropriate in making any filing
or  obtaining  any  consent or approval  required  for the  consummation  of the
Contemplated  Transactions,  or (c) the furnishing or use of such information is
required  by  or  necessary  or  appropriate   in  Connection   with  any  legal
proceedings.

11.4 NOTICES

All notices,  consents,  waivers,  and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand, (b) sent by telecopier (with written confirmation of receipt), (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service  (receipt  requested),  in each case to the  appropriate  addresses  and
telecopier  numbers set forth below (or to such other  addresses and  telecopier
numbers as a party may designate by notice to the other parties):

Seller:     Koch Carbon, Inc.
            4111 East 37th  Street North
            Wichita, Kansas 67220

            Attention: President

            Facsimile No.: 316/8285046

            with a copy to: Ronald D. Watson, Esq.

            Facsimile No.: 316/8285803

 Buyer:     ISG Resources, Inc.
            136 East South Temple
            Suite 1300
            Sale Lake City, Utah 84111

Attention: Brett A. Hickman, Esq.

Facsimile No.: 801/2369730

11.5 JURISDICTION; SERVICE OF PROCESS

Any action or  proceeding  seeking to enforce any  provision of, or based on any
right arising out of, this  Agreement may be brought  against any of the parties
in the courts of the State of Kansas,  County of Sedgwick,  or, if it has or can
acquire  jurisdiction,  in the  United  States  District  Court for the  Western
District of Kansas, and each of the parties consents to the jurisdiction of such
courts  (and  of the  appropriate  appellate  courts)  in  any  such  action  or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding  referred to in the preceding  sentence may be served on any party
anywhere in the world.

11.6 FURTHER ASSURANCES

The  parties  agree (a) to furnish  upon  request  to each  other  such  further
information,  (b) to execute and deliver to each other such other documents, and
(c) to do such  other acts and  things,  all as the other  party may  reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
documents referred to in this Agreement.

11.7 WAIVER

The rights and remedies of the parties to this  Agreement are cumulative and not
alternative.  Neither the failure nor any delay by any party in  exercising  any
right,  power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege,  and
no single or partial  exercise  of any such  right,  power,  or  privilege  will
preclude any other or further exercise of such right, power, or privilege or the
exercise  of any  other  right,  power,  or  privilege.  To the  maximum  extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents  referred to in this  Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing  signed by the other  party;  (b) no waiver that may be given by a party
will be applicable  except in the specific  instance for which it is given;  and
(c) no notice  to or  demand  on one party  will be deemed to be a waiver of any
obligation  of such  party or of the right of the party  giving  such  notice or
demand to take  further  action  without  notice or demand as  provided  in this
Agreement or the documents referred to in this Agreement.

11.8 ENTIRE AGREEMENT AND MODIFICATION

This Agreement  supersedes all prior agreements between the parties with respect
to its subject matter and constitutes  (along with the documents  referred to in
this Agreement) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject  matter.  This Agreement may not
be amended  except by a written  agreement  executed  by the party to be charged
with the amendment.

11.9 DISCLOSURE LETTER

(a)  The  disclosures  in the  Disclosure  Letter,  and those in any  Supplement
     thereto,  must relate only to the  representations  and  warranties  in the
     Section of this  Agreement  to which they  expressly  relate and not to any
     other representation or warranty in this Agreement.

(b)  In the event of any  inconsistency  between the  statements  in the body of
     this Agreement and those in the Disclosure  Letter (other than an exception
     expressly  set forth as such in the  Disclosure  Letter  with  respect to a
     specifically identified  representation or warranty), the statements in the
     body of this Agreement will control.

11.10 ASSIGNMENTS, SUCCESSORS, AND NO THIRDPARTY RIGHTS

Neither  party may assign any of its rights  under this  Agreement  without  the
prior  consent of the other  parties.  Subject to the preceding  sentence,  this
Agreement  will  apply to, be  binding in all  respects  upon,  and inure to the
benefit  of  the  successors  and  permitted  assigns  of the  parties.  Nothing
expressed or referred to in this  Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable  right,  remedy,
or claim  under or with  respect  to this  Agreement  or any  provision  of this
Agreement.  This  Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.

11.11 SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full  force  and  effect.  Any  provision  of this  Agreement  held  invalid  or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

11.12 SECTION HEADINGS, CONSTRUCTION

The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to "Section"
or "Sections" refer to the corresponding  Section or Sections of this Agreement.
All words  used in this  Agreement  will be  construed  to be of such  gender or
number as the circumstances  require.  Unless otherwise expressly provided,  the
word "including" does not limit the preceding words or terms.

11.13 TIME OF ESSENCE

With  regard to all  dates and time  periods  set forth or  referred  to in this
Agreement, time is of the essence.

11.14 GOVERNING LAW

This  Agreement  will be  governed  by the laws of the State of  Kansas  without
regard to conflicts of laws principles.

11.15 COUNTERPARTS

This Agreement may be executed in one or more  counterparts,  each of which will
be deemed to be an original copy of this Agreement and all of which,  when taken
together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF,  the parties have duly executed and delivered this Agreement
as of the date first written above.

Seller:                                                  Buyer:

Koch Carbon, Inc.                               ISG Resources, Inc.


By:                                                      By:

Name:                                                    Name:


Title:                                                   Title: