----------------------------------------------------------------



                    ASSET PURCHASE AGREEMENT


                            BETWEEN


                       ACME BRICK COMPANY

                             BUYER



                              and



                    TEMTEX INDUSTRIES, INC.

                             SELLER














                        October 22, 1998




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<PAGE>


TABLE OF CONTENTS

1.   Purchased and Sale                                         1
     1.1  Purchased Assets                                      1
     1.2  Assumption of Specified Liabilities                   4
     1.3  Non-Assumption of Certain Liabilities                 8
     1.4  No Expansion of Third-Party Rights                   10
     1.5  Corporate Action by Seller                           10

2.   Purchase Price and Closing                                11
     2.1  Purchase Price                                       11
     2.2  Purchase Price Adjustments.                          11
     2.3  The Closing                                          14

3.   Representations and Warranties of Seller                  15
     3.1  Existence; Good Standing; Corporate Authority;
          Compliance With Law                                  15
     3.2  Authorization, Validity and Effect of Agreements     15
     3.3  Financial Statements                                 16
     3.4  Absence of Certain Changes or Events                 16
     3.5  Taxes                                                17
     3.6  Personal Property                                    17
     3.7  Accounts Receivable                                  17
     3.8  Inventory                                            17
     3.9  Business Property Rights                             17
     3.10 Owned Real Property                                  18
     3.11 Leased Real Property                                 20
     3.12 Title to Property; Encumbrances; Sufficiency of
          Purchased Assets                                     20
     3.13 Licenses and Permits                                 20
     3.14 Compliance with Law                                  21
     3.15 Litigation                                           21
     3.16 Contracts                                            21
     3.17 Labor Matters                                        22
     3.18 Employee Plans                                       22
     3.19 Insurance                                            23
     3.20 Environmental Matters                                23
     3.21 Customers and Suppliers                              23
     3.22 No Brokers                                           23
     3.23 No Other Agreements to Sell the Purchased Assets     23
     3.24 Accuracy of Information                              23

4.   Representations and Warranties of Buyer                   24
     4.1  Existence; Good Standing; Corporate Authority;
          Compliance With Law                                  24
     4.2  Authorization, Validity and Effect of Agreements     24


                               -i-

<PAGE>



                 TABLE OF CONTENTS (continued)

5.   Survival of Provisions/Indemnification                    25
     5.1  Survival of Provisions                               25
     5.2  Indemnification by Seller                            25
     5.3  Indemnification by Buyer                             26
     5.4  Limitations on Indemnification                       26
     5.5  Conditions of Indemnification                        28
     5.6  Buyer's Right of Withholding and Offset              29

6.   Other Covenants and Agreements                            30
     6.1  Restrictive Covenants                                30
     6.2  Conduct of the Business                              32
     6.3  Consents and Approvals                               32
     6.4  Access to Properties and Records                     33
     6.5  Acquisition Proposals                                33
     6.6  Public Announcements                                 34
     6.7  Notification of Certain Matters                      34
     6.8  Execution of Additional Documents                    34
     6.9  Costs and Expenses                                   34
     6.10 Transfer Taxes                                       34
     6.11 Cooperation on Tax Matters; Business Records         34
     6.12 Allocation of Total Purchase Price                   35
     6.13 Proration of Property Taxes                          35
     6.14 Offers of Employment                                 36
     6.15 Title Commitments, Title Policies and Surveys
            Covering Owned Real Property                       36
     6.16 Environmental Information                            37

7.   Conditions of Closing                                     37
     7.1  Buyer's Conditions of Closing                        37
     7.2  Seller's Conditions of Closing                       39

8.   Termination and Abandonment                               40
     8.1  Reasons for Termination                              40
     8.2  Procedure Upon and Effect of Termination             41

9.   Miscellaneous                                             41
     9.1  Notices                                              41
     9.2  Binding Effect; Benefits                             43
     9.3  Entire Agreement                                     43
     9.4  Governing Law                                        43
     9.5  Counterparts                                         44
     9.6  Headings                                             44
     9.7  Waivers                                              44
     9.8  Merger of Documents                                  45
     9.9  Incorporation of Exhibits and Schedules              45
     9.10 Severability                                         45
     9.11 Assignability                                        45

                              -ii-


<PAGE>


                 TABLE OF CONTENTS (continued)

     9.12 Drafting                                             45
     9.13 References                                           46
     9.14 Calendar Days, Weeks and Months                      46
     9.15 Gender; Plural and Singular                          46
     9.16 Cumulative Rights                                    46
     9.17 No Implied Covenants                                 46
     9.18 Attorneys' Fees                                      46
     9.19 Indirect Action                                      46












                              -iii-

<PAGE>



Exhibit

A     Form of Bill of Sale, Assignment and Assumption Agreement
B     Form of Legal Opinion of Seller's Counsel
C     Form of Legal Opinion of Buyer's Counsel

Schedule

1.1.1A         Owned Real Property
1.1.1B         Leases and Leased Real Property
1.1.1C         Certain Purchased Assets
1.1.1D         Business Property Rights
1.1.1E         Description of the Owned Gas Pipeline
1.1.2          Excluded Assets
1.2A           Certain Long Term Debt and Current Maturities
                  Assumed Liabilities
1.2B           Assumed Contracts
3.1            Violations of Law; Failures to Obtain Permits
3.2            Seller's Third Party Consents Required;
                 Defaults; Violations
3.3            Interim Financial Statements
3.10           Owned Real Property Matters
3.11           Defaults Under Leases
3.12           Certain Encumbrances
3.13           Licenses and Permits
3.14           Violations of Law
3.15           Pending or Threatened Litigation or Claims
3.16           Material Contracts
3.17           Employment and Labor Agreements
3.18           Employee Plans
3.19           Insurance
3.20           Environmental Matters
4.2            Buyer's Third Party Consents Required;
                 Defaults; Violations
6.15           Encumbrances on Owned Real Property to be
                 Removed Prior to Closing




                              -iv-


<PAGE>


                    ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as
of October 22, 1998, by and between ACME BRICK COMPANY, a
Delaware corporation ("Buyer"), and TEMTEX INDUSTRIES, INC., a
Delaware corporation ("Seller").

     WHEREAS,  Seller is engaged, among other things, in the
business of manufacturing, storing, selling, delivering,
supplying and/or distributing clay face brick products through
its Texas Clay Industries division (the "Business"); and

     WHEREAS, Seller desires to sell to Buyer, and Buyer desires
to acquire from Seller, the Purchased Assets (as such term is
hereinafter defined) in accordance with the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

     1.   PURCHASED AND SALE.

          1.1  PURCHASED ASSETS.

               1.1.1 On the terms and subject to the conditions
          contained in this Agreement, on the Closing Date (as
          such term is hereinafter defined), Seller shall sell,
          assign, grant, convey, bargain, set over, transfer and
          deliver to Buyer, and Buyer shall purchase and acquire
          from Seller, the following assets and properties of
          Seller (hereinafter referred to collectively as the
          "Purchased Assets"), except any of the following which
          are Excluded Assets:

                    (i)  the real property described on Schedule
               1.1.1A hereof, together with all interests in such
               real property (including, without limitation,
               leases and contract rights), all buildings,
               improvements and other structures located on such
               real property, all uses, easements and rights-of-
               way which benefit such real property, and all
               minerals (surface and subsurface), clays and sands
               located on, at or below such real property (such
               assets and properties being collectively referred
               to herein as the "Owned Real Property");

                    (ii) all rights, title and interest of Seller
               under the leases or subleases of real property or
               interests in real property (including mineral,
               sand or clay rights) described on Schedule 1.1.1B
               hereof (such leases and subleases being
               collectively referred to herein as the "Leases"
               and the real property or interests in real
               property leased or subleased


<PAGE>


               under the Leases being collectively referred to
               herein as the "Leased Real Property");

                    (iii)     all of the assets and properties of
               Seller of every kind, nature and description which
               are located at or on any of the Owned Real
               Property or Leased Real Property, except any such
               assets or properties which may be disposed of
               after the date hereof in the ordinary course of
               business consistent with past practice;

                    (iv) all of the assets and properties
               (wherever located) set forth in a detailed list of
               plant and equipment as of the date of the Balance
               Sheet (as such term is hereinafter defined)
               prepared from the accounting records of Seller and
               attached hereto as Schedule 1.1.1C, and all such
               assets and properties of the Business as may have
               been acquired by Seller after the date of the
               Balance Sheet which would be included on a list
               prepared in like manner from such accounting
               records as of the Closing Date, except any such
               assets or properties which have been or may be
               disposed of since the date of the Balance Sheet in
               the ordinary course of business consistent with
               past practice;

                    (v)  all accounts, notes and other
               receivables (including, without limitation,
               amounts due from distributors or customers of the
               Business) and related deposits, security or
               collateral therefor arising out of the operations
               of the Business, as the same shall exist as of the
               Closing Date;

                    (vi) all inventories, inventories of parts,
               raw materials, work in process and finished goods
               which are held in connection with, or used or held
               for use in the business and operations of, the
               Business, except any such assets or properties
               which may be disposed of after the date hereof in
               the ordinary course of business consistent with
               past practice;

                    (vii)     all drawings, blueprints,
               specifications, designs and data pertaining to the
               Purchased Assets;

                    (viii)    all technology, know-how, designs,
               devices, processes, methods, inventions, drawings,
               schematics, specifications, standards, trade
               secrets and other proprietary information which
               are held in connection with, or used or held for
               use in, the manufacture of clay face brick
               products;

                    (ix) all patents and applications therefor
               and the licenses thereto, and all trademarks and
               tradenames (including, without limitation, "Texas
               Clay", "Texas Clay Products", "Texas Clay
               Industries", "Building Better Places, Brick by
               Brick" and any variations thereof), trademark and
               tradename registrations, service marks and


                               -2-

<PAGE>

               service mark registrations, copyrights and
               copyright registrations, the applications therefor
               and the licenses thereto, which are listed or
               described on Schedule 1.1.1D hereof (such assets
               and properties being hereinafter collectively
               referred to as the "Business Property Rights"),
               together with the goodwill and the business
               appurtenant thereto;

                    (x)  that certain 3 inch, 6-1/2 mile natural
gas
               pipeline more fully described in Schedule 1.1.1E
               hereof, together with all rights-of-way and
               easement interests, if any, owned or held by
               Seller in connection therewith (such assets and
               properties being collectively referred to herein
               as the "Owned Gas Pipeline");

                    (xi) all catalogues, brochures, sales
               literature, promotional material, samples and
               other selling material pertaining to the Purchased
               Assets;

                    (xii)     all books and records and all
               files, documents, papers, agreements, books of
               account and other records pertaining to the
               Purchased Assets, provided, however, that Seller
               may retain copies thereof;

                    (xiii)    all rights, title and interest of
               Seller under all of its contracts, agreements,
               licenses, leases, sales orders, permits, purchase
               orders and other commitments (whether oral or
               written), other than the Leases (individually a
               "Contract" and collectively the "Contracts"),
               which Buyer will assume pursuant to Section 1.2
               hereof;

                    (xiv)     all lists of past, present and
               qualified prospective customers of the Business
               and distributors of products of the Business;

                    (xv) all goodwill relating to the Purchased
               Assets;

                    (xvi)     all governmental establishment and
               product licenses and permits, approvals, license
               and permit applications and license and permit
               amendment applications pertaining to the Purchased
               Assets; and

                    (xvii)    all claims against third parties,
               whether or not asserted and whether now existing
               or hereafter arising, related to the Purchased
               Assets (including, without limitation, all claims
               based on any indemnities or warranties in favor of
               Seller relating to any of the Purchased Assets).

               1.1.2     Anything herein contained to the
          contrary notwithstanding, (i) the assets and properties
          of Seller which are not held in connection with, or not
          used or held for use in the business or operations of,
          the Business are specifically excluded from the
          Purchased Assets and shall be retained by Seller; and
          (ii) the assets and properties of Seller which are held
          in connection with, or used or held for use in the
          business or operations of, the Business and which are


                               -3-

<PAGE>


          described in Schedule 1.1.2 hereof, as the same shall
          exist as of the Closing Date (collectively the
          "Excluded Assets"), are specifically excluded from the
          Purchased Assets and shall be retained by Seller.

               1.1.3     Subject to Section 1.1.4 hereof, at the
          Closing, Seller shall execute and deliver to Buyer (i)
          a Bill of Sale, Assignment and Assumption Agreement, in
          the form attached hereto as Exhibit "A" (the "Bill of
          Sale, Assignment and Assumption Agreement"), under the
          terms of which Seller shall sell, grant, convey,
          assign, transfer and deliver the Purchased Assets to
          Buyer, (ii) a special warranty deed in form and content
          reasonably satisfactory to Buyer relating to each of
          the tracts of Owned Real Property, and (iii) such other
          bills of sale, deeds, instruments of assignment and
          other appropriate documents as may be reasonably
          requested by Buyer in order to carry out the intentions
          and purposes hereof.

               1.1.4     Notwithstanding the foregoing, this
          Agreement shall not constitute an agreement to assign
          or transfer any Lease or Contract if an assignment or
          transfer or an attempt to make such an assignment or
          transfer without the consent of a third party would
          constitute a breach or violation thereof or affect
          adversely the rights of Buyer or Seller thereunder; and
          any transfer or assignment to Buyer by Seller of any
          interest under any such Lease or Contract hereunder
          that requires the consent or approval of a third party
          shall be made subject to such consent or approval being
          obtained.  In the event any such consent or approval is
          not obtained on or prior to the Closing Date and Buyer
          waives as of the Closing Date the condition that such
          consent or approval be obtained, Seller shall continue
          to use all reasonable efforts to obtain any such
          consent or approval after the Closing Date until such
          time as such consent or approval be obtained, and
          Seller shall cooperate with Buyer in any lawful and
          economically feasible arrangement to provide that Buyer
          shall receive the interest of Seller in all benefits
          under any such Lease or Contract, including without
          limitation performance by Seller as agent if
          economically feasible; provided, however, that Buyer
          shall undertake to pay or satisfy the corresponding
          liabilities for the enjoyment of such benefit to the
          extent Buyer would have been responsible therefor
          hereunder if such consent or approval had been obtained
          as of the Closing Date.  Seller shall pay and
          discharge, and shall indemnify and hold Buyer harmless
          from and against, any and all out-of-pocket costs of
          seeking to obtain or obtaining any such contractual
          consent or approval before or after the Closing Date.
          Nothing in this Section 1.1.4 shall be deemed a waiver
          by Buyer of its right to have received on or before the
          Closing Date an effective assignment of all of the
          Leases, and of all of the Contracts it has requested be
          assigned to it hereunder, nor shall this Section 1.1.4
          be deemed to constitute an agreement to exclude any
          Leases or Contracts from the terms of this Agreement.

          1.2  ASSUMPTION OF SPECIFIED LIABILITIES.  Upon the
     terms and subject to the conditions set forth herein,
     subject however to Section 1.1.4 and 1.3 hereof, and as

                               -4-

<PAGE>


     additional consideration for Buyer's purchase of the
     Purchased Assets, Buyer shall, on the Closing Date, assume,
     and covenant and agree to pay, perform and discharge when
     due, only the following liabilities and obligations of
     Seller (the "Assumed Liabilities"):

               (i)  accounts payable of the Business as at the
          Closing Date incurred in the ordinary course of
          business and consistent with past practice (not to
          exceed $800,000.00 in the aggregate);

               (ii) accrued liabilities of Seller relating to the
          Richardson Property (as such term is hereinafter
          defined) as at the Closing Date (not to exceed
          $141,000.00 in the aggregate);

               (iii)     the long term debt and current
          maturities liabilities of the Business listed on
          Schedule 1.2A hereof (not to exceed $123,000.00 in the
          case of long term debt liabilities and $90,000.00 in
          the case of current maturities liabilities), less any
          such liabilities which are paid, performed or
          discharged by Seller between the date hereof and the
          Closing Date;

               (iv) those liabilities or obligations of Seller
          with respect to clay pit reclamation on the Owned Real
          Property or under the Leases, whether or not occurring
          before or after the Closing Date;

               (v)  those liabilities or obligations of Seller
          accruing after the Closing Date under the Leases (other
          than liabilities or obligations with respect to clay
          pit reclamation) or under the terms of a Contract (x)
          which is listed on Schedule 1.2B hereof, or (y) which
          otherwise relates to the Business and which was entered
          into by Seller after the date hereof and on or prior to
          the Closing Date in the ordinary course of business and
          consistent with past practice and which Buyer, in the
          exercise of its sole discretion, desires to assume and
          agree to pay, perform and discharge, in each case less
          any such liabilities or obligations which are paid,
          performed or discharged by Seller between the date
          hereof and the Closing Date;

               (vi) the obligations of Seller to ship finished
          products relating to the Business with respect to all
          outstanding orders from customers or distributors for
          such products which are not fully shipped as of the
          Closing Date and which arose on or prior to the Closing
          Date in the ordinary course of business and consistent
          with past practice;

               (vii)     all warranties, liabilities or
          obligations to customers or distributors with respect
          to the repair or replacement of any finished products
          related to the Business which have been manufactured by
          Seller on or prior to the Closing Date (and which are
          included as part of the inventories portion of the
          Purchased Assets) and which are shipped by Buyer after
          the Closing Date;


                               -5-

<PAGE>

               (viii)    all wages and benefits for employees of
          the Business who did not receive any required notice
          under the Worker Adjustment and Retraining Notification
          Act or for civil penalties by local governments which
          may be imposed for failure to give advanced notice
          under the Worker Adjustment and Retraining Notification
          Act, including without limitation fines and attorneys'
          fees;

               (ix) liabilities or obligations with respect to
          any Environmental Condition (as such term is
          hereinafter defined) relevant to any Site (as such term
          is hereinafter defined) or any facilities or operations
          thereon, except for any Serious Environmental Condition
          (as such term is hereinafter defined);

               (x)  any liabilities or obligations with respect
          to any violation of an Environmental Law (as such term
          is hereinafter defined) with respect to any Site or any
          facilities or operations thereon, except for any
          Serious Environmental Condition arising therefrom;

               (xi) liabilities or obligations with respect to
          the removal, closure and any remediation activities
          associated with any underground storage tanks located
          at the Owned Real Property, except for any Serious
          Environmental Condition arising therefrom;

               (xii)     liabilities or obligations for all
          fines, penalties and remedial work required by the
          Texas Natural Resources Conservation Commission (the
          "TNRCC") or other governmental agency after the Closing
          Date to bring facilities of the Business as currently
          operated into compliance with all orders, decrees,
          rules and regulations of the TNRCC or such governmental
          agency;

               (xiii)    any individual warranty claim of
          $3,000.00 or less with respect to the repair or
          replacement of any finished products related to the
          Business which have been manufactured by Seller on or
          prior to the Closing Date and which have been shipped
          by Seller on or prior to the Closing Date (provided,
          however, that Buyer's aggregate Assumed Liability under
          this Section 1.2(xiii) for all such claims shall not
          exceed $40,000.00); and

               (xiv)     any other liabilities or obligations of
          Seller expressly assumed by Buyer under any other
          provision of this Agreement.

          Subject to Sections 1.1.4 and 1.3 hereof, at the
     Closing, Buyer shall execute and deliver to Seller the Bill
     of Sale, Assignment and Assumption Agreement, under the
     terms of which Buyer shall assume the Assumed Liabilities.

          As used herein, the term "CERCLA" means the
     Comprehensive Environmental Response, Compensation and
     Liability Act, 42 U.S.C. '9601 et seq., as amended to the
     date hereof.


                               -6-

<PAGE>

          As used herein, the term "Environment" shall mean soil,
     surface waters, groundwaters, land, stream sediments,
     surface or subsurface strata, ambient air, and any
     environmental medium.

          As used herein, the term "Environmental Condition"
     shall mean any condition with respect to the Environment on
     or off any Site, whether or not yet discovered, which could
     or does result in any damage, loss, cost, expense, claim,
     demand, order, or liability to or against Seller or Buyer by
     any third party (including, without limitation, any
     government entity), including without limitation any
     condition resulting from the operation of the Business
     and/or the operation of the business of any other property
     owner or operator in the vicinity of any Site and/or any
     activity or operation formerly conducted by any person or
     entity on or off any Site.

          As used herein, the term "Serious Environmental
     Condition" shall mean any condition with respect to
     contaminated groundwater on or off any Site, which (a)
     existed at the Closing Date and is discovered within two
     years after the Closing Date, and (b) under any
     Environmental Law requires Seller or Buyer to conduct
     monitoring, investigatory or corrective action to address
     the contaminated groundwater.  Corrective action means any
     engineering control designed to prevent the migration of the
     contaminated groundwater, any long-term monitoring necessary
     to assess natural attenuation of contaminants, or any
     treatment process designed to remove groundwater
     contaminants necessary to achieve risk-based cleanup levels
     for the contaminated groundwater.

          As used herein, the term "Site" shall mean any Owned
     Real Property or Leased Real Property.

          As used herein, the term "Environmental Laws" shall
     mean all applicable laws and regulations (federal, state,
     and local), whether existing as of the date hereof,
     previously enforced or subsequently enacted, relating to
     pollution, the protection of environmentally sensitive areas
     or species, or to the protection of public safety, public
     health, public welfare, industrial hygiene, or the
     Environment, including without limitation (i) those laws and
     regulations relating to the Release or threatened Release of
     Hazardous Materials and to the manufacture, generation,
     management, processing, distribution, use, treatment,
     storage, disposal, transport or handling of Hazardous
     Materials, (ii) duties or requirements arising out of common
     law, and (iii) judicial and administrative interpretations
     thereof.

          As used herein, the term "Hazardous Material" shall
     mean (i) any chemicals, materials, wastes or substances that
     are defined, regulated, determined or identified as toxic or
     hazardous in any Environmental Law (including, without
     limitation, substances defined as "hazardous substances",
     "hazardous materials", or "hazardous waste" "pollutant or
     contaminant", "petroleum" or "natural gas liquids" in
     CERCLA, the Hazardous Materials Transportation Act, the
     Resource Conservation and Recovery Act, or comparable state
     and local statutes or in the regulations adopted and
     publications promulgated pursuant to said statutes), and
     (ii) any asbestos or presumed asbestos


                               -7-

<PAGE>

     containing materials, polychlorinated biphenyls, urea
     formaldehyde, lead based paint, petroleum, petroleum
     products, oil, solid waste, pollutants, and other
     contaminants (whether or not regulated under any
     Environmental Law).

          As used herein, the term "Release" or "Released" shall
     mean emitting, depositing, leaking, spilling, pumping,
     pouring, emptying, discharging, injecting, escaping,
     leaching, dumping or disposing.

          1.3  NON ASSUMPTION OF CERTAIN LIABILITIES.
     Notwithstanding any other provision of this Agreement, Buyer
     shall not assume, and shall not be deemed to have assumed or
     be in any way liable for or subject to or have any
     obligation for or with respect to, any liabilities or
     obligations of Seller of any kind, nature or description
     whatsoever, except as expressly provided in Section 1.2
     hereof (the "Excluded Liabilities").  Anything in Section
     1.2 hereof or elsewhere herein to the contrary
     notwithstanding and without limiting the generality of the
     foregoing, Buyer shall not assume, and shall not be deemed
     to have assumed or be in any way liable for or subject to or
     have any obligation for or with respect to, any of the
     following Excluded Liabilities:

               (i)  except for the liabilities assumed by Buyer
          pursuant to section 1.2(viii) hereof, any and all
          claims, liabilities or obligations that arise, result
          from, or relate in any way to any or all employment
          practices, decisions, actions, or proceedings
          undertaken by Seller prior to or on the Closing Date in
          connection with persons employed or seeking to be
          employed in connection with the operation of the
          Business, including without limitation any and all
          claims, liabilities or obligations that arise out of,
          result from, or relate to (a) Employment and Labor
          Agreements, Employee Policies and Procedures or Plans
          (as such terms are hereinafter defined), (b) any
          National Labor Relations Board ("NLRB") proceedings,
          (c) any other matters arising out of the employment of
          people in connection with the operation of the
          Business, such as workers' compensation, wage and hour,
          safety and health, employment discrimination, unfunded
          pension liability for vested and non-vested employees,
          vacation accruals, and the like, and (d) any liability,
          including without limitation federal and state income
          tax liability, by reason of Seller's failure, through
          any act or omission prior to or on the Closing Date, to
          comply with the requirements of COBRA (as such term is
          hereinafter defined) with respect to any "qualified
          beneficiary" (as defined in COBRA); or

               (ii) any and all liabilities or obligations of
          Seller in respect of (x) any Taxes (as such term is
          hereinafter defined) attributable to the Business and
          attributable to periods or events prior to or ending or
          occurring on the Closing Date or (y) except as
          otherwise specifically provided in Section 6.10 hereof,
          any Taxes, legal, accounting, brokerage, finder's fees,
          or other expenses of whatsoever kind or nature incurred
          by Seller or any partner, affiliate, director, employee
          or officer of Seller as a result of the execution of
          this Agreement or the consummation of the transactions
          contemplated hereby; or


                               -8-

<PAGE>

               (iii)     any and all liabilities or obligations
          of Seller relating to the Business arising out of any
          litigation, action, suit or proceeding based upon an
          event occurring, a condition existing or a claim
          arising relating to the Business (x) on or prior to the
          Closing Date (including, without limitation, the
          litigation, actions, suits, proceedings and claims
          listed on Schedule 3.15 hereof), or (y) after the
          Closing Date in the case of claims, litigation,
          actions, suits or proceedings in respect of products of
          the Business sold by Seller on or prior to the Closing
          Date and attributable to acts relating to the Business
          performed or omitted by Seller on or prior to the
          Closing Date (other than any of the foregoing which
          constitute Assumed Liabilities); or

               (iv) any individual warranty claim in excess of
          $3,000.00 (or any warranty claim of $3,000.00 or less
          in excess of Buyer's maximum Assumed Liability for such
          claims under Section 1.2(xiii) hereof) with respect to
          the repair or replacement of any finished products
          related to the Business which have been manufactured by
          Seller on or prior to the Closing Date and which have
          been shipped by Seller on or prior to the Closing Date;
          or

               (v)  any and all liabilities or obligations of
          Seller under any of the Leases or Contracts assigned to
          Buyer hereunder based upon an event occurring, a
          condition existing or a claim arising (x) on or prior
          to the Closing Date, or (ii) after the Closing Date in
          the case of liabilities or obligations thereunder
          attributable to acts performed or omitted by Seller on
          or prior to the Closing Date (other than any of the
          foregoing which constitute Assumed Liabilities); or

               (vi) any and all liabilities or obligations
          arising out of any claim, litigation, action, suit or
          proceeding by third parties (including, without
          limitation, current or former employees of the
          Business) in respect of the death or personal injury of
          any person attributable to acts relating to the
          Business performed or omitted, or the operation of the
          Business, on or prior to the Closing Date (including,
          without limitation, any Releases of any Hazardous
          Material on, at or from any Site existing or occurring
          on or prior to the Closing Date); or

               (vii)     any and all liabilities or obligations
          of Seller arising out of or related to this Agreement.

          As used herein, the term "COBRA" means the provisions
     of the Code, ERISA and the Public Health Service Act enacted
     by Sections 10001 through 10003 of the Consolidated Omnibus
     Budget Reconciliation Act of 1985 (P.L. 99-272), including
     any subsequent amendments to such provisions.

          As used herein, the term "Code" means the Internal
     Revenue Code of 1986, as amended.


                               -9-

<PAGE>

          As used herein, the term "ERISA" means the Employee
     Retirement Income Security Act of 1974, as amended.

          As used herein, the terms "Tax" or "Taxes" means all
     federal, foreign, state, county, local or other net or gross
     income, gross receipts, sales, use, transfer, transfer
     gains, ad valorem, value-added, franchise, production,
     severance, windfall profit, withholding, payroll,
     employment, excise or similar taxes, assessments, duties,
     fees, levies or other governmental charges (together with
     any interest thereon, any penalties, additions to tax or
     additional amounts with respect thereto and any interest in
     respect of such penalties, additions or additional amounts).

          1.4  NO EXPANSION OF THIRD-PARTY RIGHTS. The assumption
     by Buyer of any Assumed Liabilities hereunder shall in no
     way expand the rights or remedies of any third party against
     Buyer as compared to the rights and remedies that such third
     party would have had against Seller had Buyer not assumed
     such Assumed Liabilities. Without limiting the generality of
     the preceding sentence, the assumption by Buyer of such
     Assumed Liabilities shall not create any third-party
     beneficiary rights.

          1.5  CORPORATE ACTION BY SELLER.

               1.5.1     Seller hereby represents and warrants to
          Buyer that Seller's Board of Directors (the "Board")
          has, without dissent of any member thereof, (i)
          determined that this Agreement, the sale of the
          Purchased Assets hereunder and all other transactions
          contemplated hereby are fair to and in the best
          interests of its stockholders; and (ii) approved and
          adopted this Agreement, the sale of the Purchased
          Assets hereunder and all other transactions
          contemplated hereby, and resolved to recommend, and to
          continue to recommend between the date hereof and the
          earlier of the Closing Date or the Termination Date (as
          such term is hereinafter defined), that Seller's
          stockholders vote in favor of the approval and adoption
          of this Agreement, the sale of the Purchased Assets
          hereunder and all other transactions contemplated
          hereby and to use the Board's best efforts to obtain
          such stockholder approval.

               1.5.2     As soon as practicable after the
          execution of this Agreement, Seller shall duly call and
          cause to be held an annual or special meeting of its
          stockholders and shall direct that this Agreement, the
          sale of the Purchased Assets hereunder and all other
          transactions contemplated hereby be submitted to
          Seller's stockholders for the purpose of approving and
          adopting the same.  Seller agrees to use its best
          efforts to obtain approval of this Agreement, the sale
          of the Purchased Assets hereunder and all other
          transactions contemplated hereby by its stockholders.

                    As promptly as possible after the execution
          of this Agreement, Seller shall prepare and mail a
          proxy statement and other proxy materials for such
          meeting and shall comply with all legal requirements
          applicable hereto.  Seller shall provide Buyer and its
          representatives with a reasonable opportunity


                              -10-

<PAGE>

          to review and comment on such proxy statement and other
          materials before they are distributed to Seller's
          stockholders.  Seller shall comply with all provisions
          of federal and state securities laws applicable to
          solicitation of proxies and consummation of the sale of
          the Purchased Assets hereunder.

               1.5.3  Seller further represents and warrants to
          Buyer that each member of the Board has agreed for the
          benefit of Buyer to vote or cause others to vote all of
          the shares of capital stock of Seller beneficially
          owned by such Board member or his affiliates (to the
          extent such shares have voting rights) in favor of the
          approval and adoption of this Agreement, the sale of
          the Purchased Assets hereunder and all other
          transactions contemplated hereby. Evidence of such
          agreement has been provided to Buyer prior to the
          execution of this Agreement.

     2.   PURCHASE PRICE AND CLOSING.

          2.1  PURCHASE PRICE.

               2.1.1     BEGINNING PURCHASE PRICE.  Subject to
          adjustment as provided in Section 2.2 below, the
          purchase price for the Purchased Assets shall be
          $12,970,000.00 (such price, as adjusted as provided in
          Section 2.2 below, being herein referred to as the
          "Purchase Price").

               2.1.2     INITIAL PAYMENT.  At the Closing, Buyer
          shall deliver to Seller an initial payment determined
          by Buyer pursuant to this Section 2.1.2 (the "Initial
          Payment").  At least five business days prior to the
          Closing Date, Seller shall deliver to Buyer copies of
          the most recently available month end unaudited balance
          sheet of the Business, and the unaudited statement of
          income of the Business for the period ended on such
          month end, together with the notes and schedules
          thereto, if any, and such other information as
          requested by Buyer as may be reasonably necessary to
          make the calculation of the Initial Payment pursuant to
          this Section 2.1.2.  Such financial statements shall
          present fairly the financial position, results of
          operations and cash flows of the Business as at the
          month end date thereof and for the period then ended,
          in accordance with generally accepted accounting
          principles consistently applied, subject to year end
          adjustments.  Buyer shall then determine in good faith
          (solely for purposes of determining the Initial Payment
          pursuant to this Section 2.1.2) the Purchase Price and
          the adjustments thereto set forth in Sections 2.2.1,
          2.2.2 and 2.2.3 below based on such financial
          statements (and such other information provided by
          Seller) and assuming, for such purpose, that such
          adjustments were made as at the month end date of such
          balance sheet rather than as at the Closing Date as
          provided in Sections 2.2.1, 2.2.2 and 2.2.3 below.
          Prior to the Closing, Buyer shall provide to Seller a
          schedule setting forth in reasonable detail such
          determination by Buyer.  At the Closing, Buyer shall
          deliver to Seller as the Initial Payment, by means of
          federal funds wire or interbank transfer in immediately
          available funds to such bank account(s) as Seller shall
          designate, the greater of (i) $11,500,000.00, or (ii)
          an amount equal to the Purchase Price


                              -11-

<PAGE>

          (as theretofore calculated and adjusted by Buyer for
          purposes of determining the Initial Payment pursuant to
          this Section 2.1.2) less $300,000.00.

          2.2  PURCHASE PRICE ADJUSTMENTS.

               2.2.1     TRADE ACCOUNTS RECEIVABLE ADJUSTMENT. As
          used herein, "Trade Accounts Receivable" shall mean all
          accounts, notes and other receivables (including,
          without limitation, amounts due from customers whether
          recorded as accounts, notes or other receivables or
          reductions in accounts payable) and related deposits,
          security or collateral therefor (including, without
          limitation, recoverable customer deposits of Seller),
          which (i) are payable to or for the benefit of the
          Business as at the Closing Date, (ii) arise out of the
          ordinary course of business of the Business, and (iii)
          represent bona fide, undisputed indebtedness (subject
          to no counterclaim, right of offset or warranty claim
          and after taking into account all offsets and credits
          thereto) incurred by the applicable account debtor for
          goods held subject to delivery instructions or
          theretofore shipped or delivered pursuant to a contract
          of sale.

               If the aggregate net amount owing on all Trade
          Accounts Receivable is less than $877,000.00, then the
          Purchase Price shall be decreased by the amount that
          the aggregate net amount owing on all Trade Accounts
          Receivable is less than $877,000.00.  If the aggregate
          net amount owing on all Trade Accounts Receivable is
          more than $877,000.00, then the Purchase Price shall be
          increased by the amount that the aggregate net amount
          owing on all Trade Accounts Receivable is more than
          $877,000.00; provided, however, that there shall be no
          such adjustment to the Purchase Price for aggregate net
          amounts owing on all Trade Accounts Receivable in
          excess of $2,250,000.00.

               2.2.2  INVENTORY/PREPAID CLAY LEASE EXPENSES
          ADJUSTMENT.  As used herein, "Value" shall mean the
          lower of cost or replacement value, in the case of raw
          materials and supplies inventory, or the lower of cost
          or net realizable value (which is less than replacement
          value), in the case of work in progress and finished
          goods inventory, in each case as at the Closing Date;
          provided, however, that the Value of any unique runs of
          finished goods brick inventory classified as "seconds"
          (consistent with Seller's past practice as reasonably
          approved by Buyer) shall be equal to the lesser of (i)
          70% of such cost or (ii) net realizable value.

               As used herein, "Inventory" shall mean all
          inventories of raw materials and supplies, work in
          process and finished goods as the same may exist on the
          Closing Date, wherever located, used or relating to the
          Business.  The term Inventory excludes any of the
          foregoing which is not usable or saleable in the
          ordinary course of business of the Business as
          heretofore conducted.

               If the aggregate Value of Inventory is less than
          $1,657,000.00, then the Purchase Price shall be
          decreased by the amount that the aggregate Value of


                              -12-

<PAGE>

          Inventory is less than $1,657,000.00.  If the aggregate
          Value of Inventory is more than $1,657,000.00, then the
          Purchase Price shall be increased by the amount that
          the aggregate Value of Inventory is more than
          $1,657,000.00; provided, however, that there shall be
          no such adjustment to the Purchase Price for aggregate
          Value of Inventory in excess of $2,440,000.00.

               As used herein, "Prepaid Clay Lease Expenses"
          shall mean all prepaid expenses paid and incurred by
          Seller as at the Closing Date relating to Seller's clay
          leases entered into in the ordinary course of business
          of the Business consistent with past practice.

               If the aggregate amount of Prepaid Clay Lease
          Expenses is less than $20,000.00, then the Purchase
          Price shall be decreased by the amount that the
          aggregate amount of Prepaid Clay Lease Expenses is less
          than $20,000.00.  If the aggregate amount of Prepaid
          Clay Lease Expenses is more than $20,000.00, then the
          Purchase Price shall be increased by the amount that
          the aggregate amount of Prepaid Clay Lease Expenses is
          more than $20,000.00; provided, however, that there
          shall be no such adjustment to the Purchase Price for
          aggregate amounts of Prepaid Clay Lease Expenses in
          excess of $25,000.00.

               2.2.3  LIABILITIES ADJUSTMENT.  To the extent
          assumed by Buyer pursuant to Section 1.2 hereof, the
          accounts payable of the Business and accrued
          liabilities of Seller relating to the Richardson
          Property (as such term is hereinafter defined), in each
          case as at the Closing Date and incurred in the
          ordinary course of its business consistent with past
          practice (not to exceed the applicable maximum amounts
          therefor referred to in Sections 1.2(i) and 1.2(ii)
          hereof), shall decrease the Purchase Price on a dollar
          for dollar basis.

               2.2.4  ADJUSTMENTS REPORT.

                    (a)  Within 120 days after the Closing Date,
          Buyer shall deliver to Seller a report (the
          "Adjustments Report"), prepared by Buyer in good faith
          and on a reasonable basis, setting forth in reasonable
          detail Buyer's determination of the adjustments set
          forth in Sections 2.2.1, 2.2.2 and 2.2.3 hereof.

                    (b)  Within 30 days after receipt of the
          Adjustments Report, Seller shall review the Adjustments
          Report and notify Buyer in writing whether or not
          Seller accepts all or any of the adjustments set forth
          on the Adjustments Report.  If Seller accepts the
          Adjustments Report with respect to all adjustments
          contained therein, Buyer or Seller, as appropriate,
          shall, within five business days of such acceptance,
          make the following adjustments: (i) if the Purchase
          Price calculated based on the Adjustments Report is
          greater than the Initial Payment, Buyer shall pay to
          Seller in cash (by means of federal funds wire or
          interbank transfer in immediately available funds) the
          amount of such difference, or (ii) if the Purchase
          Price calculated based on the Adjustments


                              -13-

<PAGE>

          Report is less than the Initial Payment, Seller shall
          pay to Buyer in cash (by means of federal funds wire or
          interbank transfer in immediately available funds) the
          amount of such difference.

                    (c)  If Seller in good faith objects to any
          adjustments set forth on the Adjustments Report, Seller
          shall give notice thereof to Buyer in writing within 30
          days after receipt of the Adjustments Report,
          specifying in reasonable detail the nature and extent
          of such disagreement and Buyer and Seller shall have a
          period of 30 days from Buyer's receipt of such notice
          in which to resolve such disagreement.  If such notice
          of objection is not received by Buyer within 30 days
          after receipt of the Adjustments Report, it shall be
          deemed that Seller has accepted the Adjustments Report
          with respect to all items set forth therein and within
          five business days after the expiration of such 30 day
          period Buyer or Seller, as appropriate, shall make the
          payments described in Section 2.2.4(b) hereof.  Any
          disputed amounts which cannot be agreed to by the
          parties within 30 days from Buyer's receipt of Seller's
          notice of objection to any of the adjustments set forth
          in the Adjustments Report shall be determined by the
          Houston, Texas office of the accounting firm of Ernst &
          Young LLP ("EY").  The engagement of and the
          determination by EY (or any other accounting firm
          designated by EY as set forth below) shall be completed
          within 60 days after such assignment is given to EY and
          shall be binding on and shall be nonappealable by
          Seller and Buyer.  If for any reason EY is unable to
          act in such capacity, such determination will be made
          by any other nationally recognized accounting firm
          selected by the Houston, Texas office of EY.  The fees
          and expenses payable to EY (or any other accounting
          firm designated by EY) in connection with such
          determination will be borne 50% by Seller and 50% by
          Buyer, unless (i) the determination of EY (or any other
          accounting firm designated by EY) with respect to the
          disputed amounts results in a payment by Seller in an
          amount which exceeds by more than $25,000 the amount
          Seller shall have claimed it owes hereunder, in which
          case all the fees and expenses payable to EY (or any
          other accounting firm designated by EY) shall be paid
          by Seller, or (ii) the determination of EY (or any
          other accounting firm designated by EY) with respect to
          the disputed amounts results in a payment by Buyer in
          an amount which exceeds by more than $25,000 the amount
          Buyer shall have claimed it owed hereunder, in which
          case all the fees and expenses payable to EY (or any
          other accounting firm designated by EY) shall be paid
          by Buyer.  Within five business days after final
          determination of all disputed amounts in the
          Adjustments Report as provided in this Section
          2.2.4(c), Buyer or Seller, as appropriate, shall make
          the following adjustments: (i) if the Purchase Price as
          finally determined is greater than the Initial Payment,
          Buyer shall pay to Seller in cash (by means of federal
          funds wire or interbank transfer in immediately
          available funds) the amount of such difference; or (ii)
          if the Purchase Price as finally determined is less
          than the Initial Payment, Seller shall pay to Buyer in
          cash (by means of federal funds wire or interbank
          transfer in immediately available funds) the amount of
          such difference.  Each party shall, upon the request of
          the other party, promptly reimburse such other party
          for any fees or


                              -14-

<PAGE>

          expenses of EY (or any other accounting firm designated
          by EY) for which it is responsible under this Section
          2.2.4(c) but which have been paid by such other party.

                    (d)  In the event any payment required by
          this Section 2.2.4 is not made by the appropriate party
          when due pursuant to the terms of this Section 2.2.4,
          such payment shall accrue interest from the date such
          payment was due at the lesser of 15% per annum or the
          maximum rate permitted by applicable law.  Such
          interest shall be paid by the appropriate party upon
          demand by the other party.

          2.3  THE CLOSING.  The closing of the purchase and sale
     of the Purchased Assets provided herein (the "Closing")
     shall occur (i) at the offices of Kelly, Hart & Hallman, a
     professional corporation, 201 Main Street, Suite 2500, Fort
     Worth, Texas 76102, at 10:00 a.m., local time, on the first
     business day immediately following the day on or by which
     the last to be fulfilled or waived of the conditions set
     forth in Section 7 hereof shall be fulfilled or waived in
     accordance herewith or (ii) at such other time and place or
     on such other date as Seller and Buyer may mutually agree
     (such date and time of Closing being herein referred to
     collectively as the "Closing Date"). The Closing shall be
     deemed to have occurred as of 11:59 p.m. on the Closing
     Date.

     3.   REPRESENTATIONS AND WARRANTIES OF SELLER. Seller
represents and warrants to Buyer as follows:

          3.1  EXISTENCE; GOOD STANDING; CORPORATE AUTHORITY;
     COMPLIANCE WITH LAW.  Seller (i) is a corporation duly
     incorporated, validly existing and in good standing under
     the laws of the State of Delaware; (ii) is duly licensed or
     qualified to do business as a foreign corporation under the
     laws of the State of Texas; (iii) is duly licensed or
     qualified to do business as a foreign corporation under the
     laws of any other jurisdiction in which the character of the
     properties owned or leased by it therein or in which the
     transaction of its business makes such qualification
     necessary, except where the failure to be so qualified would
     not have a material adverse effect on the results of
     operations or financial condition of the Business and/or the
     Purchased Assets (a "Material Adverse Effect"); (iv) has all
     requisite corporate power and authority to own its
     properties and carry on its business as now conducted; (v)
     is not in default with respect to any order of any court,
     governmental authority or arbitration board or tribunal to
     which Seller is a party or is subject; (vi) except as set
     forth in Schedule 3.1 hereof, is not in violation of any
     laws, ordinances, governmental rules or regulations to which
     it is subject, except for violations that would not have a
     Material Adverse Effect; and (vii) except as set forth in
     Schedule 3.1 hereof, has obtained all licenses, permits and
     other authorizations and has taken all actions required by
     applicable laws or governmental regulations in connection
     with its business as now conducted, except where the failure
     to obtain such licenses, permits or authorizations, or the
     failure to take such actions, would not have a Material
     Adverse Effect.


                              -15-

<PAGE>

          3.2  AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.

               3.2.1  The execution and delivery of this
          Agreement and all agreements and documents contemplated
          hereby by Seller, and the consummation by it of the
          transactions contemplated hereby, have been duly
          authorized by the Board and, except for the approval of
          Seller's stockholders, no other corporate proceedings
          on the part of Seller are necessary to authorize this
          Agreement and the transactions contemplated hereby.

               3.2.2  This Agreement constitutes, and all
          agreements and documents contemplated hereby when
          executed and delivered pursuant hereto for value
          received will constitute, the valid and legally binding
          obligations of Seller enforceable in accordance with
          their terms, except that enforceability may be limited
          by applicable bankruptcy, insolvency, reorganization,
          fraudulent transfer, moratorium, bulk sales,
          preference, equitable subordination, marshalling or
          other similar laws of general application now or
          hereafter in effect relating to the enforcement of
          creditors' rights generally and except that the
          remedies of specific performance, injunction and other
          forms of equitable relief are subject to certain tests
          of equity jurisdiction, equitable defenses and the
          discretion of the court before which any proceeding
          therefor may be brought.

               3.2.3  The execution and delivery of this
          Agreement by Seller does not, and the consummation of
          the transactions contemplated hereby by Seller will
          not, except as set forth on Schedule 3.2 hereof, (i)
          require the consent, approval or authorization of, or
          declaration, filing or registration with, any
          governmental or regulatory authority or any third
          party; (ii) result in the breach of any term or
          provision of, or constitute a default under, or result
          in the acceleration of or entitle any party to
          accelerate (whether after the giving of notice or the
          lapse of time or both) any obligation under, or result
          in the creation or imposition of any Encumbrance (as
          such term is hereinafter defined) upon any part of the
          property of Seller pursuant to any provision of, any
          order, judgment, arbitration award, injunction, decree,
          indenture, mortgage, lease, license, lien, or other
          agreement or instrument to which Seller is a party or
          by which it is bound; or (iii) violate or conflict with
          any provision of the by-laws or certificate of
          incorporation of Seller as amended to the date hereof.

               As used herein, the term "Encumbrance" means any
          security interest, pledge, mortgage, lien (including,
          without limitation, environmental and tax liens),
          charge, adverse claim, preferential arrangement, or
          restriction of any kind, including, without limitation,
          any restriction on the use, transfer, or other exercise
          of any attributes of ownership.

          3.3  FINANCIAL STATEMENTS.  Attached as Schedule 3.3
     are true and complete copies of the unaudited balance sheet
     of the Business as at July 31, 1998 (the "Balance Sheet"),
     and the unaudited statement of income of the Business for
     the eleven-month period ended on such date, together with
     the notes and schedules thereto, if any.  The financial
     statements described in this Section 3.3 are referred to
     herein collectively as


                              -16-

<PAGE>

     the "Interim Financial Statements".  Except as set forth in
     Schedule 3.3 hereof, the Interim Financial Statements
     present fairly the financial position, results of operations
     and cash flows of the Business as at the date thereof and
     for the period then ended, in accordance with generally
     accepted accounting principles consistently applied, subject
     to year end adjustments.

          3.4  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since July
     31, 1998, there has not been: (i) any material adverse
     change in the business, operations, properties, condition
     (financial or other) or prospects of the Business, and no
     factor or condition exists and no event has occurred that
     would be likely to result in any such change, (ii) any
     material loss, damage, or other casualty to the Purchased
     Assets (other than any for which insurance awards have been
     received or guaranteed), or (iii) any loss of the
     employment, services or benefits of any key employee of the
     Business.  Since July 31, 1998, Seller has operated the
     Business in the ordinary course of business consistent with
     past practice and has not: (i) incurred or failed to pay or
     satisfy any material obligation or liability (whether
     accrued, contingent or otherwise) relating to the operations
     of the Business except in the ordinary course of business
     consistent with past practice, (ii) incurred or failed to
     discharge or satisfy any Encumbrance other than Encumbrances
     arising in the ordinary course of business that do not,
     individually or in the aggregate, interfere with the use,
     operation, enjoyment or marketability of any of the
     Purchased Assets, all of which shall be released as of the
     Closing Date, (iii) sold or transferred any of the assets of
     the Business or canceled any debts or claims or waived any
     rights material to the Business relating to the operations
     of the Business, (iv) defaulted on any material obligation
     relating to the operations of the Business, (v) entered into
     any transaction material to the Business, or materially
     amended or terminated any arrangement material to the
     Business or relating to the Business, except in the ordinary
     course of business consistent with past practice, or (vi)
     entered into any agreement or made any commitment to do any
     of the foregoing.

          3.5  TAXES.  Seller (i) has duly and timely filed or
     caused to be filed all federal, state, local and foreign tax
     returns required to be filed by it prior to the date hereof
     which relate to the Business or with respect to which the
     Business or the Purchased Assets are liable or otherwise in
     any way subject; (ii) has paid or fully accrued for all
     Taxes shown to be due and payable on such returns (which
     Taxes are all the Taxes due and payable under the laws and
     regulations pursuant to which such returns were filed); and
     (iii) has properly accrued for all such Taxes accrued in
     respect of it, the Business or the Purchased Assets for
     periods subsequent to the periods covered by such returns.
     No deficiency in payment of any such Taxes for any period
     has been asserted by any taxing body and remains unsettled
     at the date hereof.

          3.6  PERSONAL PROPERTY.  The machinery, equipment,
     furniture, fixtures and other tangible personal property
     owned, leased or used by Seller in the Business and included
     in the Purchased Assets are reasonably sufficient and
     adequate to carry on the Business as presently conducted.


                              -17-

<PAGE>

          3.7  ACCOUNTS RECEIVABLE.  All trade accounts, notes
     and other receivables arising out of the operations of the
     Business have arisen in the ordinary course of business and
     represent bona fide, undisputed  indebtedness (subject to no
     counterclaim, right of setoff or warranty claim) incurred by
     the applicable account debtor for goods held subject to
     delivery instructions or heretofore shipped or delivered
     pursuant to a contract of sale or for services heretofore
     performed by Seller.

          3.8  INVENTORY.  The inventories of Seller which are
     held in connection with, or used or held for use in the
     business and operations of, the Business do not include any
     inventory which is not usable or saleable in the ordinary
     course of business of the Business as heretofore conducted.

          3.9  BUSINESS PROPERTY RIGHTS.

               3.9.1     The Business Property Rights comprise
          all patents and applications therefor and the licenses
          thereto, and all trademarks and tradenames, trademark
          and tradename registrations, service marks and service
          mark registrations, copyrights and copyright
          registrations, the applications therefor and the
          licenses thereto, owned or held by Seller and which are
          used or held for use in connection with the Business
          and which are material to the Business.

               3.9.2     Seller owns or has valid rights to use
          all Business Property Rights without conflict with the
          rights of others.  Except as set forth in Schedule 3.15
          hereof, no person or entity has made or, to the best of
          Seller's knowledge,  threatened to make any claims that
          the operation of the Business is in violation of or
          infringes any other proprietary or trade rights of any
          third party.  To the best of Seller's knowledge, no
          third party is in violation of or is infringing upon
          any Business Property Rights.

          3.10 OWNED REAL PROPERTY.  The Owned Real Property
     comprises all of the real property owned, either in whole or
     in part, by Seller which is currently used or held for use
     in connection with the Business as now being conducted.
     Except as set forth in Schedule 3.10 hereof, Seller, as
     lessor, does not lease any Owned Real Property to any third
     party.  Except as set forth in Schedule 3.10 hereof,

                    (i)  Seller has not received any notice from
               any insurance company or from any board of fire
               underwriters (or other body exercising similar
               functions) claiming any defects or deficiencies in
               the Owned Real Property or suggesting, requiring
               or requesting the performance of any repairs,
               alterations or other work to the Owned Real
               Property that have been performed.

                    (ii) All permanent certificates of occupancy
               and all other licenses, permits, authorizations,
               consents, certificates and approvals required by
               all governmental authorities having jurisdiction
               and the


                              -18-

<PAGE>

               requisite certificates of the local board of fire
               insurance underwriters (or other body exercising
               similar functions), in each case for the operation
               of the Owned Real Property as currently operated,
               which are material to the Business and which have
               been issued for the Owned Real Property, have been
               paid for, and are in full force and effect; all of
               the same will be assignable by Seller on the
               Closing Date, and none of them will be
               invalidated, violated, or otherwise adversely
               affected by the assignment thereof or by the
               transfer of the Owned Real Property to Buyer.

                    (iii)     The improvements on the Owned Real
               Property are being maintained and operated in
               substantial compliance with all applicable laws,
               regulations, insurance requirements, contracts,
               leases, permits, licenses, ordinances,
               restrictions, and easements, and Seller has
               received no notice, written or verbal, claiming
               any violation of any of the same.

                    (iv) Utility systems and lines necessary to
               operate the Owned Real Property as currently
               operated serve the Owned Real Property and are
               connected to the lines and/or other facilities of
               the respective public authorities or utility
               companies providing such services or accepting
               such discharge, either adjacent to the Owned Real
               Property or through easements or rights of way
               benefitting, appurtenant to and forming a part of
               the Owned Real Property; and any such easements or
               rights-of-way have been fully granted; and all
               charges therefor have been fully paid by Seller
               and all charges for the aforesaid utility systems
               and the connection of the Owned Real Property
               thereto, including without limitation connection
               fees, "tie-in" charges and other charges now or
               hereafter to become due and payable, have been
               fully paid by Seller; provided, however, that
               Seller makes no representation or warranty with
               respect to the adequacy or validity of any
               easements associated with the Owned Gas Pipeline.

                    (v)  All contractors, subcontractors, and
               other persons or entities furnishing work, labor,
               materials or supplies to Seller or Seller's
               predecessors in interest for the development and
               construction of the Owned Real Property have been
               paid in full for all work performed to date except
               for retainage in customary amounts in accordance
               with the construction contracts for the Owned Real
               Property, and there are no claims against Seller
               or the Owned Real Property in connection
               therewith.

                    (vi) No zoning variances, special exceptions
               or other special relief from applicable
               governmental requirements have been issued for the
               construction of the Owned Real Property or for its
               present or intended use.


                              -19-

<PAGE>

                    (vii)     Seller has not received any notice
               of any governmental regulation, order or
               requirement restricting the operation of the Owned
               Real Property in the manner in which the Owned
               Real Property is being operated on the date
               hereof.

                    (viii)    Seller has not received any written
               notice of, nor to the best of Seller's knowledge,
               is there any proceeding pending for the increase
               or decrease of the assessed valuation of all or
               any portion of the Owned Real Property.

                    (ix) Seller has not received any notice of
               any condemnation proceeding or other proceedings
               in the nature of eminent domain in connection with
               the Owned Real Property.

                    (x)  No portion of the Owned Real Property is
               located within an area designated as a flood
               hazard area or an area which will require the
               purchase of flood insurance for the obtaining of
               any federally insured or federally related loan;
               and no portion of the Owned Real Property is
               located in any conservation or historic district.

                    (xi) No assessments for public improvements
               have been made against the Owned Real Property
               which remain unpaid and all such assessments which
               have been or could be levied for public
               improvements ordered, commenced or completed prior
               to the Closing Date have been paid for in full by
               Seller.  All ad valorem real property taxes and
               personal property taxes related to the Owned Real
               Property and the personal property therein have
               been paid through and including 1997.

                    (xii)     There are no special assessments
               respecting the Owned Real Property which will
               result from work, activities or improvements done
               to the Owned Real Property by Seller in the course
               of construction, alteration or repair of the Owned
               Real Property.


          3.11 LEASED REAL PROPERTY.  The Leases comprise all of
     the leases or subleases by Seller of real property or
     interests in real property (including mineral, sand or clay
     rights) used or held for use in connection with the Business
     as now being conducted.  Seller has not received any written
     notification that it is in default with respect to any of
     the Leases nor are there any disputes between any landlord
     and Seller with respect to the Leases that would affect the
     right of Seller to remain in possession or otherwise affect
     the current use of the property leased or the rental amount
     then due.  Except as set forth in Schedule 3.11 hereof,
     Seller has performed all obligations required to be
     performed by it to date under, and is not in default in
     respect of, any Lease, and no event has occurred which, with
     due notice or lapse of time or both, would constitute such a
     default.  To the best of Seller's knowledge, no other party
     to any Lease is in default in respect thereof, and no event
     has occurred which, with due


                              -20-

<PAGE>

     notice or lapse of time or both, would constitute such a
     default.  True and complete copies of all Leases have been
     made available to Buyer or its representatives.

          3.12 TITLE TO PROPERTY; ENCUMBRANCES; SUFFICIENCY OF
     PURCHASED ASSETS.  Seller has good, valid and, in the case
     of the Owned Real Property, indefeasible fee simple, title
     to all the Purchased Assets, in each case free and clear of
     all Encumbrances except for (i) Encumbrances on the Owned
     Real Property reflected in any Title Commitment (as such
     term is hereinafter defined) or (ii) other Encumbrances
     reflected in Schedule 3.12 hereof; provided, however, that
     Seller makes no representation or warranty with respect to
     the adequacy or validity of any easements associated with
     the Owned Gas Pipeline.  No part of the Business is operated
     by Seller through any person or entity other than Seller.
     The Purchased Assets, together with the Excluded Assets,
     comprise all of the assets and properties of Seller which
     are held in connection with, or used or held for use in the
     business or operations of, the Business as now being
     conducted and which are required for the continued conduct
     of the Business as now being conducted.

          3.13 LICENSES AND PERMITS.  Schedule 3.13 hereof sets
     forth a true and complete list of all of Seller's material
     licenses, permits, franchises, authorizations,
     registrations, approvals and certificates of occupancy (or
     their equivalent), including without limitation any
     environmental permits, issued or granted to it with respect
     to the Business by the government of the United States or of
     any state, city, municipality, county or town thereof, or of
     any foreign jurisdiction, or any department, agency, board
     division, subdivision, audit group or procuring office,
     commission, bureau or instrumentality of any of the
     foregoing (the "Licenses and Permits"), and all pending
     applications therefor.  Except as set forth on Schedule
     3.13, each of Seller's Licenses and Permits has been duly
     obtained, is valid and in full force and effect, and is not
     subject to any pending or, to the best of Seller's
     knowledge, threatened administrative or judicial proceeding
     to revoke, cancel, suspend or declare such License and
     Permit invalid in any respect.

          3.14 Compliance with Law.  Except as set forth on
     Schedule 3.14 hereof or except to the extent constituting an
     Assumed Liability, the operations of the Business have been
     conducted in all material respects in accordance with all
     applicable laws, regulations, orders and other requirements
     of all courts and other governmental or regulatory
     authorities, domestic or foreign, having jurisdiction over
     it and its assets, properties and operations, except where
     the failure to so conduct its business would not have a
     Material Adverse Effect. Seller has not received notice of
     any violation of any such law, regulation, order or other
     legal requirement, or is not in default with respect to any
     order, writ, judgment, award, injunction or decree of any
     national, state or local court or governmental or regulatory
     authority or arbitrator, domestic or foreign, applicable to
     the Business or the Purchased Assets, except where the
     violation or default would not have a Material Adverse
     Effect.

          3.15 LITIGATION.  Except as set forth in Schedule 3.15
     hereof, there are no claims, actions, suits, proceedings or
     investigations pending or, to the best of Seller's


                              -21-

<PAGE>

     knowledge, threatened before any federal, state or local
     court or governmental or regulatory authority, domestic or
     foreign, or before any arbitrator of any nature, brought by
     or against Seller or any of its officers, directors,
     employees, or agents involving, affecting or relating to the
     Business, the Purchased Assets or the transactions
     contemplated by this Agreement, nor does there exist any
     fact which might reasonably be expected to give rise to any
     such suit, proceeding, dispute or investigation.  Neither
     the Business nor the Purchased Assets is subject to any
     order, writ, judgment, award, injunction or decree of any
     federal, state or local court or governmental or regulatory
     authority, domestic or foreign, or any arbitrator of any
     nature, that affects or might affect the Business or the
     Purchased Assets, or that would or might interfere with the
     transactions contemplated by this Agreement.

          3.16 CONTRACTS.  Schedule 3.16 hereof sets forth a true
     and complete list of all material Contracts by which any of
     the Purchased Assets are bound or affected, or to which
     Seller is a party or by which it is bound in connection with
     the Purchased Assets or the Business.  All of the Contracts
     to be assumed by Buyer hereunder are in full force and
     effect and are valid, binding and enforceable against the
     parties thereto in accordance with their terms.  Seller and,
     to its best knowledge, each other party to such assumed
     Contracts has performed all obligations required to be
     performed by it to date under, and is not in default or
     delinquent in performance, status or any other respect
     (claimed or actual) in connection with, such assumed
     Contracts, and no event has occurred which, with due notice
     or lapse of time or both, would constitute such a default.
     The enforceability of such assumed Contracts will not be
     affected in any manner by the execution, delivery and
     performance of this Agreement, subject to any required
     consents.  Seller has delivered to Buyer or its
     representatives true and complete originals or copies of all
     such written assumed Contracts and summaries of all such
     oral assumed Contracts.

          3.17 LABOR MATTERS.  Except for Seller's Collective
     Bargaining Agreement with the United Steel Workers of
     America District Number 12, (i) Seller is not a party to any
     employment agreements with employees that are not terminable
     at will, or that provide for the payment of any bonus or
     commission, (ii) Seller is not a party to any agreement,
     policy or practice that requires it to pay termination or
     severance pay to salaried, non-exempt or hourly employees of
     the Business (other than as required by law), (iii) Seller
     is not a party to any collective bargaining agreement or
     other labor union contract applicable to employees of the
     Business nor does Seller know of any activities or
     proceedings of any labor union to organize any such
     employees, and (iv) Seller is not a party to or subject to
     any conciliation agreements, consent decrees or settlements
     with respect to the Business or its employees.  Seller has
     furnished to Buyer complete and correct copies of all such
     agreements (the "Employment and Labor Agreements").  Seller
     has not breached or otherwise failed to comply with any
     provisions of the Employment and Labor Agreements, there are
     no grievances outstanding thereunder.

          Except as set forth in Schedule 3.17 hereof: (i) Seller
     is in compliance with all applicable laws relating to
     employment and employment practices, wages, hours, and


                              -22-

<PAGE>

     terms and conditions of employment in each case relating to
     the Business, (ii) there is no unfair labor practice charge
     or complaint pending before the NLRB relating to the
     Business, or, to Seller's best knowledge, threatened against
     the Business, (iii) there is no labor strike, material
     slowdown or material work stoppage or lockout pending or, to
     Seller's best knowledge, threatened against or affecting the
     Business, and Seller has not experienced any strike,
     material slowdown or material work stoppage, lockout or
     other collective labor action by or with respect to
     employees of the Business within the last 24 months, (iv)
     there is no representation, claim or petition pending before
     the NLRB or any similar foreign agency and no question
     concerning representation exists relating to the employees
     of the Business, (v) there are no charges with respect to or
     relating to the Business pending before the Equal Employment
     Opportunity Commission or any state, local or foreign agency
     responsible for the prevention of unlawful employment
     practices, and (vi) Seller has not received notice from any
     national, state, local or foreign agency responsible for the
     enforcement of labor or employment laws of an intention to
     conduct an investigation of it relating to the Business and
     no such investigation is in progress.

          Seller has furnished Buyer with a complete and accurate
     list of all its employee manuals, policies, procedures and
     work-related rules that apply to employees of the Business
     ("Employee Policies and Procedures").

          3.18 EMPLOYEE PLANS.  Except as set forth in Schedule
     3.18 hereof, Seller does not maintain and does not have any
     obligation to contribute to any pension, savings,
     retirement, health, life, disability, other insurance,
     severance, bonus, incentive compensation, stock option or
     other equity-based or other employee benefit or fringe
     benefit plans (whether or not "employee benefit plans" as
     defined in Section 3(3) of ERISA) with respect to the
     Business (collectively referred to herein as the "Plans").
     Seller or any trade or business (whether or not
     incorporated) which is or has ever been treated as a single
     employer with Seller under Section 414(b), (c), (m) or (o)
     of the Code ("ERISA Affiliate") has incurred no liability
     under Title IV of ERISA or Section 412 of the Code, except
     for any such liability which has been satisfied in full, and
     no events have occurred and no circumstances exist that
     could reasonably be expected to result in any such liability
     to Seller or any ERISA Affiliate.

          3.19 INSURANCE.  Schedule 3.19 hereof lists the
     fidelity bonds and the aggregate coverage amount and type
     and generally applicable deductibles of all insurance
     policies insuring the Business and the Purchased Assets or
     relating to employees of the Business.  Seller shall
     maintain the coverage under all policies and bonds listed in
     Schedule 3.19 hereof in full force and effect through the
     Closing Date.

          3.20 ENVIRONMENTAL MATTERS.  Schedule 3.20 hereof sets
     forth a list of all documents, records and information in
     Seller's possession or control concerning Environmental
     Conditions and/or Serious Environmental Conditions relevant
     to any Site or any facilities or operations thereon, whether
     generated by Seller or others, including without limitation
     environmental audits, environmental risk assessments, or
     site assessments of any Site and/or adjacent property or
     other property in the vicinity


                              -23-

<PAGE>

     of any Site owned or operated by Seller relating to the
     Business, documentation regarding any on-site or off-site
     Release of Hazardous Materials, spill control plans, permits
     or registrations and related compliance, and environmental
     agency reports and correspondence.  Seller has delivered to
     Buyer or its representatives true and complete originals or
     copies of all such documents, records and information.

          3.21 CUSTOMERS AND SUPPLIERS.  Seller does not have any
     outstanding purchase contracts or commitments or unaccepted
     purchase orders relating to the Business which are in excess
     of the normal, ordinary and usual requirements.  No supplier
     or subcontractor to the Business has reduced its shipments
     of orders issued by Seller, or threatened to discontinue,
     supplying such items or services to Seller on reasonable
     terms.  Seller has not received notice that, nor does Seller
     have any knowledge that, any such supplier or subcontractor
     to the Business has, will or plans to discontinue doing
     business with Seller on substantially the same terms as are
     consistent with its past practices.

          3.22 NO BROKERS. Neither Seller nor any related party
     has entered into any contract, arrangement or understanding
     with any person or firm which may result in the obligation
     of Buyer to pay any finder's fees, brokerage or agent's
     commissions or other like payments in connection with the
     negotiations leading to this Agreement or the consummation
     of the transactions contemplated hereby.

          3.23 NO OTHER AGREEMENTS TO SELL THE PURCHASED ASSETS.
     Neither Seller nor any related party has any commitment or
     legal obligation to any other person other than Buyer to
     sell, assign, transfer or effect a sale of any of the
     Purchased Assets (other than in the ordinary course of
     business), to effect any merger, consolidation, liquidation,
     dissolution or other reorganization of Seller, or to enter
     into any agreement or cause the entering into of an
     agreement with respect to any of the foregoing.

          3.24 ACCURACY OF INFORMATION.  None of Seller's
     representations, warranties or statements contained in this
     Agreement, in the Schedules and Exhibits hereto or in any
     other document delivered to the Buyer in connection with the
     transactions contemplated by this Agreement, contains or
     will contain any untrue statement of a material fact or
     omits to state any material fact necessary in order to make
     any of such representations, warranties or statements, in
     light of the circumstances under which they were made, not
     misleading.

     4.   REPRESENTATIONS AND WARRANTIES OF BUYER.  Buyer
represents and warrants to Seller as follows:

          4.1  EXISTENCE; GOOD STANDING; CORPORATE AUTHORITY;
     COMPLIANCE WITH LAW.  Buyer (i) is a corporation duly
     incorporated, validly existing and in good standing under
     the laws of the State of Delaware; (ii) is duly licensed or
     qualified to do business as a foreign corporation and is in
     good standing under the laws of any other jurisdiction in
     which the character of the properties owned or leased by it
     therein or in which the transaction of its business makes
     such qualification necessary, except where


                              -24-

<PAGE>

     the failure to be so qualified would not have a material
     adverse effect on the results of operations or financial
     condition of Buyer; (iii) has all requisite corporate power
     and authority to own its properties and carry on its
     business as now conducted; (iv) is not in default with
     respect to any order of any court, governmental authority or
     arbitration board or tribunal to which Buyer is a party or
     is subject; (v) is not in violation of any laws, ordinances,
     governmental rules or regulations to which it is subject,
     except for violations that would not have a material adverse
     effect on the results of operations or financial condition
     of Buyer; and (vi) has obtained all licenses, permits and
     other authorizations and has taken all actions required by
     applicable laws or governmental regulations in connection
     with its business as now conducted, except where the failure
     to obtain such licenses, permits or authorizations, or the
     failure to take such actions, would not have a material
     adverse effect on the results of operations or financial
     condition of Buyer.

          4.2  AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.

               4.2.1  The execution and delivery of this
          Agreement and all agreements and documents contemplated
          hereby by Buyer, and the consummation by it of the
          transactions contemplated hereby, have been duly
          authorized by all requisite corporate action.

               4.2.2  This Agreement constitutes, and all
          agreements and documents contemplated hereby when
          executed and delivered pursuant hereto for value
          received will constitute, the valid and legally binding
          obligations of Buyer enforceable in accordance with
          their terms, except that enforceability may be limited
          by applicable bankruptcy, insolvency, reorganization,
          fraudulent transfer, moratorium, bulk sales,
          preference, equitable subordination, marshalling or
          other similar laws of general application now or
          hereafter in effect relating to the enforcement of
          creditors' rights generally and except that the
          remedies of specific performance, injunction and other
          forms of equitable relief are subject to certain tests
          of equity jurisdiction, equitable defenses and the
          discretion of the court before which any proceeding
          therefor may be brought.

               4.2.3  The execution and delivery of this
          Agreement by Buyer does not, and the consummation of
          the transactions contemplated hereby by Buyer will not,
          except as set forth on Schedule 4.2 hereof, (i) require
          the consent, approval or authorization of, or
          declaration, filing or registration with, any
          governmental or regulatory authority or any third
          party; (ii) result in the breach of any term or
          provision of, or constitute a default under, or result
          in the acceleration of or entitle any party to
          accelerate (whether after the giving of notice or the
          lapse of time or both) any obligation under, or result
          in the creation or imposition of any Encumbrance upon
          any part of the property of Buyer pursuant to any
          provision of, any order, judgment, arbitration award,
          injunction, decree, indenture, mortgage, lease,
          license, lien, or other agreement or instrument to
          which Buyer is a party or by which it is bound; or
          (iii) violate or conflict with any provision


                              -25-

<PAGE>

          of the by-laws or certificate of incorporation of Buyer
          as amended to the date hereof.

     5.   SURVIVAL OF PROVISIONS/INDEMNIFICATION.

          5.1  SURVIVAL OF PROVISIONS.  All the respective
     representations, warranties, covenants and agreements of
     each of the parties hereto made herein or in any certificate
     or other document furnished or to be furnished by the
     parties pursuant hereto (except covenants and agreements
     which are expressly required to be performed and are
     performed in full on or before the Closing Date) shall be
     considered to have been relied upon by the other party
     hereto, as the case may be, shall survive, in accordance
     with their terms, delivery by the parties hereto of the
     consideration to be given by them hereunder, and shall
     survive the execution hereof, the Closing hereunder and the
     Closing Date, except as otherwise provided herein.

          5.2  INDEMNIFICATION BY SELLER.  Upon the terms and
     subject to the conditions set forth in Sections 5.4 and 5.5
     hereof and this Section 5.2, Seller agrees to indemnify,
     defend, protect, save and hold harmless each Buyer
     Indemnitee (as such term is hereinafter defined) against,
     and will reimburse each Buyer Indemnitee on demand for, any
     and all Losses (as such term is hereinafter defined) made or
     incurred by or asserted against such Buyer Indemnitee, at
     any time after the Closing Date, directly or indirectly,
     arising out of, related to, caused by, or resulting from any
     of the following ("Seller Indemnifiable Claims"):

               (a)  any and all Excluded Liabilities; or

               (b)  any inaccuracy, omission, misrepresentation,
          breach of warranty, or nonfulfillment of any term,
          provision, covenant or agreement on the part of Seller
          contained herein or in any certificate or other
          instrument furnished or to be furnished by Seller to
          Buyer pursuant hereto.

          As used herein, the term "Losses" shall mean, with
     respect to any person or party,  any payment, loss,
     liability, obligation, damage (including, without
     limitation, consequential, punitive, special or otherwise),
     deficiency, lien, claim, suit, cause of action, judgment,
     cost or expense (including, without limitation, reasonable
     attorneys' fees and court costs) of any kind, nature or
     description.

          As used herein, the term "Buyer Indemnitee" shall mean
     Buyer and any entity controlling, controlled by or under
     common control with Buyer.

          As used herein, the term "control", "controlling" and
     "controlled" shall mean the possession, directly or
     indirectly, of the power to direct or cause the direction of
     the management and policies of a person or party, whether
     through the ownership of voting securities or voting
     interests, by contract or otherwise.


                              -26-

<PAGE>

          5.3  INDEMNIFICATION BY BUYER.  Upon the terms and
     subject to the conditions set forth in Sections 5.4 and 5.5
     hereof and this Section 5.3, Buyer agrees to indemnify,
     defend, protect, save and hold harmless Seller against, and
     will reimburse Seller on demand for, any and all Losses made
     or incurred by or asserted against Seller, at any time after
     the Closing Date, directly or indirectly, arising out of,
     related to, caused by, or resulting from any of the
     following ("Buyer Indemnifiable Claims"):

               (a)  any and all Assumed Liabilities; or

               (b)  all warranties, liabilities or obligations to
          customers or distributors with respect to the repair or
          replacement of any finished products related to the
          Business which are manufactured by Buyer after the
          Closing Date, and all other liabilities or obligations
          of Buyer arising out of or related to the Purchased
          Assets and/or the Business that arise or occur after
          the Closing Date to the extent such liabilities or
          obligations do not constitute Excluded Liabilities; or

               (c)  any inaccuracy, omission, misrepresentation,
          breach of warranty, or nonfulfillment of any term,
          provision, covenant or agreement on the part of Buyer
          contained herein or in any certificate or other
          instrument furnished or to be furnished by Buyer to
          Seller pursuant hereto.

          5.4  LIMITATIONS ON INDEMNIFICATION.  Rights to
     indemnification under Section 5.2 or 5.3 hereof are subject
     to the following limitations:

               (a)  No amount shall be payable by Seller in
          indemnification under Section 5.2 hereof until and
          unless the aggregate of all Losses incurred by all
          Buyer Indemnitees with respect to one or more Seller
          Indemnifiable Claims (other than Losses incurred by the
          Buyer Indemnitees with respect to Seller Indemnifiable
          Claims relating to any representation or warranty of
          Seller set forth in Section 3.1(i), 3.2.1, 3.2.2, 3.5,
          3.9.1, 3.10, 3.11, 3.12 or 3.20 hereof or to any
          Excluded Liability (including, without limitation, any
          Serious Environmental Condition)) shall exceed
          $25,000.00 (the "Threshold"), in which event the Buyer
          Indemnitees shall be entitled to indemnification under
          Section 5.2 hereof for all such Losses (including
          amounts up to the Threshold) incurred by all Buyer
          Indemnitees with respect to all such Seller
          Indemnifiable Claims up to an amount equal to the
          Purchase Price.

               (b)  No amount shall be payable by Seller in
          indemnification under Section 5.2 hereof with respect
          to any Losses incurred by any Buyer Indemnitee with
          respect to any Seller Indemnifiable Claim relating to
          any representation or warranty of Seller set forth in
          Section 3.1(iii), 3.3, 3.6, 3.8, 3.17, 3.18, 3.19, 3.23
          or 3.24 hereof, which representations and warranties
          shall be deemed to be conditions to the Closing and
          shall not survive the Closing or the Closing Date.  No
          amount shall be payable by Seller in indemnification
          under Section 5.2 hereof with respect to any Losses
          incurred by any Buyer Indemnitee with respect to any
          Seller Indemnifiable Claim relating to the adequacy or
          validity of any easements associated with the Owned Gas
          Pipeline.


                              -27-

<PAGE>

               (c)  With respect to any Losses incurred by any
          Buyer Indemnitee with respect to any Seller
          Indemnifiable Claim relating to any representation or
          warranty of Seller set forth in Section 3.1(i), 3.2.1,
          3.2.2, 3.5, 3.9.1, 3.10, 3.11, 3.12 or 3.20 hereof or
          to any Excluded Liability (including, without
          limitation, any Serious Environmental Condition), such
          Buyer Indemnitee shall be entitled to indemnification
          under Section 5.2 hereof for all such Losses incurred
          by such Buyer Indemnitee with respect to such Seller
          Indemnifiable Claim without limitation as to the amount
          of such Losses.

               (d)  The obligations of Seller under Section 5.2
          hereof with respect to any Losses incurred by any Buyer
          Indemnitee with respect to any Seller Indemnifiable
          Claim arising out of or relating to any breach of any
          representation or warranty of Seller set forth in
          Section 3.1(i), 3.2.1, 3.2.2, 3.5, 3.9.1, 3.10, 3.11 or
          3.12 hereof, or to any Excluded Liability (other than
          any Serious Environmental Condition), shall not expire.

               (e)  Subject to Section 5.4(h) hereof, the
          obligations of Seller under Section 5.2 hereof with
          respect to any Losses incurred by any Buyer Indemnitee
          with respect to any Seller Indemnifiable Claim arising
          out of or relating to any breach of any covenant or
          agreement of Seller set forth in this Agreement shall
          terminate upon expiration, if any, of such covenant or
          agreement as provided herein.

               (f)  Subject to Section 5.4(h) hereof, the
          obligations of Seller under Section 5.2 hereof with
          respect to any Losses incurred by any Buyer Indemnitee
          with respect to any Seller Indemnifiable Claim arising
          out of or relating to any Serious Environmental
          Condition, or to any breach of any representation or
          warranty of Seller set forth in this Agreement (other
          than any breach of any representation or warranty of
          Seller set forth in Section 3.1(i), 3.1(iii), 3.2.1,
          3.2.2, 3.3, 3.5, 3.6, 3.8, 3.9.1, 3.10, 3.11, 3.12,
          3.17, 3.18, 3.19, 3.23 or 3.24 hereof), shall terminate
          on the second anniversary of the Closing Date.

               (g)  Subject to Section 5.4(h) hereof, the
          obligations of Buyer under Section 5.3 hereof with
          respect to any Losses incurred by Seller with respect
          to any Buyer Indemnifiable Claim arising out of or
          relating to any breach of any representation or
          warranty of Buyer contained in this Agreement shall
          terminate on the second anniversary of the Closing
          Date.  The obligations of Buyer under Section 5.3
          hereof with respect to any Losses incurred by Seller
          with respect to any Buyer Indemnifiable Claim arising
          out of or relating to any Assumed Liability, or to any
          matter referred to in Section 5.3(b) hereof, shall not
          expire.  Subject to Section 5.4(h) hereof, the
          obligations of Buyer under Section 5.3 hereof with
          respect to any Losses incurred by Seller with respect
          to any Buyer Indemnifiable Claim arising out of or
          relating to any breach of any covenant or agreement of
          Buyer set forth in this Agreement shall terminate upon
          expiration, if any, of such covenant or agreement as
          provided herein.


                              -28-

<PAGE>

               (h)  The foregoing provisions of this Section 5.4
          notwithstanding, if, prior to the termination of any
          obligation to indemnify, written notice of a Seller
          Indemnifiable Claim or a Buyer Indemnifiable Claim, as
          the case may be, is given by the party seeking
          indemnification (the "Indemnified Party") to the party
          from whom indemnification is sought (the "Indemnifying
          Party"), or a suit or action based upon a Seller
          Indemnifiable Claim or a Buyer Indemnifiable Claim, as
          the case may be, is commenced against the Indemnifying
          Party, the Indemnified Party shall not be precluded
          from pursuing such claimed breach, occurrence, other
          matter, or suit or action, or recovering from the
          Indemnifying Party (whether through the courts or
          otherwise) on the Seller Indemnifiable Claim or the
          Buyer Indemnifiable Claim, as the case may be, by
          reason of the termination otherwise provided for above
          in this Section 5.4, if any.

          5.5  CONDITIONS OF INDEMNIFICATION.  With respect to
     any actual or potential claim, any written demand, the
     commencement of any action, or the occurrence of any other
     event which involves any Seller Indemnifiable Claim or Buyer
     Indemnifiable Claim (a "Claim"):

               (a)  Promptly after the President of the
          Indemnified Party first receives written documents
          pertaining to the Claim, or if such Claim does not
          involve a third party Claim (a "Third Party Claim"),
          promptly after the Indemnified Party first has actual
          knowledge of such Claim, the Indemnified Party shall
          give notice to the Indemnifying Party of such Claim in
          reasonable detail and stating the amount involved, if
          known, together with copies of any such written
          documents.

               (b)  The obligation of the Indemnifying Party to
          indemnify the Indemnified Party with respect to any
          Claim shall not be affected by the failure of the
          Indemnified Party to give the notice with respect
          thereto in accordance with Section 5.5(a) hereof unless
          the Indemnifying Party shall establish by clear and
          convincing evidence that it has been irretrievably
          prejudiced thereby.

               (c)  If the Claim involves a Third Party Claim,
          then the Indemnifying Party shall have the right, at
          its sole cost, expense and ultimate liability
          regardless of the outcome, and through counsel of its
          choice (which counsel shall be reasonably satisfactory
          to the Indemnified Party), to litigate, defend, settle
          or otherwise attempt to resolve such Third Party Claim;
          provided, however, that if in the Indemnified Party's
          reasonable judgment a conflict of interest may exist
          between the Indemnified Party and the Indemnifying
          Party with respect to such Third Party Claim, then the
          Indemnified Party shall be entitled to select counsel
          of its own choosing, reasonably satisfactory to the
          Indemnifying Party, in which event the Indemnifying
          Party shall be obligated to pay the fees and expenses
          of such counsel.  Notwithstanding the preceding
          sentence, the Indemnified Party may elect, at any time
          and at the Indemnified Party's sole cost, expense and
          ultimate liability, regardless of the outcome, and


                              -29-

<PAGE>

          through counsel of its choice, to litigate, defend,
          settle or otherwise attempt to resolve such Third Party
          Claim.  If the Indemnified Party so elects (for reasons
          other than the Indemnifying Party's failure or refusal
          to provide a defense to such Third Party Claim), then
          the Indemnifying Party shall have no obligation to
          indemnify the Indemnified Party with respect to such
          Third Party Claim, but such disposition will be without
          prejudice to any other right the Indemnified Party may
          have to indemnification under Section 5.2 or 5.3
          hereof, regardless of the outcome of such Third Party
          Claim.  If the Indemnifying Party fails or refuses to
          provide a defense to any Third Party Claim, then the
          Indemnified Party shall have the right to undertake the
          defense, compromise or settlement of such Third Party
          Claim, through counsel of its choice, on behalf of and
          for the account and at the risk of the Indemnifying
          Party, and the Indemnifying Party shall be obligated to
          pay the costs, expenses and attorney's fees incurred by
          the Indemnified Party in connection with such Third
          Party Claim.  In any event, Seller and the Buyer
          Indemnitees shall fully cooperate with each other and
          their respective counsel in connection with any such
          litigation, defense, settlement or other attempted
          resolution.

          5.6  BUYER'S RIGHT OF WITHHOLDING AND OFFSET.

               5.6.1  In addition to any other rights of the
          Buyer Indemnitees, if any Seller Indemnifiable Claim
          remains unresolved as between Buyer and Seller on any
          date on which any payment of any amount is otherwise
          due and payable by Buyer hereunder, then Buyer shall be
          entitled to withhold payment of any such amount that is
          otherwise due and payable hereunder up to an aggregate
          amount equal to the estimated Losses with respect to
          all such unresolved Seller Indemnifiable Claims until
          the earlier of (i) such time as such Seller has paid
          all such unresolved Seller Indemnifiable Claims in full
          or otherwise corrected or remedied all such unresolved
          Seller Indemnifiable Claims to the reasonable
          satisfaction of Buyer or (ii) final adjudication
          (including appeals) by a court of competent
          jurisdiction; provided, however, that Seller does not
          waive any of its rights against wrongful withholding.

               5.6.2  Upon a final determination (by a court of
          competent jurisdiction or otherwise by agreement of
          Buyer and Seller) of the value of any Seller
          Indemnifiable Claim, Buyer shall be entitled to an
          offset and credit against the unpaid payments hereunder
          in an aggregate amount equal to the value of such
          Seller Indemnifiable Claim.

     6.   OTHER COVENANTS AND AGREEMENTS.

          6.1  RESTRICTIVE COVENANTS.

               6.1.1  CUSTOMER RESTRICTION.  Subject to Section
          6.1.4 hereof, Seller covenants and agrees that it shall
          not, for a period of five years from and after the
          Closing Date, working alone or in conjunction with one
          or more other


                              -30-

<PAGE>

          persons or entities, for compensation or not, (i)
          provide or offer to provide to any Customer (as such
          term is hereinafter defined) any clay brick product, or
          (ii) induce or attempt to induce any Customer to
          withdraw, curtail or cancel such business with Buyer or
          any of its subsidiaries or affiliates or in any manner
          modify or fail to enter into any such actual or
          potential business relationship with Buyer or any of
          its subsidiaries or affiliates.  As used in this
          Section 6.1, the term "Customer" means any person or
          entity for whom Seller provided clay brick product on
          or prior to the Closing Date.  As used in this Section
          6.1, the term "Vendor" means any third party selling or
          licensing a product or service to a Customer or to the
          Business on or prior to the Closing Date.

               6.1.2  NON-RAID.  Subject to Section 6.1.4 hereof,
          Seller covenants and agrees that it shall not, for a
          period of five years from and after the Closing Date,
          working alone or in conjunction with one or more other
          persons or entities, for compensation or not, (i)
          recruit or otherwise solicit or induce any person or
          entity who is, on the Closing Date or thereafter, an
          employee or Vendor of the Business to terminate their
          employment with, or otherwise cease or reduce their
          relationship with, the Business, Buyer or any of its
          subsidiaries or affiliates, or (ii) recruit or
          otherwise solicit any person or entity who, within the
          six months immediately preceding the Closing Date, had
          been an employee or Vendor of the Business.

               6.1.3  NONCOMPETITION.  Subject to Section 6.1.4
          hereof, Seller covenants and agrees that it shall not,
          for a period of five years from and after the Closing
          Date, working alone or in conjunction with one or more
          other persons or entities, for compensation or not,
          permit Seller's name to be used by or engage in or
          carry on, directly or indirectly, either for itself or
          as a member of a partnership or other entity or as a
          stockholder, investor, agent, associate or consultant
          of any person, partnership, corporation or other entity
          (other than Buyer or a subsidiary or affiliate of
          Buyer), the business of manufacturing, storing,
          delivering, selling, supplying or distributing clay
          brick products (but only for as long as such business
          is carried on by (i) Buyer and/or any of its
          subsidiaries or affiliates or (ii) any person,
          corporation, partnership, trust or other organization
          or entity deriving title from Buyer and/or any of its
          subsidiaries or affiliates to the assets and goodwill
          of such business) in any county in any state of the
          United States in which Buyer or any of its subsidiaries
          or affiliates conducts such business, or in any other
          county in each state of the United States.  The parties
          intend that the covenants contained in this Section
          6.1.3 shall be deemed to be a series of separate
          covenants, one for each county in each state of the
          United States and, except for geographic coverage, each
          such separate covenant shall be identical in terms to
          the covenant contained in this Section 6.1.3.

               6.1.4     Notwithstanding anything to the contrary
          contained herein, the covenants set forth in Sections
          6.1.1, 6.1.2 and 6.1.3 hereof shall terminate in the
          event of a Change of Control (as such term is
          hereinafter defined).  For


                              -31-

<PAGE>

          purposes of this Section 6.1, a "Change in Control"
          shall be deemed to have occurred if any one of the
          following shall have occurred:  (i) there is
          consummated a merger, consolidation or reorganization
          of Seller, other than a merger, consolidation or
          reorganization which would result in the voting
          securities of Seller outstanding immediately prior to
          such merger or consolidation continuing to represent
          (either by remaining outstanding or by being converted
          into voting securities of the surviving entity or any
          parent thereof) at least 50% of the combined voting
          power of the securities of Seller or such surviving
          entity or any parent thereof outstanding immediately
          after such merger, consolidation or reorganization; or
          (ii) the stockholders of Seller approve a plan of
          complete liquidation or dissolution of Seller or there
          is consummated an agreement for the sale or disposition
          by Seller of all or substantially all of Seller's
          assets, other than a sale or disposition by Seller of
          all or substantially all of Seller's assets to an
          entity at least 50% of the combined voting power of the
          voting securities of which are owned by stockholders of
          Seller immediately prior to such sale.

               6.1.5  REFORMATION.  If, in any judicial
          proceeding, the court shall refuse to enforce any of
          the separate covenants contained in Section 6.1.1,
          6.1.2 or 6.1.3 hereof because the time limit is too
          long, then it is expressly understood and agreed
          between the parties hereto that for purposes of such
          proceeding such time limitation shall be deemed reduced
          to the extent necessary to permit enforcement of such
          covenants.  If, in any judicial proceeding, the court
          shall refuse to enforce any of the separate covenants
          contained in Section 6.1.1, 6.1.2 or 6.1.3 hereof
          because it is more extensive (whether as to geographic
          area, scope of business or otherwise) than necessary to
          protect the business and goodwill of Buyer, then it is
          expressly understood and agreed between the parties
          hereto that for purposes of such proceeding the
          geographic area, scope of business or other aspect
          shall be deemed reduced to the extent necessary to
          permit enforcement of such covenants.

               6.1.6  INJUNCTIVE RELIEF.  Seller acknowledges
          that a breach of Section 6.1.1, 6.1.2 or 6.1.3 hereof
          would cause irreparable damage to Buyer, and in the
          event of its actual or threatened breach of the
          provisions of Section 6.1.1, 6.1.2 or 6.1.3 hereof,
          Buyer shall be entitled to a temporary restraining
          order and an injunction restraining Seller from
          breaching such covenants without the necessity of
          posting bond or proving irreparable harm, such being
          conclusively admitted by Seller.  Nothing shall be
          construed as prohibiting Buyer from pursuing any other
          available remedies for such breach or threatened
          breach, including the recovery of damages from Seller.
          Seller acknowledges that the restrictions set forth in
          Sections 6.1.1, 6.1.2 and 6.1.3 hereof are reasonable
          in scope and duration, given the nature of the business
          of Buyer.


          6.2  CONDUCT OF THE BUSINESS.

               6.2.1  AFFIRMATIVE COVENANTS.  On and after the
          date hereof and until the Closing Date or the date, if
          any, on which this Agreement is earlier


                              -32-

<PAGE>

          terminated and abandoned pursuant to Section 8 hereof
          (the "Termination Date"), Seller shall:

                    (i)  conduct the operations of the Business
               according to its ordinary and usual course of
               business consistent with past practice; and

                    (ii)  use its best efforts to preserve intact
               the Business' organization and goodwill, to keep
               available the services of its employees, and to
               maintain satisfactory relationships with
               suppliers, distributors, licensors, licensees,
               customers, employees and others having business
               relationships with the Business.

               6.2.2  NEGATIVE COVENANTS.  Without limiting the
          generality of the foregoing, and except for actions to
          be taken in connection with any of the transactions
          contemplated hereby, without Buyer's prior written
          consent, Seller shall not, on or after the date hereof
          and until the earlier of the Closing Date or the
          Termination Date:

                    (i)  make any material change in the conduct
               of the Business or enter into any transaction
               other than in the ordinary course of business
               consistent with past practice;

                    (ii)  make any sale, transfer, or other
               conveyance of the Purchased Assets or any part
               thereof, except transactions pursuant to Contracts
               and dispositions of inventory or worn-out or
               obsolete equipment and machinery for fair or
               reasonable value in the ordinary course of
               business consistent with past practice;

                    (iii)  subject any of the Purchased Assets to
               any Encumbrance (other than under existing banking
               arrangements);

                    (iv)  take any action that would cause any of
               the representations and warranties made by it in
               this Agreement not to remain true and correct; or

                    (vi)  commit to do any of the foregoing.

          6.3  CONSENTS AND APPROVALS.  Seller shall, at its cost
     and expense, use its reasonable efforts to obtain all
     necessary authorizations, consents, waivers, estoppel
     certificates and approvals of all governmental and
     regulatory authorities, and of all other persons or entities
     required in connection with the execution, delivery and
     performance by Seller of this Agreement (including, without
     limitation, obtaining all authorizations, consents, waivers,
     estoppel certificates and approvals as may be required in
     connection with the assignment of the Leases and of those
     Contracts to be assigned to Buyer pursuant hereto).  Each
     party shall reasonably assist and cooperate with the other
     party in preparing and filing all documents, including
     permit, transfers,


                              -33-

<PAGE>

     modifications and applications required to be submitted by
     the other to any governmental or regulatory authority, in
     connection with such transactions and in obtaining any
     governmental consents, waivers, authorizations, estoppel
     certificates or approvals which may be required to be
     obtained in connection with such transactions (which
     assistance and cooperation shall include without limitation
     timely furnishing to the other party all information
     concerning such party that counsel to the other party
     reasonably determines is required to be included in such
     documents or would be helpful in obtaining any such consent,
     waiver, estoppel certificate, novation, authorization or
     approval).

          6.4  ACCESS TO PROPERTIES AND RECORDS.  Seller shall
     afford to Buyer, and to the accountants, counsel,
     prospective lenders, agents and representatives of Buyer,
     upon reasonable notice, full access during normal business
     hours, throughout the period from the date hereof through
     the earlier of the Closing Date or the Termination Date, to
     the Business and all properties, books, Leases, Contracts
     and files and records (including but not limited to tax
     returns and correspondence with accountants) of Seller
     relating to the Business and, during such period, shall
     furnish promptly to Buyer all other information concerning
     the Business and its properties and personnel as Buyer may
     reasonably request; provided, however, that no investigation
     or receipt of information pursuant to this Section 6.4 shall
     qualify any representation or warranty of Seller or the
     conditions to the obligations of Buyer. In addition to the
     foregoing, Seller shall provide to Buyer all environmental
     studies and reports pertaining to the Business or the
     Purchased Assets and Seller acknowledges that Buyer's
     investigation pursuant to this Section 6.4 may include,
     without limitation, (i) testing of the soil, groundwater,
     building components, tanks and other equipment, and (ii)
     contacting present and potential customers and conducting
     such due diligence investigation relating to such customer
     relations as Buyer deems reasonably necessary or
     appropriate.

          6.5  ACQUISITION PROPOSALS.  Until the earlier of the
     Closing Date or the Termination Date, Seller shall not,
     directly or indirectly, through any officer, director,
     agent, representative (including, without limitation,
     investment bankers, attorneys and accountants) or otherwise,
     (i) solicit, initiate or encourage submission of inquiries,
     proposals or offers from any person, corporation,
     partnership or other entity or group other than Buyer (a
     "Third Party"), relating to any acquisition or purchase of
     all or a portion of the Purchased Assets; or (ii)
     participate in any discussions or negotiations regarding, or
     furnish to any Third Party any information with respect to,
     or otherwise cooperate in any way with, or assist or
     participate in, facilitate or encourage, any effort or
     attempt by any Third Party to do or seek any of the
     foregoing.  Seller shall promptly notify Buyer if any such
     proposal or offer, or any inquiry or contact with any Third
     Party with respect thereto, is made, and shall in any such
     notice set forth in reasonable detail the identity of the
     Third Party and the terms and conditions of such inquiry,
     proposal or offer.

                              -34-


          6.6  PUBLIC ANNOUNCEMENTS.  On or after the date
     hereof, and until the earlier of the Closing Date or the
     Termination Date, neither party shall furnish any written
     communication to the Business' suppliers, partners,
     customers, creditors or to the public generally if the
     subject matter thereof relates to the transactions
     contemplated hereby without the prior approval of the other
     party as to the content thereof; provided, however, that the
     foregoing shall not be deemed to prohibit disclosures
     pursuant to the proxy statement referred to in Section 1.5
     hereof or any disclosure required by any applicable law or
     by any governmental authority having jurisdiction over such
     matters.

          6.7  NOTIFICATION OF CERTAIN MATTERS.  Seller shall
     give prompt notice to Buyer, and Buyer shall give prompt
     notice to Seller, of (i) the occurrence, or failure to
     occur, of any event which occurrence or failure would be
     likely to cause any representation or warranty of such party
     contained herein to be untrue or inaccurate in any material
     respect at any time from the date hereof to the Closing
     Date; and (ii) any material failure of Seller or of Buyer,
     as the case may be, or of any officer, director, employee or
     agent thereof, to comply with or satisfy any covenant,
     condition or agreement to be complied with or satisfied by
     it hereunder.

          6.8  EXECUTION OF ADDITIONAL DOCUMENTS.  Each party
     hereto will at any time, and from time to time after the
     Closing Date, upon request of the other party hereto,
     execute, acknowledge and deliver, without payment, all such
     further deeds, assignments, transfers, conveyances, powers
     of attorney and assurances, and take all such further
     action, as may be required to carry out or effectuate the
     intentions and purposes of this Agreement, and to transfer
     and vest title to any Purchased Asset being transferred
     hereunder, and to protect the right, title and interest in
     and enjoyment of all of the Purchased Assets sold, granted,
     assigned, transferred, delivered and conveyed pursuant
     hereto; provided, however, that this Agreement shall be
     effective regardless of whether any such additional
     documents are executed.

          6.9  COSTS AND EXPENSES.  Except as otherwise provided
     herein, all costs and expenses incurred in connection with
     this Agreement and the transactions contemplated hereby
     shall be paid by the party incurring such costs and
     expenses.

          6.10 TRANSFER TAXES.  Except as otherwise provided
     herein, any and all sales, use, transfer or similar Taxes
     ("Transfer Taxes") which result from the transfer of the
     Purchased Assets, Assumed Liabilities or the Business
     pursuant to this Agreement shall be borne 50% by Seller and
     50% by Buyer. The parties shall prepare and file any related
     tax returns required to be filed in connection with the
     payment of such Transfer Taxes on a timely basis.  After the
     Closing Date, each party shall, upon the request of the
     other party, promptly reimburse such other party for any
     Transfer Taxes or related expenses for which it is
     responsible under this Agreement but which have been paid by
     such other party.

          6.11 COOPERATION ON TAX MATTERS; BUSINESS RECORDS.
     Buyer and Seller agree to furnish or cause to be furnished
     to each other, as promptly as practicable, such information
     and assistance relating to the Business as is reasonably
     necessary for the preparation and filing of any return,
     claim for refund or other required or optional filings
     relating to Tax matters, for the preparation for and proof
     of facts during any tax audit, for the preparation for any
     Tax protest, for the  prosecution or defense of any suit or
     other proceeding relating to Tax matters and for the answer
     to any governmental or regulatory inquiry relating to Tax
     matters.


                              -35-

<PAGE>

          Buyer agrees to retain possession of all accounting,
     business, financial and Tax records and information (i)
     relating to the Business in existence on the Closing Date
     transferred to Buyer hereunder and (ii) coming into
     existence after the Closing Date which relate to the
     Business prior to or on the Closing Date, for the period not
     to exceed six years from the Closing Date.  In addition,
     from and after the Closing Date, Buyer agrees that it will
     not unreasonably withhold access by Seller and its
     attorneys, accountants and other representatives (after
     reasonable notice and during normal business hours and with
     reasonable charge), to such personnel, books, records,
     documents and any or all other information relating to the
     Business as Seller may reasonably deem necessary to properly
     prepare for, file, prove, answer, prosecute and/or defend
     any such Tax return, filing, audit, protest, claim, suit,
     inquiry or other proceeding.  Such access shall include
     without limitation access to any computerized information
     retrieval systems relating to the Business.

          6.12 ALLOCATION OF TOTAL PURCHASE PRICE.  On or prior
     to the Closing Date, Buyer and Seller shall prepare a
     mutually agreeable preliminary allocation of the estimated
     final Purchase Price to be determined pursuant to Section
     2.2 hereof and the Assumed Liabilities among the Purchased
     Assets (any agreed allocation hereinafter referred to as the
     "Agreed Allocation").  A copy of the Agreed Allocation with
     respect to the Owned Real Property will also be delivered to
     the Title Company (as such term is hereinafter defined) and
     will constitute the agreement of Buyer and Seller with
     respect to the insurable value of each tract of Owned Real
     Property for purposes of the applicable Owners Title Policy
     (as such term is hereinafter defined).  Buyer and Seller
     agree that the final allocation shall be made pursuant to
     the following procedure:  after determination of the final
     Purchase Price pursuant to Section 2.2 hereof, Buyer shall
     deliver to Seller an allocation of such final Purchase Price
     and the Assumed Liabilities among the Purchased Assets.
     Seller shall accept and agree to such allocation by Buyer
     unless such allocation is manifestly unreasonable in light
     of the preliminary Allocation referred to above, in which
     case Seller shall deliver written notice to Buyer within 30
     days after Seller's receipt thereof.  If Seller so objects
     to such allocation, then Seller and Buyer shall prepare
     separate allocations of the final Purchase Price and Assumed
     Liabilities among the Purchased Assets.  Buyer and Seller
     agree to act in accordance with the Agreed Allocation, if
     any, in any tax returns or similar filings.  All fees and
     expenses relating to the Agreed Allocation shall be borne
     equally by the parties.  In the event that any Tax authority
     disputes the Agreed Allocation, Seller or Buyer, as the case
     may be, shall promptly notify the other party of the nature
     of such dispute.

          6.13 PRORATION OF PROPERTY TAXES. Ad valorem real
     property and personal property Taxes and assessments on the
     Purchased Assets shall be prorated between Buyer and Seller
     as of the Closing Date.  All such prorations shall be
     allocated so that items relating to time periods ending on
     or prior to the Closing Date shall be allocated to Seller
     and items relating to time periods beginning after the
     Closing Date shall be allocated to Buyer.  The amount of all
     such prorations shall be settled and paid on the Closing
     Date based on assessed values, provided that final payments
     with respect to prorations that are not able to be
     calculated as of the Closing Date shall be calculated and
     paid as soon as practicable thereafter.


                              -36-

<PAGE>

          6.14 OFFERS OF EMPLOYMENT.  Buyer may, but shall not be
     required to, offer employment to individuals who are
     employees of the Business on or prior to the Closing Date,
     on wages, terms and conditions and in accordance with hiring
     practices determined in Buyer's sole discretion.  Seller
     shall cooperate with all requests made by Buyer for the
     purpose of facilitating Buyer's hiring of such employees.
     For purposes of this Agreement, "Transferred Employees"
     shall mean all such employees to whom employment is offered
     as provided above and who accept employment with Buyer,
     including without limitation those on medical, disability or
     other leave of absence, provided that employees on leave
     shall not be considered Transferred Employees until the date
     on which each such employee is released by the employee's
     physician to return to work and the employee actually
     returns to work.  Buyer shall provide health insurance to
     all Transferred Employees in accordance with Buyer's current
     health insurance policies, and, in connection therewith, (i)
     with respect to any length of service requirements
     applicable to such policies, Buyer shall credit each
     Transferred Employee with the number of days such
     Transferred Employee was employed by Seller and (ii) Buyer
     shall waive any pre-existing condition exclusions applicable
     to any Transferred Employee who was covered under Seller's
     health insurance policy.  Should any liability occur as a
     result of the failure to give any required notice under the
     Worker Adjustment and Retraining Notification Act, Buyer
     assumes all responsibility and liability for any wages and
     benefits for employees of the Business who did not receive
     any such required notice or for civil penalties by local
     governments which may be imposed for failure to give advance
     notice under the Worker Adjustment and Retraining
     Notification Act, including without limitation fines and
     attorneys' fees.  Nothing herein expressed or implied shall
     confer upon any Transferred Employee or other employee or
     former employee of Seller or legal representatives thereof,
     any rights or remedies, including without limitation any
     right to employment or continued employment for any
     specified period, of any nature or kind whatsoever, or any
     right to specific terms or conditions of employment
     (including rate of pay, fringe benefits or position) under
     or by reason of this Agreement.

     6.15 TITLE COMMITMENTS, TITLE POLICIES AND SURVEYS COVERING
          OWNED REAL PROPERTY.

               6.15.1  With respect to each of the Owned Real
          Properties, Seller, at its sole cost and expense, has
          delivered or caused to be delivered to Buyer (i) a
          commitment for title insurance (a "Title Commitment")
          in a preliminary amount set forth therein and from East
          Texas Title Company (the "Title Company") setting forth
          the status of the title of such Owned Real Property and
          showing all Encumbrances and other matters of record
          affecting such Owned Real Property and all improvements
          thereon; and (ii) a true, complete and legible copy of
          all documents referred to in such Title Commitment.

               6.15.2  Seller, at its sole cost and expense, has
          delivered or caused to be delivered to Buyer a current
          on the ground survey for each Owned Real Property (a
          "Survey") consisting of plats and filed notes prepared
          by licensed surveyors (together with a computer file of
          each Survey using Autocad Version 13).

               6.15.3  Prior to the Closing, Seller, at its sole
          cost and expense, shall be obligated to cure, release
          or remove all Encumbrances reflected on Schedule 6.15
          hereof against the Owned Real Property.


                              -37-

<PAGE>

               6.15.4  At the Closing, Seller shall deliver or
          cause to be delivered to Buyer a Texas Standard Form
          Owner's Policy of Title Insurance (the "Owners Title
          Policy") in the amount for each tract of Owned Real
          Property which is specified in the Agreed Allocation
          and issued through the Title Company pursuant to the
          applicable Title Commitment, subject only to such
          Encumbrances (but excluding the Encumbrances referred
          to in Schedule 6.15 hereof) set forth in the Title
          Commitment.  Seller shall pay the premium for such
          insurance and Buyer shall pay for any survey
          endorsement.  At the Closing, Seller shall deliver or
          cause to be delivered to Buyer executed special
          warranty deeds with respect to each of the Owned Real
          Properties, in form and substance reasonably
          satisfactory to Buyer and its counsel.  Seller shall
          reimburse Buyer for 50% of all costs and expenses
          incurred by Buyer in connection with the recording of
          such special warranty deeds.

          6.16 ENVIRONMENTAL INFORMATION.  Until the earlier of
     the Closing Date or the Termination Date and for a period of
     two years after the Closing Date, Seller shall, within 30
     days after its receipt, provide to Buyer copies of any and
     all documents, records and information that come into
     Seller's possession or control subsequent to the date hereof
     concerning Environmental Conditions and/or Serious
     Environmental Conditions relevant to any Site or any
     facilities or operations thereon, whether generated by
     Seller or others, including without limitation environmental
     audits, environmental risk assessments, or site assessments
     of any Site and/or adjacent property or other property in
     the vicinity of any Site owned or operated by Seller
     relating to the Business prior to the Closing Date,
     documentation regarding any on-site or off-site Release of
     Hazardous Materials, spill control plans, permits or
     registrations and related compliance, and environmental
     agency reports and correspondence.  For a period of two
     years after the Closing Date, Buyer shall provide to Seller
     copies of any and all documents, records and information
     that come into Buyer's possession or control subsequent to
     the Closing Date concerning Serious Environmental Conditions
     relevant to any Site or any facilities or operations
     thereon, whether generated by Buyer or others.

     7.   CONDITIONS OF CLOSING.

          7.1  BUYER'S CONDITIONS OF CLOSING.  The obligation of
     Buyer to purchase and pay for the Purchased Assets and to
     assume the specified liabilities and obligations set forth
     herein shall be subject to and conditioned upon, at Buyer's
     option, the satisfaction at the Closing of each of the
     following conditions:

               7.1.1  The holders of shares of the issued and
          outstanding capital stock of Seller shall have duly
          adopted and approved this Agreement and all
          transactions contemplated hereby in accordance with the
          requirements of Delaware law and the certificate of
          incorporation and by-laws, as amended to the date
          hereof, of Seller.


                              -38-

<PAGE>

               7.1.2  All representations and warranties of
          Seller contained herein shall be true and correct at
          and as of the Closing Date with the same effect as
          though made as of the Closing Date (except for the
          failure of any such representation or warranty to be
          true and correct at and as of the Closing Date
          resulting from a reduction in Seller's sales to current
          distributors or other material changes in the
          relationship or business conduct between Seller and its
          current distributors) and Seller shall have performed
          all agreements and covenants and satisfied all
          conditions on its part to be performed or satisfied by
          the Closing Date pursuant to the terms hereof, and
          Buyer shall have received a certificate of Seller,
          signed by an authorized officer of Seller and dated the
          Closing Date, to both such effects.

               7.1.3  As of the Closing, there shall have been no
          material adverse change since July 31, 1998 in the
          financial condition, business or affairs of the
          Business and/or the Purchased Assets (except for any
          such change resulting from a reduction in Seller's
          sales to current distributors or other material changes
          in the relationship or business conduct between Seller
          and its current distributors), and the Business and/or
          the Purchased Assets shall not have suffered any
          material loss (whether or not insured) by reason of
          physical damage caused by fire, earthquake, accident or
          other calamity which substantially affects the value of
          the Business and/or the Purchased Assets, and Buyer
          shall have received a certificate of Seller, signed by
          the President of Seller and dated the Closing Date, to
          both such effects.

               7.1.4  Seller shall have obtained all
          authorizations, consents, waivers, estoppel
          certificates and approvals as may be required in
          connection with the assignment of the Leases and of
          those Contracts to be assigned to Buyer pursuant hereto
          upon terms acceptable to Buyer in its sole discretion.

               7.1.5  The Encumbrances reflected in Schedule 3.12
          and Schedule 6.15 hereof shall have been cured,
          removed, discharged, released or terminated pursuant to
          documents in form and substance reasonably acceptable
          to Buyer and its counsel.

               7.1.6  Seller shall have executed and delivered to
          Buyer (i) the Bill of Sale, Assignment and Assumption
          Agreement, (ii) a special warranty deed in form and
          content reasonably satisfactory to Buyer relating to
          each tract of the Owned Real Property, and (iii) and
          such other bills of sale, deeds, instruments of
          assignment and other appropriate documents as may be
          reasonably requested by Buyer in order to carry out the
          intentions and purposes hereof.

               7.1.7  Seller shall have delivered or caused to be
          delivered to Buyer an Owners Title Policy for each
          tract of the Owned Real Property in accordance with
          Section 6.15.4 hereof.


                              -39-

<PAGE>

               7.1.8  Seller shall have delivered to Buyer a
          certificate, dated the Closing Date, of Seller's
          corporate Secretary certifying:

                    (i)  Resolutions of its Board of Directors
               approving and adopting this Agreement and all
               transactions contemplated hereby and authorizing
               Seller's execution, performance and delivery of
               this Agreement and all agreements, documents and
               transactions contemplated hereby; and

                    (ii)  The incumbency of its officers
               executing this Agreement and all agreements and
               documents contemplated hereby.

               7.1.9  The approvals and all consents from third
          parties and governmental agencies required to
          consummate the transactions contemplated hereby shall
          have been obtained (including, without limitation, all
          approvals for transfer of any air permits relating to
          facilities utilized by the Business).

               7.1.10  No suit, action, investigation, inquiry or
          other proceeding by any governmental or regulatory
          authority shall have been instituted or threatened
          which questions the validity or legality of the
          transactions contemplated hereby.

               7.1.11  There shall be no effective injunction,
          writ, preliminary restraining order or any order of any
          nature issued by a court of competent jurisdiction
          directing that the transactions provided for herein or
          any of them not be consummated as so provided or
          imposing any conditions on the consummation of the
          transactions contemplated hereby, which is unduly
          burdensome on Buyer.

               7.1.12  Buyer shall have received from Arter &
          Hadden LLP, counsel for Seller, an opinion, dated as of
          the Closing Date, in the form attached hereto as
          Exhibit "B".

          7.2  SELLER'S CONDITIONS OF CLOSING.  The obligation of
     Seller to sell, grant, convey, assign, transfer and deliver
     the Purchased Assets shall be subject to and conditioned
     upon, at Seller's option, the satisfaction at the Closing of
     each of the following conditions:

               7.2.1  The holders of shares of the issued and
          outstanding capital stock of Seller shall have duly
          adopted and approved this Agreement and all
          transactions contemplated hereby in accordance with the
          requirements of Delaware law and the certificate of
          incorporation and by-laws, as amended to the date
          hereof, of Seller.

               7.2.2  All representations and warranties of Buyer
          contained herein shall be true and correct at and as of
          the Closing Date with the same effect as though made as
          of the Closing Date and Buyer shall have performed all
          agreements and covenants and satisfied all conditions
          on its part to be performed or satisfied by the Closing
          Date pursuant to the terms hereof, and Seller shall
          have received a certificate of Buyer, signed by an
          authorized officer of Buyer and dated the Closing Date,
          to both such effects.


                              -40-

<PAGE>

               7.2.3  Seller shall have received the Initial
          Payment in accordance with Section 2.1.2 hereof.

               7.2.4  Buyer shall have executed and delivered the
          Bill of Sale, Assignment and Assumption Agreement.

               7.2.5  Buyer shall have delivered to Seller a
          certificate, dated the Closing Date, of Buyer's
          corporate Secretary certifying:

                    (i)  Resolutions of its Board of Directors
               adopting and approving this Agreement and all
               transactions contemplated hereby and authorizing
               Buyer's execution, performance and delivery of
               this Agreement and all agreements, documents and
               transactions contemplated hereby; and

                    (ii)  The incumbency of its officers
               executing this Agreement and all agreements and
               documents contemplated hereby.

               7.2.7  The approvals and all consents from third
          parties and governmental agencies required to
          consummate the transactions contemplated hereby shall
          have been obtained (including, without limitation, all
          approvals for transfer of any air permits relating to
          facilities utilized by the Business).

               7.2.8  No suit, action, investigation, inquiry or
          other proceeding by any governmental or regulatory
          authority shall have been instituted or threatened
          which questions the validity or legality of the
          transactions contemplated hereby.

               7.2.9  There shall be no effective injunction,
          writ, preliminary restraining order or any order of any
          nature issued by a court of competent jurisdiction
          directing that the transactions provided for herein or
          any of them not be consummated as so provided or
          imposing any conditions on the consummation of the
          transactions contemplated hereby, which is unduly
          burdensome on Seller.

               7.2.10  Seller shall have received from Kelly,
          Hart & Hallman, a professional corporation, counsel for
          Buyer, an opinion, dated as of the Closing Date, in the
          form attached hereto as Exhibit "C".


                              -41-

<PAGE>

     8.   TERMINATION AND ABANDONMENT.

          8.1  REASONS FOR TERMINATION.  Anything herein or
     elsewhere to the contrary notwithstanding, this Agreement
     may be terminated and abandoned at any time after the date
     hereof but not later than the Closing:

               8.1.1  by the mutual consent of Seller and Buyer;
          or

               8.1.2  by Buyer at any time after December 31,
          1998 if, by that date, the conditions set forth in
          Section 7.1 hereof shall not have been fulfilled or
          waived; or

               8.1.3  by Seller at any time after December 31,
          1998 if, by that date, the conditions set forth in
          Section 7.2 hereof shall not have been fulfilled or
          waived; or

               8.1.4  by Buyer at any time if there has been a
          material adverse change since July 31, 1998 in the
          business, financial condition, or results of operations
          of the Business and/or the Purchased Assets (except for
          any such change resulting from a reduction in Seller's
          sales to current distributors or other material changes
          in the relationship or business conduct between Seller
          and its current distributors); or

               8.1.5  by Buyer or by Seller at any time if there
          has been a material breach of any representation or
          warranty made by the other party herein or in any
          certificate or other document delivered pursuant hereto
          or if there has been any failure by the other party to
          perform in all material respects all obligations or to
          comply with all covenants on its part to be performed
          hereunder.

          8.2  PROCEDURE UPON AND EFFECT OF TERMINATION.  In the
     event of any termination and abandonment pursuant to Section
     8.1 hereof, written notice thereof shall forthwith be given
     to the other party and the transactions contemplated hereby
     shall thereupon be terminated and abandoned, without further
     action by Buyer or by Seller,  and there shall be no
     liability on the part of either Seller or Buyer or their
     respective officers, directors or shareholders, except for
     the material breach of any representation, warranty or
     covenant contained herein that is within the control of the
     party in breach.

     9.   MISCELLANEOUS.

          9.1  NOTICES.  Any notice, consent, approval, request,
     demand, declaration or other communication required
     hereunder shall be in writing to be effective and shall be
     given and shall be deemed to have been given if (i)
     delivered in person with receipt acknowledged, (ii) telexed
     or telecopied and electronically confirmed, (iii) deposited
     in the custody of a nationally recognized overnight courier
     for next day delivery, or (iv) placed in the federal mail,
     postage prepaid, certified or registered mail, return
     receipt requested, in each case addressed as follows:


                              -42-

<PAGE>

          If to Buyer:

               Acme Brick Company
               2821 West Seventh Street
               Fort Worth, Texas  76107
               Attention: Edward L. Stout, President
               Facsimile #: 817/390-2404
               Confirming #: 817/390-2406

          Copy to:

               Wayne B. Whitham, Esq.
               Kelly, Hart & Hallman, a professional corporation
               201 Main Street
               Suite 2500
               Fort Worth, Texas  76102
               Facsimile #: 817/878-9280
               Confirming #: 817/878-3554

          If to Seller:

               Temtex Industries, Inc.
               5400 LBJ Freeway
               Suite 1375
               Dallas, Texas  75240
               Attention: E. R. Buford, President and Chief
                Executive Officer
               Facsimile #: 972/726-0315
               Confirming #: 972/726-7175

               and, prior to the Closing,

               Texas Clay Industries
               P.O. Box 469
               700 West Bartlett Street
               Malakoff, Texas  75148
               Attention: Maury Ward, President
               Facsimile #: 903/489-2480
               Confirming#: 903/489-1331


                              -43-

<PAGE>

          Copy to:

               Stanley R. Huller, Esq.
               Arter & Hadden LLP
               1717 Main Street, Suite 4100
               Dallas, Texas  75201-4605
               Facsimile #: 214/741-7139
               Confirming #: 214/761-2100

     or at such other address as may be substituted by giving the
     other parties not fewer than five business days' advance
     written notice of such change of address in accordance with
     the provisions hereof. The giving of any notice required
     hereunder may be waived in writing by the party entitled to
     receive such notice. Every notice, demand, request, consent,
     approval, declaration or other communication hereunder shall
     be deemed to have been duly served, delivered and received
     on the date on which personally delivered with receipt
     acknowledged or telecopied or telexed and electronically
     confirmed, or 48 hours after being deposited into the
     custody of a nationally recognized overnight courier for
     next day delivery, or five business days after the same
     shall have been placed in the federal mail as aforesaid.
     Failure or delay in delivering copies of any consent,
     notice, demand, request, approval, declaration or other
     communication to the persons designated above to receive
     copies shall in no way adversely affect the effectiveness of
     such notice, demand, request, consent, approval, declaration
     or other communication.

          9.2  BINDING EFFECT; BENEFITS.  This Agreement shall be
     binding upon and shall inure to the benefit of the parties
     and their respective successors and permitted assigns.
     Notwithstanding anything contained herein to the contrary,
     nothing in this Agreement, expressed or implied, is intended
     to confer on any person (other than the parties hereto, the
     Buyer Indemnitees (but only with respect to Section 5
     hereof), or their respective successors and permitted
     assigns) any rights, remedies, obligations or liabilities
     under or by reason of this Agreement.

          9.3  ENTIRE AGREEMENT.  This Agreement, together with
     the Exhibits, Schedules and other agreements and documents
     contemplated hereby, constitutes the final written
     expression of all of the agreements between the parties, and
     is a complete and exclusive statement of those terms.
     Except as specifically included or referred to herein, this
     Agreement and the Exhibits, Schedules and other agreements
     and documents contemplated hereby supersede all prior
     understandings, negotiations and agreements concerning the
     matters specified herein.  Any representations, promises,
     warranties or statements made by any party that differ in
     any way from the terms of this written Agreement, and the
     Exhibits, Schedules and other agreements and documents
     contemplated hereby, shall be given no force or effect
     (except as specifically included or referred to herein).
     The parties specifically represent, each to the others, that
     there are no additional or supplemental agreements between
     them related in any way to the matters herein contained
     unless specifically included or referred to herein.


                              -44-

<PAGE>

          At any time before or after approval and adoption of
     this Agreement by the stockholders of Seller and prior to
     the Closing, this Agreement may be amended or supplemented
     in writing by an affirmative action of the President of
     Seller and the President of Buyer with respect to any of the
     terms contained herein except to the extent approval of
     Seller's stockholders would otherwise be required under any
     applicable law.

          9.4  GOVERNING LAW.  THIS AGREEMENT, AND ALL QUESTIONS
     RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND
     ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONS
     CONCERNING LIMITATIONS OF ACTION), SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF  TEXAS
     (EXCLUSIVE OF THE CONFLICT OF LAW PROVISIONS THEREOF)
     APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
     WITHIN SUCH STATE.

          THIS AGREEMENT HAS BEEN EXECUTED, ACCEPTED AND
     DELIVERED AND IS PERFORMABLE IN TARRANT COUNTY, TEXAS, AND
     VENUE IN ANY SUIT, PROCEEDING OR ACTION ARISING OUT OF OR
     INVOLVING THIS AGREEMENT SHALL BE IN TARRANT COUNTY, TEXAS.

          9.5  COUNTERPARTS.  This Agreement may be executed in
     any number of counterparts, each of which shall be deemed an
     original but all of which shall constitute one and the same
     instrument; but in making proof of this Agreement, it shall
     not be necessary to produce or account for more than one
     such counterpart.  It is not necessary that each party
     execute the same counterpart, so long as identical
     counterparts are executed by all parties.  Executed
     signature pages to any counterpart instrument may be
     detached and affixed to a single counterpart, which single
     counterpart with multiple signature pages affixed thereto
     constitutes an original counterpart instrument. All such
     counterpart signature pages shall be read as though one and
     they shall have the same force and effect as if all of the
     parties had executed a single signature page.

          9.6  HEADINGS.  Headings of the Sections of this
     Agreement are for the convenience of reference only, and
     shall be given no substantive or interpretive effect
     whatsoever.

          9.7  WAIVERS.  Any party may, by written notice to the
     other parties, (i) extend the time for the performance of
     any of the obligations or other actions of the other parties
     hereunder; (ii) waive any inaccuracies in the
     representations or warranties of the other parties contained
     herein or in any other agreement or document delivered
     pursuant hereto; (iii) waive compliance with any of the
     conditions or covenants of the other parties contained
     herein; or (iv) waive performance of any of the obligations
     of the other parties hereunder.  Except as provided in the
     preceding sentence, no action taken pursuant hereto,
     including without limitation any investigation by or on
     behalf of any party, shall be deemed to constitute a waiver
     by the party taking such action of


                              -45-

<PAGE>

     compliance with any representations, warranties, covenants
     or agreements contained herein.  No failure or delay on the
     part of any party in exercising any right, privilege, power
     or remedy under this Agreement, and no course of dealing
     among the parties, shall operate as a waiver of such right,
     privilege, power or remedy; nor shall any single or partial
     waiver or exercise of any right, privilege, power or remedy
     under this Agreement preclude any other or further exercise
     of such right, privilege, power or remedy, or the exercise
     of any other right, privilege, power or remedy.  No notice
     or demand on any party in any case shall entitle such party
     to any other or future notice or demand in any similar or
     other circumstances or constitute a waiver of the right of
     the party giving such notice or making such demand to take
     any other or future action in any circumstances without
     notice or demand.

          9.8  MERGER OF DOCUMENTS.  This Agreement and all
     agreements and documents contemplated hereby constitute one
     agreement and are interdependent upon each other in all
     respects.

          9.9  INCORPORATION OF EXHIBITS AND SCHEDULES.  All
     Exhibits and Schedules attached hereto are by this reference
     incorporated herein and made a part hereof for all purposes
     as if fully set forth herein.

          9.10 SEVERABILITY.  If for any reason whatsoever, any
     one or more of the provisions hereof shall be held or deemed
     to be illegal, inoperative, unenforceable or invalid as
     applied to any particular case or in all cases, such
     circumstances shall not have the effect of rendering such
     provision illegal, inoperative, unenforceable or invalid in
     any other case or of rendering any of the other provisions
     hereof illegal, inoperative, unenforceable or invalid.
     Furthermore, in lieu of each illegal, invalid, unenforceable
     or inoperative provision, there shall be added
     automatically, as part of this Agreement, a provision
     similar in terms of such illegal, invalid, unenforceable or
     inoperative provision as may be possible and as shall be
     legal, valid, enforceable and operative.

          9.11 ASSIGNABILITY.  Neither this Agreement nor any of
     the parties' rights hereunder may be assigned or otherwise
     transferred by any party without the prior written consent
     of the other parties; provided, however, that Buyer's or its
     successors' or permitted assigns' rights hereunder may be
     assigned or otherwise transferred, in whole or in part,
     without any other party's consent (i) to any successor by
     merger or consolidation, (ii) to any bank or other financial
     institution, or to any individual, partnership, corporation
     or other entity, providing any financing to Buyer, its
     successors or permitted assigns, or (iii) to any individual,
     partnership, corporation or other entity deriving title from
     Buyer, or its successors or permitted assigns, to all or
     substantially all of the Purchased Assets as constituted on
     the date of any such transfer; provided further, however,
     that Seller's or its successors' or permitted assigns'
     rights hereunder may be assigned or otherwise transferred,
     in whole but not in part, without any other party's consent,
     (i) to any successor by merger or consolidation, or (ii)
     after the Closing Date, to any individual, partnership,
     corporation or other entity deriving title from Seller, or
     its successors or permitted assigns, to all or substantially
     all of its assets as constituted on the date of such
     transfer.  No assignment or other transfer permitted by this
     Section 9.11 shall operate as a release of the assignor's
     obligations or liabilities hereunder, and the assignor shall
     remain liable hereunder notwithstanding such assignment or
     other transfer. In the event of any assignment or other
     transfer permitted by this Section 9.11, an instrument of
     assignment shall be executed by the assignee and shall
     expressly state that the assignee assumes all of the
     applicable obligations and liabilities of the assignor
     contained herein.

                              -46-

<PAGE>

          9.12 Drafting. The parties acknowledge and confirm that
     each of their respective attorneys have participated jointly
     in the review and revision of this Agreement and that it has
     not been written solely by counsel for one party.  The
     parties therefore stipulate and agree that the rule of
     construction to the effect that any ambiguities are to be or
     may be resolved against the drafting party shall not be
     employed in the interpretation of this Agreement to favor
     any party against another.
          9.13 References. The use of the words "hereof,"
     "herein," "hereunder," "herewith," "hereto," "hereby," and
     words of similar import shall refer to this entire
     Agreement, and not to any particular article, section,
     subsection, clause, or paragraph of this Agreement, unless
     the context clearly indicates otherwise.

          9.14 Calendar Days, Weeks and Months.  Unless
     otherwise, specified herein, any reference to "day", "week",
     or "month" herein shall mean a calendar day, week or month.

          9.15 Gender; Plural and Singular.  Where the context
     clearly indicates otherwise, the singular shall include the
     plural and vice versa.  Whenever the masculine, feminine or
     neuter gender is used inappropriately in this Agreement,
     this Agreement shall be read as if the appropriate gender
     had been used.

          9.16 Cumulative Rights.  All rights and remedies
     specified herein are cumulative and are in addition to, not
     in limitation of, any rights or remedies the parties may
     have at law, in equity, or otherwise, and all such rights
     and remedies may be exercised singularly or concurrently.

          9.17 No Implied Covenants.  Each party, against the
     other, waives and relinquishes any right to assert, either
     as a claim or as a defense, that the other party is bound to
     perform or liable for the nonperformance of any implied
     covenant or implied duty or implied obligation.

          9.18 Attorneys' Fees.  The prevailing party in any
     dispute between the parties arising out of the
     interpretation, application or enforcement of any provision
     hereof shall be entitled to recover all of its reasonable
     attorney's fees and costs whether suit be filed or not,
     including without limitation costs and attorneys' fees
     related to or arising out of any trial or appellate
     proceedings.

          9.19 Indirect Action.  Where any provision hereof
     refers to action to be taken by any person or party, or
     which such person or party is prohibited from taking, such
     provision shall be applicable whether the action in question
     is taken directly or indirectly by such person or party.


      [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                              -47-



<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the day and year hereinabove
first set forth.


                              BUYER:

                              ACME BRICK COMPANY



                              By:  /s/ EDWARD L. STOUT
                                 ------------------------------
                                    Edward L. Stout, President


                              SELLER:

                              TEMTEX INDUSTRIES, INC.



                              By:  /s/ E. R. Buford
                                 ------------------------------
                                    E. R. Buford, President and
                                    Chief Executive Officer







                              -48-