EXHIBIT 10.1
                                                                    ------------

                            ASSET PURCHASE AGREEMENT
                            ------------------------

        THIS ASSET PURCHASE AGREEMENT (this "Agreement") dated this 3rd day of
September, 2003 by and among Greystone Plastics, Inc., ("Seller"), an Iowa
corporation, and Greystone Manufacturing, L.L.C., a limited liability company
("Buyer").

                              W I T N E S S E T H:
                               - - - - - - - - - -

        WHEREAS, Seller owns and operates a beverage pallet business out of
facilities located at 28439 Great River Road, Princeton, Iowa 52768 ("the
"Business").

        WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell its business assets (the "Business") to Buyer, subject to the terms and
conditions of this Agreement,

        NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound, agree as
follows:

                                    ARTICLE I
                                PURCHASE AND SALE
                                -----------------

        Section 1.1 Sale of Assets. On the Closing Date, Seller shall sell,
assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from
Seller, free and clear of all liens, encumbrances and adverse claims of any kind
(as defined below), all assets, properties, rights, or claims owned by Seller or
used by Seller in connection with the operation of the Business, of every kind
and description, whether tangible or intangible, real, personal or mixed (the
"Assets") including without limitation the following:

        (a)  All equipment, machinery, furniture, and fixtures;

        (b)  Manufacturing Facility, building and all related real property;

        (c)  All rights to the name "Greystone Plastics, Inc." ("Greystone") and
             all other intangible property of Seller, including without
             limitation, technology, patents, license agreements, trade secrets,
             contract rights, and customer lists; and

        (d)  All raw materials, work-in-process, account receivables (accruing
             after 6:00 a.m., Thursday, September 4, 2003) and other inventory
             of Seller.

        (e)  All licenses, permits, orders, certificates, trademarks, service
             marks, trade names, prospect lists, proprietary information and all
             other intangible property, necessary or incidental to the
             ownership, operation or maintenance of the Business or the Assets;

        (f)  All books and records, customer lists, contract files, software
             programs, supplier lists, invoices, government filings, drawings
             and specifications, and all other documents and information
             relating to the ownership, operation or maintenance of the Business
             or the Assets; and

        (g)  All goodwill associated with the Business.

             Section 1.1.1 Change of Name. In addition to the sale of
intellectual property Greystone Plastics, Inc., agrees to change its name and
file an amendment with the Iowa Secretary of State evidencing same within thirty
(30) days of Closing.
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        Section 1.2 Excluded Assets. Notwithstanding the foregoing, Seller shall
not sell and transfer to Buyer the following assets (the "Excluded Assets"):

        (a)  All of Seller's rights to payment for services performed or
             property sold as existing at the Closing (the "Receivables"); and

        (b)  All currency in the possession of Seller on the Closing Date and
             all of Seller's bank deposits (net of any valid claims against such
             deposits), certificates of deposit, securities and rights to
             payment for credit extended as existing on the Closing Date (the
             "Cash").

        (c)  Seller retains the right to use the name "Greystone Plastics, Inc."
             for trucking purposes only;

        (d)  All finished product made before 6:00 a.m., September 4, 2003; and

        (e)  Notwithstanding Section 1.1, Seller retains the exclusive rights in
             the "Tonya" lawsuit and the "Mel Foster/Eldridge Development"
             lawsuit. Seller shall pay all costs, attorney fees, incurred in
             said lawsuits, and Seller shall be entitled to any judgment in its
             favor and the monetary award resulting from said judgment. Buyer
             shall have no interest or involvement in said law suits since the
             facts of both cases arose prior to this sale.

        Section 1.3 Assumption of Liability. In connection with the acquisition
of the Assets, Buyer shall not assume any debt, expense, liability or obligation
heretofore arising out of the Business or Seller's ownership of the Assets,
except that at the Closing Buyer shall assume and agree to pay, perform or
otherwise discharge the following obligations and liabilities (the "Assumed
Obligations"):

        (a)  Seller's obligations under the Assigned Contracts, but only insofar
             as the performance of such obligations arise after the Closing
             Date.

        Section 1.4 Closing. Closing of the purchase and sale provided for
herein (the "Closing") shall take place at 7:00 p.m., local time, on Wednesday,
September 3, 2003 at the offices of Hall, Estill, Hardwick, Gable, Golden &
Nelson, 320 South Boston Avenue, Suite 400, Tulsa, Oklahoma 74103 or at such
other time, date and place as may be mutually agreed upon in writing by Buyer
and Seller (such time and date being referred to herein as the "Closing Date").

        At the Closing, Seller shall deliver to Buyer the following:

        (a)  duly executed deeds, bills of sale, assignments and other
             instruments of conveyance conveying the Assets to Buyer in such
             form and substance as Buyer shall reasonably request;

        (b)  certified copies of resolutions duly adopted by Seller's Board of
             Directors and shareholders approving this Agreement, any related
             agreements or documents and the sale of the Assets to Buyer as
             contemplated hereby;

        (c)  all tangible Assets; and

        (d)  a certificate of an officer of Seller dated the Closing Date to the
             effect that each of their representations contained herein is true
             and correct as of the Closing Date as if made on and as of the
             Closing Date and that each of them has complied with all covenants
             imposed on it through the Closing Date.

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        At the Closing, Buyer shall deliver to Seller the Purchase Price (as
defined below) in the form of a wire transfer in the amount of $4,250,000 ("Wire
Transfer Payment"), assumption of certain equipment debt owed to US BANCORP in
the amount of approximately $750,000 and a note payable to Bill Hamilton and his
assigns and in the amount of $7.5 million dollars in the form of a Senior
Secured Promissory Note ("Note") and Security Agreement in the amount of $5
million dollars and a Real Estate Note and Mortgage in the amount of $2.5
million dollars as set forth in Schedule 1.4 hereof. The Security Agreement
shall provide the Note holders with a 1st lien/mortgage interest in those assets
listed in Section 1.1(a)(b) hereof. The actual balance of the US BANCORP note
and the wire transfer payment will be adjusted as of the Closing Date.


                                   ARTICLE II
                              PRICE AND ALLOCATION
                              --------------------

        Section 2.1 Purchase Price. The Purchase Price ("Purchase Price") for
the Assets shall be: TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO/100
($12,500,000)[based on $495,000 of inventories which will be counted on the
Closing Date and an adjustment made to the purchase price, up or down] payable
in cash at the Closing.

        Section 2.2 Risk of Loss. The risk of loss or destruction or damage to
any or all of the Assets from any cause whatsoever at all times prior to the
date of Closing, shall be borne by Seller. Subsequent to the date of Closing,
the risk of loss or destruction of or damage to any or all the Assets from any
cause whatsoever shall be borne by Buyer.

        Section 2.3 Allocation of Purchase Price. An allocation of the Purchase
Price in accordance with Section 1060 of the Internal Revenue Code of 1986, as
amended ("Code"), and regulations thereunder, is attached as Schedule 2.3
hereto. After the date of Closing, Seller and Buyer shall each file Form 8594 as
required under Code Section 1060. Seller and Buyer shall prepare their
respective federal, state and local tax returns in a manner consistent with such
allocation.


                                   ARTICLE III
               REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
               ---------------------------------------------------

        Except as specifically set forth on Schedule 3.0 hereto, Seller hereby
represents and warrants to Buyer, and covenants with Buyer, as follows:

        Section 3.1 Corporate Existence; Authority. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Iowa. The execution, delivery and performance of this Agreement by Seller has
been duly authorized by all necessary corporate and other action; and no further
corporate or other action is necessary for Seller to execute and deliver this
Agreement and to consummate and perform its obligations hereunder.

        Section 3.2 Consents. No consent, approval, waiver or authorization of,
or the making of any declaration or filing with, any governmental authority or
any other person is necessary in connection with the execution, delivery or
performance by Seller of this Agreement, including without limitation the
assignment of any contract right of Seller to Buyer, and the consummation of the
transactions contemplated by this Agreement will not require the approval of any
entity or person in order to prevent the breach or termination of any agreement
or other right, privilege, license or agreement of Seller.

        Section 3.3 No Conflicting Agreements. Neither the execution and
delivery of this Agreement by Seller nor the fulfillment of or compliance with
the terms or provisions hereof will:

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        (a)  result in a breach of the terms, conditions or provisions of, or
             constitute a default under, or result in a violation of, (i) the
             Certificate of Incorporation or Bylaws of Seller, or (ii) any other
             agreement, mortgage, lease, license or other instrument or
             obligation to which Seller is a party or by which any of the Assets
             are bound, or (iii) any provision of any applicable law, rule,
             regulation or ordinance or any order, decree, writ or injunction of
             any court, administrative agency or governmental authority by which
             Seller is bound; or

        (b)  result in the creation or imposition of any lien, charge,
             restriction, security interest or encumbrance of any nature
             whatsoever upon the Assets or render void or ineffective the
             execution, delivery or performance of this Agreement or the
             transactions contemplated hereunder.

        Section 3.4 Validity and Binding Effect. Seller has all requisite power
and authority to enter into this Agreement, to sell the Assets to Buyer and to
consummate the transactions contemplated by this Agreement. This Agreement has
been duly executed and delivered by or on behalf of Seller and constitutes the
legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms, except as the same may be limited by insolvency,
bankruptcy or other laws of general application affecting the enforcement of
creditors' rights and by general equitable principles.

        Section 3.5 Creditors and Liabilities. Set forth as Schedule 3.5 hereto
is a true and complete listing of all the creditors and claimants of the Seller
(the "Creditors") together with the amounts owed to each such creditor or
claimant. Seller does not have any liability or obligation of any nature
(whether absolute, accrued, contingent or otherwise), and will likewise at the
Closing have no liabilities or obligations except for those liabilities or
obligations set forth on said Schedule 3.5. Seller shall promptly pay, perform
and discharge all liabilities or obligations of Seller of any nature (whether
absolute, accrued, contingent or otherwise) other than the Assumed Obligations.

        Section 3.6 Taxes. All federal, state, county, local and foreign taxes,
including without limitation income, gross receipts, excise, import, ad valorem,
property, franchise, license, sales, use, payroll, severance and windfall
profits taxes, including any penalty, addition to tax, interest, assessment or
other charge imposed thereon (collectively, "Taxes"), due and payable by Seller
related to the Business for any period ending prior to the Closing Date have
been paid in full. There are no federal, state or local tax liens upon any
Assets. All returns and reports of Taxes required to be filed by or with respect
to Seller prior to the Closing Date have been filed and all Taxes due as shown
thereon have been paid. No issues have been raised (or are currently pending) by
any governmental authority in connection with any of such returns or reports. In
the event that there is an extension of the filing date of any return or report
of Taxes disclosed (or which should have been disclosed) on Schedule 3.0 hereto,
Seller shall timely file or cause to be filed all such returns contemplated by
such extension and pay all Taxes due as shown thereon. No waivers of statutes of
limitations as to any tax matters have been given or requested with respect to
Seller.

        Section 3.7 Records. All books of account and other records of Seller
related to the Business are complete and correct in all material respects, and
there have been no transactions involving the Business which properly should
have been set forth therein and which have not been accurately so set forth.

        Section 3.8 Compliance with Applicable Law. Seller is in full compliance
with every applicable law, rule, regulation, ordinance, license, permit and
other governmental action and authority and every order, writ, and decree of

                                       -4-
<PAGE>
every court, administrative agency or other governmental authority in connection
with the ownership, operation and maintenance of its Assets and the Business. No
violation exists in respect of any such governmental authorization; no claim or
proceeding is pending or threatened against Seller with respect thereto; and
there is no basis known to Seller after due investigation for any such claim or
proceeding.

        Section 3.9 Litigation. There are no claims, actions, proceedings,
orders or investigations before any court or governmental or other regulatory or
administrative agency or commission pending or threatened against Seller related
to the Business. There is no valid basis for the assertion of any claim for
damages of any kind against Seller relating to a product manufactured or sold by
Seller related to the Business. Seller is not in default with respect to any
judgment, order, writ, injunction, decree, or award from any court or other
governmental instrumentality or arbitrator having jurisdiction over Seller.
Seller is not in default with respect to any rule or regulation of any
governmental department or other instrumentality having jurisdiction over
Seller.

        Section 3.10 Employee Matters. Seller is in full compliance with all
laws relating to the employment of labor, including without limitation
provisions thereof relating to wages, hours, equal opportunity and the payment
of Social Security and other Taxes, and is not engaged in any unfair labor
practice. Seller is not aware of any union organization effort, strike,
walk-out, boycott, slow-down, sick-out, work-stoppage or similar labor relations
problem relating to the business of Seller. Set forth on Schedule 3.10 is a list
of all director, officer or employee retirement, welfare or other benefit plans,
agreements, practices, programs or arrangements of Seller in which employees of
the Business participate.

        Section 3.11 Patents, Copyrights, Trademarks, Etc. There are no patents,
trademarks, service marks, trade names, copyrights, know-how, processes, trade
secrets and other intangible assets which are necessary for the conduct of the
Business. The present conduct of the Business does not conflict with, infringe
upon or violate the patents, trademarks, servicemarks, trade names, copyrights,
know-how, processes, or trade secrets or other intangible assets of any other
person or entity, and Seller has not received any notice of any infringement
thereof.

        Section 3.12 Transactions Pending Closing. From the date of this
Agreement through the Closing, Seller shall:


        (a)  operate the Business only in the ordinary and usual course
             consistent with past practice;

        (b)  not (i) acquire or dispose of any assets or properties of the
             Business, other than sales of inventory in the ordinary course of
             business; (ii) waive or release any claim or right or cancel any
             debt or claim held by it related to the Business; (iii) make any
             change in any method of accounting or accounting practice; (iv) do
             any act or omit to do any act, or permit any act or omission to
             act, which will cause a material breach of any contract or
             commitment, or any judgment, decree, award, order or instrument, to
             which Seller is a party or is subject; (v) make any capital
             expenditure or commitment related to the Business; (vi) make any
             loan or advance to any person or entity (other than travel advances
             for expenses consistent with past practice), or guarantee any
             obligation or liability of any person or entity, or give any
             indemnification of any person or entity related to the Business;
             (vii) enter into any transaction inconsistent with this Agreement;
             or (viii) commit or agree to take any of such actions;


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<PAGE>
        (c)  not (i) enter into any employment or services agreement for any
             employee related to the Business; (ii) grant any increase in the
             rate of compensation payable or to become payable to any of its
             officers or employees related to the Business; (iii) grant or
             increase any bonus, insurance, pension or other employee benefit to
             or with respect to any employees related to the Business;
             (iv)commit or agree to take any of such actions; and

        (d)  endeavor in good faith to preserve the Business, to preserve the
             good will of customers and others having business relations with
             the Business and to keep available to Seller and Buyer the services
             of the officers and individuals who currently are performing
             services for Seller, whether or not they are employees of Seller.

        Section 3.13 Title to Assets. Seller has good and marketable title to,
and is the owner of, each of the Assets, free and clear of all liens, mortgages,
security agreements, leases, options, pledges, charges, covenants, conditions,
restrictions and other encumbrances and claims of any kind or character
whatsoever, and will convey the same to Buyer at the Closing.

        Section 3.14 Assets Necessary to Conduct Business. The Assets constitute
all the assets, rights and properties presently used in connection with the
Business and necessary to carry on the Business as presently conducted.

        Section 3.15 Tangible Personal Property. Schedule 1.1(b) attached hereto
is a complete and correct list of all items of tangible personal property and
fixtures of Seller.

        Section 3.16 Environmental Matters.

        (a)  There are no "Hazardous Substances," as defined below, present
             upon, within or below any real property which is leased by Seller.

        (b)  There has been no spill, release, discharge, dispersal, deposit,
             storage or disposal of any Hazardous Substances by Seller related
             to the Business.

        (c)  Seller is not subject to any order, permit or directive relating to
             the generation, recycling, reuse, sale, storage, handling,
             transport or disposal of Hazardous Substances or directing cleanup
             of or payment of cleanup costs of Hazardous Substances.

        (d)  There are no notices, claims, orders, directives, litigation,
             administrative or other proceedings, whether actual or threatened,
             or judgments or orders relating to any Hazardous Substances or
             other forms of pollution relating in any way to the Assets or the
             Business as conducted by Seller.

        (e)  There is no basis for any such notice, claim, order, directive,
             litigation or proceeding.

        (f)  As used herein, the term "Hazardous Substances" means: asbestos and
             any other substance, product, chemical or chemical by-product,
             waste or material defined, or regulated or designated as hazardous,
             toxic, deleterious or dangerous by any federal, state or local
             statute, regulation or ordinance presently in effect or that may be
             promulgated in the future, as such statutes, regulations and
             ordinances may be amended from time to time, including, but not
             limited to, the following federal statutes as amended: Resource
             Conservation and Recovery Act of 1976; Comprehensive Environmental

                                       -6-
<PAGE>
             Response, Compensation, and Liability Act of 1980; Clean Air Act;
             Hazardous Materials Transportation Act; Emergency Planning and
             Community Right-to-Know Act; Water Pollution Control Act; Clean
             Water Act of 1977; Insecticide, Fungicide, and Rodenticide Act;
             Pesticide Act of 1978; Toxic Substances Control Act; and Safe
             Drinking Water Act.

        Section 3.17 No Broker's Fees. Buyer and Seller each represent to the
other that no finder's or broker's fee or commission will be owed to any party
in connection with the purchase and lease of the assets discussed herein.

        Section 3.18 Delivery of Documents. True and complete copies of all
written instruments described or listed on the Schedules hereto have been
delivered to Buyer.

        Section 3.19 Full Disclosure. No representation or warranty by Seller in
this Agreement or in any of the Schedules hereto, or other statement in writing
or certificate furnished or to be furnished to Buyer by or on behalf of Seller
in connection with the transactions contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained therein not misleading in light of the circumstances in
which they are made.


                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

        Except as specifically described on Schedule 4.0 hereto, Buyer hereby
represents and warrants to Seller and covenants with Seller as follows:

        Section 4.1 Corporate Existence. Buyer is a corporation, duly organized,
validly existing and in good standing under laws of the State of Oklahoma and
has all requisite power and authority to enter into and perform its obligations
under this Agreement.

        Section 4.2 Corporate Approvals. The execution, delivery and performance
of this Agreement by Buyer have been duly authorized by all necessary corporate
and other action; and no further corporate or other action is necessary on the
part of Buyer for Buyer to execute, deliver and perform its obligations under
this Agreement.

        Section 4.3 Consents. No consent, approval or authorization of or the
making of any declaration or filing with, any governmental authority or any
other person is required in order for Buyer to consummate the purchase of the
Assets in accordance herewith.

        Section 4.4 No Conflicting Agreements. Neither the execution and
delivery of this Agreement by Buyer nor the fulfillment of or compliance with
the terms or provisions hereof will result in a breach of the terms, conditions
or provisions of, or constitute a default under, or result in a violation of,
the Certificate of Incorporation or Bylaws of Buyer or any agreement or other
instrument to which Buyer is a party or by which it is bound, or result in the
violation of any provision of any applicable law, rule, regulation or ordinance
or any order, decree, writ or injunction of any court, administrative agency or
governmental authority by which Buyer is bound.

        Section 4.5 Validity and Binding Effect. Buyer has all requisite power
and authority to enter into this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered on behalf of
Buyer and constitutes the legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, except as the same may
be limited by insolvency, bankruptcy or other laws of general application
affecting the enforcement of creditors' rights or by general equitable
principles.

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<PAGE>
        Section 4.6 No Broker's Fees. Buyer has not incurred any liability for
brokerage fees, finder's fees, agent's commissions, financial advisory forms,
fees or other similar forms of compensation in connection with or in any way
related to the transactions contemplated by this Agreement.

        Section 4.7 Full Disclosure. No representation or warranty by Buyer in
this Agreement, or other statement in writing or certificate furnished or to be
furnished to Seller by or on behalf of Buyer in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained therein not
misleading in light of the circumstances in which they are made.


                                    ARTICLE V
                        CERTAIN COVENANTS OF THE PARTIES
                        --------------------------------

        Section 5.1 Confidentiality. Commencing upon execution hereof, Seller
will afford Buyer and its representatives and agents, during normal business
hours, access to all properties, books, contracts, files, documents and records
pertaining to Seller and its business. If the transaction is not consummated,
Buyer will return to Seller all written data so obtained. Buyer is subject to,
and shall remain subject to, a confidentiality agreement with Seller.

        Section 5.2 Reformation; Equitable Relief. In the event that the
provisions of Section 5.1 above should ever be deemed to exceed the time,
geographic or other limitations permitted by the laws of any applicable
jurisdiction, then such provisions shall be deemed reformed as to such
jurisdiction so as to provide for the maximum limitations provided by such laws.
Seller specifically acknowledges and agrees that the remedy at law for any
breach of any covenant set forth in Section 5.1 above, shall be inadequate and
that Buyer, in addition to any other relief available to it, shall be entitled
to temporary and permanent injunctive relief without the necessity of proving
actual damages.

        Section 5.3 Employee Matters. Buyer may, at its sole discretion, extend
offers of employment to any employees of Seller, and Seller shall not take any
action to discourage any employees of Seller from entering into employment
arrangements with Buyer or to retain any employees which Buyer desires to hire.
The extension of offers of employment by Buyer, if any, shall be in Buyer's sole
discretion; however, Buyer has expressed its intention to hire the employees of
the Business subject to compliance with Buyer's hiring criteria. Seller shall,
at Buyer's request, release any employees hired by Buyer from any non-compete or
confidentiality agreements or commitments in favor of Seller. Buyer shall assume
no obligation of Seller related to the employees of the Business. Seller shall
retain any severance payment responsibilities with respect to its employees,
whether or not such employees are hired by Buyer.

        Section 5.4 Registrations, Filings and Consents. Seller will cooperate
in good faith, at Buyer's request, to make all registrations, filings,
applications and to give all notices and to obtain all governmental and other
consents, transfers, approvals, orders, qualifications and waivers necessary or
desirable for the consummation of the transactions contemplated hereby or which
may thereafter be reasonably necessary or desirable to effect the transfer or
renewal of any other Assets.

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        Section 5.5 Further Assurances. Seller agrees that from time to time,
whether at or after the Closing Date, each of them will execute and deliver, and
will cause their affiliates to execute and deliver, such further instruments of
conveyance and transfer and take such other action as Buyer may reasonably
request in order to more effectively convey and transfer to Buyer the Assets and
to assist in completing the other transactions contemplated by this Agreement.

        Section 5.6 Preservation of Business Relationships. Seller shall take
all action reasonably requested by Buyer to attempt to preserve for Buyer the
benefit of the Business and Seller's previous business relationship with
suppliers and customers of the Business. Seller shall participate in any
reasonable notice to third parties or other publicity regarding the sale of the
Business to Buyer proposed by Buyer.

        Section 5.7 Contracts Where Necessary Consent to Assignment Not
Obtained. In the event any contract or agreement included in the Assets requires
the consent of a third party to its assignment to Buyer and such consent has not
been obtained at or prior to Closing, Seller shall use its best efforts to
attempt to obtain such consent from such third party. At the Closing and until
such time (if ever) as such third party consent is obtained, Seller shall take
all action necessary in order that Buyer may obtain the full value and benefit
of such contract or agreement and Seller shall enter into all such arrangements
reasonably requested by Buyer which shall cause the value of such contract or
agreement to be preserved and inure to the benefit of Buyer as though such
contract or agreement were assigned to Buyer hereunder.


                                   ARTICLE VI
                              CONDITIONS TO CLOSING
                              ---------------------

        Section 6.1 Conditions Precedent to Obligation to Close of Buyers.
Buyer's obligation to proceed with the discussed herein shall be subject to the
satisfaction of the following conditions at or prior to the Closing:

        (a)  Buyer and Seller shall have executed the Agreement for the purchase
             and sale of the Assets that Buyer will acquire good title to the
             assets free and clear of all liens, encumbrances, and adverse
             claims that Seller will indemnify Buyer for all pre-closing
             liabilities of the business related to the Assets and confirming
             the accuracy of the financial statements of Seller. The effective
             date of the Agreement is the date of the Letter of Intent which is
             April 25, 2003 ("Effective Date") attached hereto as Schedule VI.

        (b)  Buyer shall have determined, to its satisfaction the accuracy of
             Seller's representations and warranties

        (c)  Buyer shall satisfy itself and its banks/investors as to the
             financial condition, assets, liabilities, obligations, and economic
             viability of Seller and its business.

        (d)  Absence of Legal Impediment. There shall be no legal impediment to
             the consummation of the transactions contemplated hereby.

        (e)  Satisfactory Due Diligence. Based on its due diligence efforts, the
             Buyer shall have determined that it is reasonably satisfied with
             the financial condition and prospects of the Assets.

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        (f)  Absence of Material Adverse Change. Since the Effective Date there
             shall not have been any material adverse change in the financial
             condition, Assets, liabilities or business of Seller.

        (g)  Absence of Casualty Loss. There shall not have been any damage,
             destruction or loss (whether or not covered by insurance) adversely
             affecting the Assets or the Business.

        (h)  Consents. Seller shall have obtained the consent of all third
             parties to the assignment of the Assigned Contracts to Buyer on
             terms which are reasonably satisfactory to Buyer.

        Section 6.2 Conditions Precedent to Obligation of Seller to Close. The
obligation of Seller to consummate the transactions contemplated hereby shall be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions:

        (a)  Statements True. Each of the representations and warranties of the
             Buyer contained in this Agreement shall, in all material respects,
             be true when made and as of the Closing Date, with the same effect
             as though such representations and warranties had been made on and
             as of such date.

        (b)  Performance of Covenants. Each of the covenants and agreements of
             the Buyer to be performed on or prior to the Closing Date shall
             have been duly performed in all material respects.

        (c)  Governmental Approval. No governmental agency or body shall have
             taken action or made any request of Seller as a result of which
             Seller deems it inadvisable to proceed with the transactions
             hereunder and no further consent or order from any governmental
             agency or body shall be necessary in order to effectuate the
             transactions hereunder.


                                   ARTICLE VII
                                 INDEMNIFICATION
                                 ---------------

        Section 7.1 Seller's Indemnity. Notwithstanding any investigation made
by or on behalf of Buyer prior to or after the Closing, Seller agrees to
indemnify and hold harmless Buyer, and its officers, directors and shareholders
from and against and in respect of, and will reimburse such persons for:

        (a)  Any and all damages, deficiencies, claims, losses, expenses,
             obligations, indebtedness and liabilities (collectively,
             "Liabilities") resulting from any misrepresentation, breach of
             warranty or non-fulfillment of any covenant or agreement by or on
             the part of Seller hereunder;

        (b)  Any and all Liabilities of Seller incurred through the Closing
             Date, or which relate to any period ending, matter occurring or
             state of facts existing on or prior to the Closing Date (whether
             absolute, contingent or otherwise, and whether or not known or
             unknown) including without limitation, all Taxes related to such
             period and all Liabilities to third parties or to employees or
             agents of Seller for tort, negligence, personal injury, products
             liability, breach of contract, property damage or for other
             casualty loss or occurrence howsoever arising (including workmen's
             compensation and claims for strict liability in tort), whether or
             not any litigation or claim with respect thereto is now pending or
             has been threatened but excluding the Assumed Obligations; and

                                      -10-
<PAGE>
        (c)  Any and all actions, claims, suits, proceedings, demands,
             assessments, judgments and costs incident to any of the foregoing,
             including without limitation reasonable attorneys' fees, court
             costs and interest.

        Section 7.2 Buyer's Indemnity. Notwithstanding any investigation made by
or on behalf of Seller prior to or after the Closing, Buyer agrees to indemnify
and hold harmless Seller and Seller's officers, directors and shareholders from
and against, and in respect of, and will reimburse such persons for:

        (a)  Any and all liabilities resulting from any misrepresentation,
             breach of warranty or non-fulfillment of any covenant or agreement
             by or on the part of Buyer hereunder;

        (b)  Any and all liabilities of Buyer incurred after the Closing Date,
             or which relate to any period ending, matter occurring or state of
             facts existing after the Closing Date (whether absolute, contingent
             or otherwise, and whether or not known or unknown) including
             without limitation, all taxes related to such period and all
             Liabilities to third parties or to employees or agents of Buyer for
             tort, negligence, personal injury, products liability, breach of
             contract, property damage or for other casualty loss or occurrence
             howsoever arising (including workmen's compensation and claims for
             strict liability and tort), whether or not any litigation or claim
             with respect thereto is now pending or has been threatened but
             excluding Liabilities the existence or incurrence of which would
             constitute or cause a breach or violation of any agreement,
             representation or warranty of Seller herein; and

        (c)  Any and all actions, claims, suits, proceedings, demands,
             assessments, judgments and costs incident to any of the foregoing,
             including without limitation reasonable attorneys' fees, court
             costs and interest.


                                  ARTICLE VIII
                               TAXES AND EXPENSES
                               ------------------

        Section 8.1 Sales and Use Tax. Seller shall be responsible for any sales
and use taxes which may become due and owing by reason of the sale of the Assets
hereunder but only to the extent not exempt under the laws of the State of Iowa.

        Section 8.2 Transfer Taxes. Seller shall bear all transfer, documentary
and similar taxes and all other duties, levies or other governmental charges
incurred by or imposed on the parties hereto with respect to the property
transfers contemplated pursuant to this Agreement.

        Section 8.3 Recording Fees. Buyer shall pay all recording fees relating
to the filing of instruments transferring title to Buyer from Seller.

        Section 8.3 Ad Valorem Taxes. Ad valorem, property and similar taxes and
assessments with respect to the Assets for the assessment year in which the
Closing occurs shall be prorated to the Closing Date, so that Seller shall be
responsible for such taxes for the period prior to the Closing Date and Buyer
shall be responsible for such taxes for the period on and after the Closing
Date.

                                      -11-
<PAGE>
        Section 8.4 Other Expenses. Each party will bear its respective costs
and expenses incurred in connection with the transaction and neither shall incur
any liability to the other for such costs and expenses.


                                   ARTICLE IX
                                  MISCELLANEOUS
                                  -------------

        Section 9.1 Survival of Representations, Warranties and Agreements. The
representations, warranties, covenants and agreements made in this Agreement or
in any certificate or instrument delivered in connection herewith shall be in
full force and effect notwithstanding any investigation made by or disclosure
made to any party hereto, whether before or after the date hereof, shall survive
the Closing, and shall continue to be applicable and binding thereafter.

        Section 9.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Oklahoma. The parties
agree that jurisdiction and venue for any matter arising out of or pertaining to
this Agreement shall be proper only in the state courts located in Tulsa County,
Oklahoma and the federal courts having jurisdiction over the Northern District
of Oklahoma, and the parties hereby consent to such venue and jurisdiction.

        Section 9.3 Entire Agreement. This Agreement, including any Exhibits and
Schedules hereto, contains the entire agreement and understanding between the
parties hereto, and supersedes any and all prior agreements, arrangements and
understandings, relating to the subject matter hereof. There are no written or
oral agreements, understandings, representations or warranties between the
parties other than those set forth or referred to in this Agreement. No
supplement, amendment, alteration, modification or waiver of this Agreement
shall be binding unless consented to in writing by Buyer and Seller.

        Section 9.4 Severability. If any term, covenant or condition of this
Agreement or the application thereof to any person or circumstance (other than a
term, covenant, condition or application which affects the essence of this
Agreement) shall, to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term, covenant or condition to those
persons or circumstances other than those as to which it has been held invalid
or unenforceable, shall not be affected thereby, and each term, covenant and
condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

        Section 9.5 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given when delivered
personally or when sent by facsimile or on the third day after being mailed by
registered or certified mail, postage prepaid, addressed as follows:

             Greystone Manufacturing, L.L.C.
             c/o Warren F. Kruger, President
             1613 East 15th Street
             Tulsa, Oklahoma   74120

        Any party may change its address for receiving notices by giving written
notice of such change to the other party in accordance with this Section 9.5.

        Section 9.6 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, this Agreement may not be assigned by either
party without the written consent of the other.

                                      -12-
<PAGE>
        Section 9.7 Parties In Interest. Nothing in this Agreement shall entitle
any party other than Buyer or Seller to any claim, cause of action, remedy or
right of any kind.

        Section 9.8 Waiver. No waiver of any term, provision or condition of
this Agreement shall be effective unless in writing, signed by the party against
which such waiver is sought to be enforced, and no such waiver shall be deemed
to be or construed as a further or continuing waiver of any such term, provision
or condition or as a waiver of any other term, provision or condition of this
Agreement, unless specifically so stated in such written waiver.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized representatives on the day
first above written.


                                           "BUYER"

                                           GREYSTONE MANUFACTURING, L.L.C.


                                           By: /s/ Warren F. Kruger
                                               ----------------------------

                                           Name: Warren F. Kruger
                                                 --------------------------

                                           Title: Manager
                                                  -------------------------


                                           "SELLER"

                                           GREYSTONE PLASTICS, INC.


                                           By: /s/ Bill Hamilton
                                               ----------------------------

                                           Name: Bill Hamilton
                                                 --------------------------

                                           Title: President
                                                  -------------------------


                                      -13-

All annexes to this agreement are omitted from this Exhibit. The registrant will
furnish supplementally a copy of any omitted annex to the Commission upon
request.