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                                                                   Exhibit 10.14


                            ASSET PURCHASE AGREEMENT

         This Agreement is made this 31 day of December, 2001, at Cleveland,
Ohio, among (i) American Architectural Products Corp., a Delaware corporation
("Parent"), whose principal offices are located at 860 Boardman Canfield Road,
Suite 107, Boardman, Ohio 44512; (ii) American Weather-Seal Co., a Delaware
corporation ("Seller"), whose principal offices are located at 860 Boardman
Canfield Road, Suite 107, Boardman, Ohio 44512; and (iii) Profile Group, LLC, an
Ohio limited liability company ("Buyer"), whose principal offices are located at
812 Huron Road, Suite 880, Cleveland, Ohio 44115.

                                   BACKGROUND

         1.       Parent is a Delaware corporation, and presently owns all of
                  the outstanding shares of stock of Seller.

         2.       Seller is a Delaware corporation, and is a wholly-owned
                  subsidiary of Parent. Among other business operations, Seller
                  presently owns and operates two aluminum extrusion, anodizing,
                  and fabricating businesses known internally as the "Aluminum
                  Extrusion Group," operated from two locations, known as the
                  Norton Location and the Boardman Location.

         3.       Parent and Seller, together with other Affiliates, currently
                  are debtors in a Chapter 11 bankruptcy proceeding in the U.S.
                  Bankruptcy Court, Northern District of Ohio (Youngstown) under
                  Bankruptcy Case No. 00-43726, assigned to Chief Judge William
                  T. Bodoh.

         4.       Parent and Seller desire for Seller to sell to Buyer and Buyer
                  desires to purchase substantially all of the personal property
                  of Seller that is used in Seller's Aluminum Businesses,
                  including the goodwill and going concern value of Seller's
                  Aluminum Businesses (collectively the "Purchased Assets"), on
                  the terms set forth below.


         Accordingly, for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

                               TERMS OF AGREEMENT

SECTION 1  PURCHASE AND SALE OF ASSETS

         Seller will sell, convey, transfer, and assign to Buyer, at the
Closing, by bill of sale, assignment, or other appropriate instruments, free of
all Liens of any Entity or person, pursuant to Section 363 of the Bankruptcy
Code and the Approval Order, and Buyer will purchase and take title to, at the
Closing and subject to the conditions set forth below, all of the personal
property owned by Seller (whether known or unknown, tangible or intangible, and
wherever


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located) and used in connection with, or that arise out of, the operation of
Seller's Aluminum Businesses, except the property listed in Section 2. The
property sold and purchased under this Agreement is sometimes collectively
referred to as the "Purchased Assets." The Purchased Assets include all of the
following personal property owned by Seller, and described as follows:

         (a)      all receivables of Seller that arise out of the operation of
                  Seller's Aluminum Businesses;

         (b)      all inventory of Seller acquired for Seller's Aluminum
                  Businesses (including raw materials, supplies,
                  work-in-process, semi-finished goods, and finished goods, and
                  rights to goods in transit, all replacement, spare, and
                  component parts);

         (c)      all rights arising from prepaid expenses, deferred charges,
                  and deposits, other than bank deposits resulting from Seller's
                  Aluminum Businesses, listed on Schedule 1(c);

         (d)      all other fixed assets, including all machinery, equipment,
                  including anodizing racks and extrusion presses, tooling,
                  dies, furniture, furnishings, business machines and computer
                  hardware, telephonic equipment, all spare, replacement or
                  maintenance parts, tooling, and supplies related to such items
                  that are used in connection with Seller's Aluminum Businesses,
                  and including those items described in Schedule 1(d), (but
                  excluding only those items specifically set forth in Section
                  2; provided, however, that the list of fixed assets set forth
                  in Schedule 1(d) is not intended by the parties to be an
                  exhaustive or exclusive listing of the fixed assets of Seller
                  sold under this Agreement, it being the intention of the
                  parties that Buyer acquire all of the fixed assets of Seller
                  used in connection with Seller's Aluminum Businesses,
                  irrespective of whether any fixed assets are disclosed in the
                  schedules, and regardless of whether the assets have been
                  written off the books and records of account of Seller, but
                  excepting only those fixed assets specifically described in,
                  and excluded by, Section 2 below;

         (e)      all rights of Seller to computer software (however recorded),
                  programs, data bases, including all systems data, source
                  programs, record layouts, program libraries, and any other
                  documentation in those application areas that pertain to any
                  data processing system or operation related to the
                  engineering, marketing, accounting, receiving, purchasing, and
                  maintenance functions used exclusively in Seller's Aluminum
                  Businesses; all of which are listed in Schedule 1(e);

         (f)      pursuant to Section 365 of the Bankruptcy Code and the
                  Approval Order, all right, title and interest in and to all of
                  Seller's Contracts (including purchase orders and leases) that
                  (i) result from or pertain to Seller's Aluminum Businesses,
                  (ii) are described in Schedule 1(f), (iii) qualify as


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                  Executory Contracts and are assumed by Seller pursuant to
                  Section 365 of the Bankruptcy Code, and (iv) are assigned to
                  Buyer, pursuant to an Assignment and Assumption Agreement, a
                  copy of that agreement being attached as Exhibit A;

         (g)      the customer list of the customers of Seller's Aluminum
                  Businesses, including those customers disclosed in Schedule
                  1(g);

         (h)      all drawings, designs and production data, manuals, charts,
                  instructions of application, files, records, signs, customer
                  and marketing data, engineering data, plans, and blueprints
                  that are used in connection with Seller's Aluminum Businesses
                  and assets, all documents, papers, and records pertaining to
                  employees, customers, and vendors in connection with Seller's
                  Aluminum Businesses, including receivable and payable records;

         (i)      all Intellectual Property owned by Seller and used in
                  connection with Seller's Aluminum Businesses, and all rights
                  that Seller has to any Proprietary Information related to
                  Seller's Aluminum Businesses;

         (j)      to the extent assignable or transferable, all Authorizations
                  that relate to, or that are used by Seller in connection with
                  Seller's Aluminum Businesses or the Purchased Assets;

         (k)      all supplies, including operating supplies, packaging and
                  shipping materials, stationery and other office supplies
                  pertaining to Seller's Aluminum Businesses;

         (l)      all of Seller's interest in all telephone, fax, and telex
                  numbers, Internet addresses, Domain names, and Websites, post
                  office box numbers that pertain to Seller's Aluminum
                  Businesses, and all listings pertaining to Seller's Aluminum
                  Businesses in all telephone books and directories, stationery,
                  forms, labels, shipping material, catalogs, brochures, art
                  work, photographs, and advertising and promotional materials;
                  the Internet addresses, domain names, websites, telephone,
                  fax, and telex numbers, and post office box numbers, all being
                  identified in Schedule 1(l);

         (m)      all vendor or UPC payment identification numbers used by
                  Seller in connection with Seller's Aluminum Businesses for
                  remittances from customers, and all rebates from suppliers or
                  similar payments earned by Seller and resulting from Seller's
                  Aluminum Businesses;

         (n)      all rights under third-party manufacturers' warranties that
                  pertain to Seller's Aluminum Businesses;

         (o)      all claims as to which Seller is a judgment creditor,
                  resulting from Seller's Aluminum Businesses;


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         (p)      all of Seller's choses in action or claims that pertain to, or
                  arise out of, the Purchased Assets or Seller's Aluminum
                  Businesses; and

         (q)      the goodwill and going concern value of Seller's Aluminum
                  Businesses.

         The list of property set forth above is not intended by the parties to
be an exhaustive or exclusive listing of the property of Seller sold under this
Agreement. Rather, the parties intend that Buyer acquire all property, property
rights, and assets of Seller related to or that arise out of the operation of
Seller's Aluminum Businesses, including all Contract rights for Contracts that
are assigned to Buyer as described in Section 1(f), and legal rights of Seller,
wherever situated, irrespective of whether the property, assets or rights are
described or disclosed in this Agreement, and regardless of whether the property
or assets have been written off the books and records of account of Seller, but
excepting only that property of Seller that is specifically described within and
excluded by Section 2 below.

SECTION 2    ASSETS SPECIFICALLY EXCLUDED

         This Agreement specifically excludes the sale and purchase of:

         (a)      cash, cash equivalents, cash in transit, bank deposits, and
                  marketable securities;

         (b)      receivables owed by any Affiliate of Seller, including Parent,
                  or owned by Seller and related to Seller's business operations
                  other than Seller's Aluminum Businesses;

         (c)      any interest in any real property;

         (d)      any rights to any property and liability insurance policies,
                  insurance policy premiums, proceeds from insurance coverage,
                  and any performance bonds, and any claims of Seller that arise
                  under any such policies or bonds;

         (e)      Contaminants that are used in Seller's Aluminum Businesses and
                  that are not stored in the original sealed container and are
                  not an integral part of the equipment that is part of the
                  Purchased Assets;

         (f)      the paint line equipment and certain punch press equipment,
                  all of which are located at the Norton Location; and the
                  anodizing dipping tanks that are used in the anodizing line,
                  and two dies that are owned by a customer of the Boardman
                  Business, all of which are located at the Boardman Location;
                  and all of which are described in Schedule 2(f);

         (g)      all rights to Tax deposits and any of Seller's claims to Tax
                  refunds;

         (h)      all rights to any assets or property of any Employee Benefit
                  Plans;


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         (i)      Seller's corporate minute book, stock records, and Tax
                  Returns, and such other books and records, the originals of
                  which Seller is required to maintain under applicable Laws
                  (provided that copies of the books and records that are
                  retained by Seller, at Buyer's request, are included among the
                  Purchased Assets);

         (j)      any shares of Seller's capital stock;

         (k)      any property of Seller that is not used in connection with
                  Seller's Aluminum Businesses;

         (l)      all rights of Seller in pending litigation;

         (m)      all rights of Seller arising under this Agreement; and

         (n)      any property that is not used exclusively in Seller's Aluminum
                  Businesses and not located at either the Norton Location or
                  the Boardman Location.

SECTION 3   PURCHASE PRICE AND MANNER OF PAYMENT

3.1      Purchase Price. The purchase price for the Purchased Assets and the
         consideration for the restrictive covenants is $1,250,000, plus the
         Seller's Liabilities that are assumed by Buyer, or for which Buyer will
         reimburse Seller, under Sections 4.2(a), (b), (c), (d), and (e) (the
         "Assumed Payables").

3.2      Allocation of Purchase Price. The parties acknowledge that the purchase
         and sale of the Purchased Assets is an "applicable asset acquisition"
         within the meaning of Code Section 1060. Accordingly, Buyer and Seller
         will (i) make an allocation of the Purchase Price among the Purchased
         Assets as set forth on IRS Form 8594, Asset Acquisition Statement,
         attached as Exhibit B, (ii) prepare and file their respective federal
         income tax returns consistent with such allocations, and (iii) attach
         that IRS form to such tax returns.

3.3      Payment of the Purchase Price. Buyer will pay to Seller, at the
         Closing, the sum of $1,200,000 by federal wire transfer to a bank
         account designated in writing by the Seller and delivered to Buyer
         three days before the Closing Date. Buyer will assume the Assumed
         Payables at the Closing by signing and delivering the Assignment and
         Assumption Agreement. Subject to any setoff rights that arise from a
         claim for indemnification that Buyer has resulting from the
         indemnification provisions set forth in Section 8.1, and that is
         asserted by Buyer in writing, Buyer will pay to Seller, six months
         after the Closing Date, the balance of the purchase price by federal
         wire transfer to a bank account designated in writing by the Seller and
         delivered to Buyer three days before that date.


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SECTION 4    LIABILITIES

4.1      Liabilities Retained By Seller. Except as otherwise expressly provided
         for in Section 4.2, Buyer does not assume, expressly or impliedly, and
         accordingly Buyer need not discharge and is not liable for the payment
         or performance of any Liabilities of Seller. Seller retains and will
         discharge all of Seller's Liabilities that arise from, or that pertain
         to, Seller's Aluminum Businesses except for those Liabilities assumed
         by Buyer under Section 4.2.

4.2      Certain Specified Liabilities of Seller Assumed By Buyer.
         Notwithstanding Section 4.1, Buyer assumes, will reimburse Seller for,
         or will pay or perform when due the following (and only the following)
         Liabilities of Seller as of the Closing Date:

         (a)      Buyer will assume Seller's trade accounts payables that are
                  incurred in the ordinary course of the Boardman Business since
                  December 18, 2000;

         (b)      Buyer will assume Seller's Liability for accrued severance
                  pay, vacation pay, and holiday pay that Seller owes to
                  Seller's employees who (i) are employed by Seller in the
                  Boardman Business on the Closing Date, (ii) are employed by
                  Buyer on or after the Closing Date, and (iii) were not used by
                  Seller in the anodizing operations of the Boardman Business;

         (c)      Buyer will reimburse Seller, within 10 days after receipt of
                  notice of court approval, for Seller's Liability for severance
                  pay, vacation pay, and holiday pay that is approved by the
                  Bankruptcy Court for Seller's employees who (i) were employed
                  by Seller in the Boardman Business on the Closing Date, and
                  (ii) are not employed by Buyer on or after the Closing Date;

         (d)      Buyer will reimburse Seller, within 10 days after receipt of
                  Seller's demand for payment, for Seller's Liability for
                  accrued payroll taxes for Seller's employees who were employed
                  by Seller in the Boardman Business on the Closing Date;

         (e)      Buyer will reimburse Seller, within 10 days after receipt of
                  Seller's demand for payment, for Seller's other accrued
                  Liabilities that are described in Schedule 4.2(e), when such
                  Liabilities are due and payable by Seller;

         (f)      Buyer will assume Seller's contractual obligation to deliver
                  products or render services after the Closing, according to
                  purchase orders received by Seller in the ordinary course of
                  business before the Closing, together with Seller's
                  contractual obligations with respect to (i) the Contracts
                  selected by Buyer pertaining to Seller's Aluminum Businesses,
                  all being identified in a written list to be delivered to
                  Buyer by Seller before or at the Closing


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                  or (ii) the Contracts discovered by Buyer after Closing and ,
                  in each case, assumed by Buyer in writing, pursuant to the
                  Assignment and Assumption Agreement (Exhibit A), but only to
                  the extent that, in all events, the duties accrue and relate
                  solely to the period after the Closing.

         Buyer has no right of setoff against any duty under this Section 4.2 to
         reimburse Seller for any of Seller's Liabilities.

SECTION 5   REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

         Seller and Parent, jointly and severally, represent and warrant to
Buyer as follows.

         5.1      Status of Seller and Parent. Parent and Seller are
                  corporations, each duly organized, duly incorporated, validly
                  existing, and in good standing in the state of formation, and
                  validly existing and in good standing under the Laws of the
                  State of Ohio.

         5.2      Binding Nature and Enforceability of Agreement. This
                  Agreement, and all other documents delivered to Buyer at the
                  Closing, are legally binding upon, and enforceable against,
                  both Parent and Seller, subject to the condition precedent set
                  forth in Section 11.2.

         5.3      Good Title. Seller has good and marketable title to the
                  Purchased Assets. Seller will transfer title to the Purchased
                  Assets to Buyer free and clear of all Liens of any person or
                  Entity. Seller, or its agent, has conducted a lien search , in
                  furtherance of obtaining its DIP facility, in order to
                  ascertain the lienholders with respect to the Purchased
                  Assets. To the best of Seller's knowledge, CIT Business Group
                  Inc. is the only secured creditor with a Lien upon the
                  Purchased Assets.

         5.4      Contracts. Except as specifically disclosed in any other
                  Schedule, Schedule 5.4 lists every material Contract that
                  pertains to Seller's Aluminum Businesses by which Seller is
                  bound or from which Seller benefits, whether oral or written,
                  including all collective bargaining agreements. Except as
                  disclosed in Schedule 5.4, to the best of Seller's knowledge:
                  (i) all of Seller's Contracts related to Seller's Aluminum
                  Businesses are assignable to Buyer without any requirement to
                  obtain the consent of any person or Entity except approval of
                  the Bankruptcy Court in accordance with the Approval Order, or
                  any licensors of intellectual property as required and
                  applicable under Bankruptcy Code Section 365(C); (ii) since
                  the 1st day of January, 2001, there has not been any
                  modification or termination of any Assumed Contract under
                  circumstances that has a material adverse effect on Seller;
                  (iii) all of the Assumed Contracts are in full force and
                  effect and are valid and binding obligations of the parties to
                  such Contracts, enforceable according to their terms, in all
                  material respects; (iv) Seller has complied with all, and is
                  not in material default of any of the material provisions of
                  any Assumed Contracts by which Seller is bound; (v) there is
                  not any basis for


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                  a material claim of default, on Seller's part, of any Assumed
                  Contract; (vi) no event has occurred that, but for the passage
                  of time or the giving of notice or both, would constitute a
                  material default by Seller of an Assumed Contract; (vii)
                  Seller does not have any knowledge that any party to an
                  Assumed Contract is in material default; and (viii) there have
                  not been any discussions or correspondence with Seller
                  concerning any material default by Seller or any other party
                  to the Assumed Contracts, or concerning the termination of any
                  of the Assumed Contracts.

         5.5      Financial Matters. Seller has delivered to Buyer complete and
                  accurate copies of the Acquisition Financial Statements. In
                  addition, Seller has delivered to Buyer complete and accurate
                  copies of Other Financial Statements. The Acquisition
                  Financial Statements and the Other Financial Statements
                  delivered to Buyer have been prepared (i) in conformity with
                  GAAP throughout the periods covered, and are consistent with
                  prior periods, except as otherwise expressly noted in those
                  statements, or otherwise disclosed in Schedule 5.5, and (ii)
                  from the Seller's accounting books and records, consistent
                  with past practice. For the avoidance of doubt, for the
                  purposes of this Section 5.5, the past practices of Seller
                  takes precedence over GAAP standards. The Acquisition Balance
                  Sheet and the balance sheets included within the Other
                  Financial Statements fairly present the financial condition of
                  Seller at the indicated dates. The Acquisition Statement of
                  Income and the income statements included within the Other
                  Financial Statements fairly present the results of Seller's
                  Aluminum Businesses for the periods covered.

         5.6      Leased Assets; Other Assets. Schedule 5.6 lists all property
                  that is rented or leased by Seller, and used by Seller in
                  connection with Seller's Aluminum Businesses. Seller does not
                  use any property in the conduct of Seller's Aluminum
                  Businesses or without which Seller's Aluminum Businesses could
                  not be conducted, as presently conducted, that is not (i)
                  included in the Purchased Assets, (ii) included within the
                  excluded assets listed in Section 2, or (iii) disclosed as a
                  rented or leased asset in Schedule 5.6. Except as disclosed in
                  Schedule 5.6, the Purchased Assets include all of the assets
                  that are necessary to operate Seller's Aluminum Businesses as
                  a stand-alone business.

         5.7      Tangible Personal Property. Except for items of inventory,
                  Schedule 1(d) sets forth the tangible personal property
                  included within the Purchased Assets where: (i) the value of
                  an individual item; or (ii) where the value of similar items,
                  in the aggregate, exceeds $1,000. All tangible personal
                  property included within the Purchased Assets is located at
                  either the Norton Location or the Boardman Location.

         5.8      Intellectual Property. Except for the software licenses
                  disclosed in Schedule 5.8, Seller does not own or license any
                  Intellectual Property that is used in connection with the
                  operation of Seller's Aluminum Businesses. To the best of
                  Seller's knowledge, the manufacture, use, performance or sale
                  of products or services of Seller's Aluminum Businesses does
                  not violate or infringe upon any intellectual property or
                  other right of any person or Entity.


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         5.9      Environmental Matters.

                  (a)      To the best of Seller's knowledge, Seller's Aluminum
                           Businesses have been conducted, and currently are
                           conducted, in a manner, to generate, manufacture,
                           refine, transport, treat, store, handle, dispose,
                           transfer, produce or process all Contaminants, that
                           complies with all applicable Environmental Laws,
                           except as disclosed in Schedule 5.9(a). To the best
                           of Seller's knowledge, Seller has not been engaged,
                           at any time, and currently is not engaging, in any
                           activity (nor is failing to act) in a manner that has
                           resulted or may result in a Release, or threat of a
                           Release, into the Environment of a Contaminant in any
                           quantity regulated by Law in connection with the
                           operation of Seller's Aluminum Businesses, except as
                           disclosed in Schedule 5.9(a).

                  (b)      Except as disclosed in Schedule 5.9(b),

                           (i)      to the best of Seller's knowledge, no
                                    Contaminant has been disposed of, generated
                                    on, treated on, buried beneath, or
                                    percolated beneath, and no disposal,
                                    generation, treatment, burial or percolation
                                    has been threatened in or near the Boardman
                                    Location;

                           (ii)     to the best of Seller's knowledge, the
                                    Boardman Location does not contain any
                                    underground storage tank;

                           (iii)    Seller has not received any Notice
                                    pertaining to any asserted violation of any
                                    Environmental Law regarding the Boardman
                                    Location; and

                           (iv)     To the best of Seller's knowledge, Seller
                                    has complied, at all times, and currently is
                                    complying, with all reporting, disclosure,
                                    and record-keeping requirements of all
                                    Environmental Laws. Seller possesses all
                                    permits, licenses and approvals that are
                                    required by Environmental Law for the
                                    operation of Seller's Aluminum Businesses or
                                    the use of the Purchased Assets, and Seller
                                    has made timely and complete applications
                                    for the issuance, renewal and reissuance of
                                    such permits, licenses and approvals. To the
                                    best of Seller's knowledge, no conditions
                                    exist that will materially adversely affect
                                    the continued validity of such permits,
                                    licenses and approvals. Seller has not
                                    engaged in any remediation of the Boardman
                                    Location, for the purpose of complying with
                                    any Environmental Law.

5.10     Continuing Operations. Seller and  Parent intend to continue other
         business operations after the Closing Date. With respect to the
         continuing operations, Seller and Parent will continue to provide their
         employees with health and medical benefits consistent with the current
         health and medical benefits plan.


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         Seller and Parent do not have a present intention to terminate their
         current health and medical benefits plan.

5.11     Leased Real Property. A description of the Leased Real Property, which
         is part of the Boardman Location, is set forth on Schedule 5.11. The
         Leased Real Property has adequate water supply, storm and sanitary
         sewage facilities, telephone, gas, electricity, fire protection, and
         other public utilities, to conduct operations at the Boardman Location
         as currently conducted.

5.12     Consents. Except for the approval of the Bankruptcy Court, and subject
         further to Section 5.4, no authorization, approval, consent or order
         of, or registration, declaration or filing with, any court, Government,
         Entity or person is required in connection with the signing, delivery
         or performance of this Agreement, any exhibit, or any other agreement,
         instrument or document to be delivered by, or on behalf of, Seller in
         connection with the Transaction.

SECTION 6   REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:

         6.1      Status of Buyer. Buyer is an Ohio limited liability company
                  that is duly organized, validly existing, and in good standing
                  under the laws of the State of Ohio, and has full powers and
                  authority to sign and perform this Agreement.

         6.2      Authorization of Sale. The officers of Buyer who sign this
                  Agreement have the requisite capacity, power, and authority to
                  do so. The signing and delivery of this Agreement, and all
                  related documents, by Buyer through its officers, and the
                  performance of the Transaction does not (i) violate any
                  Contract to which Buyer is a party; or (ii) violate any
                  provisions of Buyer's Articles of Organization, Operating
                  Agreement, or any of Buyer's other governing documents.

         6.3      Binding Nature and Enforceability of Agreement. This
                  Agreement, and all other documents delivered to Seller at the
                  Closing and that are signed by Buyer, are binding upon Buyer,
                  in all respects.

         6.4      Buyer Awareness. To the best of Buyer's knowledge, Buyer is
                  not aware of any fact, circumstance or condition that would
                  reasonably cause Buyer to conclude that Seller or Parent has
                  breached any representation or warranty contained in this
                  Agreement or any other transaction document related to the
                  Transaction.

SECTION 7    SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         A person has "knowledge" of a fact within the meaning of this
Agreement, and the representations and warranties made in this Agreement, not
only when he has actual knowledge, but also when (i) he has knowledge of any
facts that, under the circumstances, constitutes bad faith in making any
representation or warranty, or (ii) he would have acquired knowledge after a


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reasonable inquiry or investigation in order to determine whether a
representation or warranty is accurate. The word "knowledge" as used in Section
5.9 includes the knowledge of Mr. Sheldon Taylor. The representations and
warranties of Seller and Parent set forth in Sections 5.1, 5.2, 5.3, 5.7 and
5.12 and the representations and warranties of Buyer will survive the Closing of
the Transaction until 180 days following the Closing Date, and all other
representations and warranties of Seller and Parent will expire upon the
conclusion of the Closing.

SECTION 8         INDEMNIFICATION

         8.1      Indemnification of Buyer Indemnified Parties. Seller
                  Indemnitor Parties will indemnify the Buyer Indemnified
                  Parties, jointly and severally, for any Damages suffered by,
                  or resulting to, the Buyer Indemnified Parties arising from,
                  and will defend Buyer from, any of the following:

                  (a)      any inaccurate representation made by Seller or
                           Parent, and any breach of warranty given by Seller or
                           Parent and set forth in Sections 5.1, 5.2, 5.3, 5.7
                           and 5.12, to the extent that they survive the Closing
                           Date; and

                  (b)      any default in the performance by Seller or Parent of
                           its obligation to pay, perform, or discharge any of
                           the Liabilities retained by Seller under Section 4.1.

         8.2      Buyer's Indemnification. Buyer indemnifies Seller for any
                  Damages, suffered by or resulting to Seller arising from, and
                  will defend Seller from, any inaccurate representation made by
                  Buyer, and any breach of warranty given by Buyer to the extent
                  that they survive the Closing Date.

         8.3      Limitation on Duty to Indemnify. Seller's duty to indemnify
                  Buyer by reason of a breach of the warranty contained in
                  Section 5.3 is limited to the amount of the purchase price for
                  the Purchased Assets, and Seller's duty to indemnify Buyer for
                  any other claim arising under Section 8.1 is limited to
                  $50,000. Buyer's duty to indemnify Seller for any other claim
                  arising under Section 8.2 is limited to $50,000.

         8.4      Interest Rate. Interest will accrue at the Default Interest
                  Rate for the benefit of either party, until paid in full, upon
                  any payment made by a party that constitutes Damages suffered
                  by, or resulting to, a party for which the party is entitled
                  to indemnification, commencing upon the date that the payment
                  is made by the party.

SECTION 9    RETENTION OF AND ACCESS TO RECORDS

         Seller and Parent grant to Buyer (its agents, employees, attorneys, and
accountants) during normal business hours, after the Effective Date, complete
access to Seller's Aluminum Businesses premises, and any of Seller's documents
and records, including accounting source documents, vendor invoices, and
documents necessary to verify the cost of goods sold and gross


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<PAGE>
profit, in order that Buyer may become fully acquainted with the Purchased
Assets (including the premises upon which Seller's Aluminum Businesses is
operated), Seller's Aluminum Businesses, and all matters and things pertaining
to the operation of Seller's Aluminum Businesses, and in order that Buyer may
ascertain the accuracy of Seller's representations and warranties.

         For a period of six months after Closing, Seller and Parent will
maintain all records and documents pertaining to Seller's Aluminum Businesses
that Seller is permitted to retain under this Agreement, in a safe and secure
place. Seller will permit Buyer to review those records and documents, and make
copies (at Buyer's expense), provided that Buyer has a good business purpose,
including the defense of a third party claim or the preparation for a tax audit.
Seller may not destroy any such records or documents, at any time, without first
providing Buyer with a 30 day notice, specifying the records or documents to be
destroyed, and permitting Buyer the option to take possession of the records or
documents, in lieu of their destruction.

         For a period of six months after the Closing Date, Buyer will maintain
all business and accounting records and documents pertaining to Seller's
Aluminum Businesses that are delivered to Buyer at the Closing in a safe and
secure place, including all accounting source documents, tax records, and books
of account. Buyer will permit Seller to review those records and documents, and
make copies (at Seller's expense), provided that Seller has a good business
purpose, including the defense of a third party claim or the preparation for a
tax return or a tax audit.

SECTION 10   RESTRICTIVE COVENANTS OF PARENT AND SELLER

         10.1     Noncompetition. During a period of two consecutive years
                  commencing on the Effective Date (the "Noncompetition Term"),
                  Seller or Parent, alone, together, or in association with
                  others, may not, within the Restricted Area (as defined below
                  in Section 10.6), directly or indirectly, and except as
                  expressly permitted in Section 10.3,

                  (a)      establish, own, engage in, or operate any business
                           that is engaged, in whole or in part, in any
                           Prohibited Activity (defined below), or

                  (b)      become associated with, or advise or assist, any
                           person or Entity that is conducting business in the
                           Restricted Area if that person or Entity is engaged,
                           in whole or in part, in any Prohibited Activity.

         10.2     Nondisclosure and Nonuse of Proprietary Information.

                  (a)      As a material inducement for Buyer to enter into this
                           Agreement, Seller and Parent, at all times, will keep
                           secret and confidential, and may not disclose,
                           furnish, divulge, directly or indirectly any
                           Proprietary Information unless and until such
                           information enters the public domain. Seller and
                           Parent may not use or make use of the Proprietary
                           Information for any purpose, at any time after the
                           Closing Date.


                                       12
<PAGE>
                  (b)      If Seller or Parent is requested or required (by
                           deposition, interrogatories, requests for information
                           or other such documents, subpoena, civil
                           investigation or similar process) to disclose any
                           Proprietary Information, then Seller or Parent, as
                           the case may be, will provide Buyer with immediate
                           notice of the request so that Buyer may seek an
                           appropriate protective order or waive compliance with
                           the provisions of this Agreement. If Buyer is unable
                           to obtain a protective order, then Seller or Parent
                           may disclose to the tribunal or governmental agency,
                           without liability to Buyer under this Agreement, that
                           portion of the Proprietary Information as is
                           required.

         10.3     Exception as to Parent's Miami Florida Aluminum Operations.
                  Notwithstanding the general prohibition contained in this
                  Section 10, Parent, through its Affiliate, may continue to
                  operate its current Miami, Florida aluminum operations, as
                  such operations are currently conducted.

         10.4     Remedies. If Seller or Parent breaches any of their
                  obligations under this Section, then Buyer may (i) institute
                  and prosecute proceedings in any court of competent
                  jurisdiction, either in law or in equity, to obtain Damages
                  for the breach of any of the terms of this Section; (ii) seek
                  a court order to enjoin Seller and Parent from performing any
                  acts prohibited by this Section, without the necessity of
                  showing any Damages, it being understood and agreed to by
                  Seller and Parent that their performance of any acts
                  prohibited by this Section will cause and result in Damage,
                  and irreparable harm, to Buyer; and (iii) take any other
                  action and seek any other remedies available in law or in
                  equity to Buyer in addition to the actions and remedies set
                  forth in this Agreement. The taking of any action, or the
                  seeking of any remedy, by Buyer pursuant to this Section is
                  not exclusive of, nor does it constitute the waiver of, any
                  other action or remedy available in law or in equity to Buyer.

         10.5     Reformation of Agreement. The parties believe that the terms
                  set forth in this Section are reasonable. However, if any of
                  the covenants contained in this Section are found by a court
                  of competent jurisdiction to be invalid or unenforceable for
                  any reason, then the parties will request the court, and the
                  court may exercise its discretion, to reform the covenant to
                  the end that Seller and Parent are subject to those
                  noncompetition, nondisclosure, or noninterference covenants
                  that are reasonable under the circumstances and are
                  enforceable by Buyer.

         10.6     Definitions. As used in this Section, the phrase "directly or
                  indirectly" means either personally or through any person or
                  Entity with which Seller or Parent is associated or connected
                  that engages in any Prohibited Activity. The term "Restricted
                  Area" means the United States of America. The term "Prohibited
                  Activity" means any activity that is related to or associated
                  with obtaining or attempting to obtain business from the
                  customers of the Seller's Aluminum Businesses (whether past or
                  current customers as of the Closing Date).


                                       13
<PAGE>
         10.7     Independence of Covenants. The obligations contained in this
                  Section on the part of Seller and Parent are independent of
                  any other obligation or term of this Agreement, or any
                  exhibit.

SECTION 11   BUYER'S CONDITIONS PRECEDENT TO CLOSING

         Buyer's duty to complete the Transaction, and to perform under this
Agreement at Closing, in any respect, is subject to and conditioned upon the
satisfaction, at or before the Closing Date, of each of the following conditions
precedent:

         11.1     Compliance with Agreement. All of the terms and conditions of
                  this Agreement to be complied with and performed by the
                  Seller, on or before the Closing Date, including the delivery
                  to Buyer of all schedules, documents, and instruments required
                  to be delivered to Buyer, are complied with and performed, in
                  all material respects.

         11.2     Proceedings, Instruments, and Investigation Satisfactory. All
                  proceedings, corporate or otherwise, to be taken by Seller in
                  connection with the Transaction and all related documents,
                  including obtaining the Approval Order, are reasonably
                  satisfactory in form and substance to Buyer and Buyer's legal
                  counsel. The Closing may not occur unless and until there is
                  an executed and docketed order of the Bankruptcy Court, in
                  form and substance reasonably satisfactory to the Buyer,
                  approving and authorizing Seller to enter into this Agreement
                  and to consummate the Transaction, and further ordering that:

                  (a)      the Purchased Assets are free and clear of all Liens
                           whatsoever pursuant to Sections 363 and 365 of the
                           Bankruptcy Code, as applicable;

                  (b)      all conditions precedent to the assumption and
                           assignment of the Assumed Contracts, under Section
                           365 of the Bankruptcy Code, have been satisfied;

                  (c)      Buyer has acted in good faith within the context of
                           and is entitled to the protection of Section 363(m)
                           of the Bankruptcy Code;

                  (d)      the sale contemplated by this Agreement is not
                           subject to avoidance under Section 363(n) of the
                           Bankruptcy Code;

                  (e)      Buyer is not assuming any of the Seller's Liabilities
                           or Liens except for the Assumed Liabilities;

                  (f)      the obligations of the Seller under this Agreement
                           are not affected by the confirmation of any plan of
                           reorganization, any discharge received by the Seller,
                           the conversion of the Seller's bankruptcy to a case
                           under Chapter 7 of the Bankruptcy Code, or the
                           dismissal of the bankruptcy case; and


                                       14
<PAGE>
                  (g)      all persons are enjoined from pursuing, in any way,
                           the Buyer or the Purchased Assets, except for or on
                           account of Assumed Liabilities, by suit or otherwise
                           to recover on any Liens or claims that they had or
                           may have against the Seller or the Purchased Assets
                           (such order referred to as the "Approval Order").

         11.3     Representations and Warranties. All of Seller's
                  representations and warranties set forth in this Agreement are
                  true and correct, in all material respects, as of both the
                  Effective Date and the Closing Date, subject to any changes
                  contemplated by this Agreement, and any deviation or falsity
                  has been disclosed to, and agreed to by, Buyer in writing
                  after the Effective Date and before the Closing Date.

         11.4     No Pending Government Proceeding or Private Litigation. As of
                  the Closing Date, there is no pending Government Proceeding or
                  Private Litigation that, if adversely determined, would impair
                  the right or ability of Buyer to carry on and conduct Seller's
                  Aluminum Businesses, after the Closing, in the manner
                  previously conducted, or that would materially adversely
                  affect the use by Buyer of the Purchased Assets.

         11.5     Compliance with Statutory Requirements. All legal requirements
                  for the valid consummation by the parties of the Transaction
                  are fulfilled, including obtaining the Approval Order, and all
                  Authorizations required to be obtained, if any, in order to
                  permit the consummation of the Transaction.

         11.6     Loss to Purchased Assets. There has not been any occurrence of
                  a significant loss, destruction or damage due to fire, storm,
                  theft or other casualty of or to the Purchased Assets. Any
                  loss, destruction, or damage is deemed significant if the cost
                  of the replacement or repairs, in the aggregate, exceeds the
                  sum of $50,000.

         11.7     No Material Adverse Events. Since the Effective Date, whether
                  in the ordinary course of business, there has not been,
                  occurred or arisen any event, condition or state of facts of
                  any character (except for changes in general economic
                  conditions) that materially adversely affects the conduct of
                  Seller's Aluminum Businesses. Notwithstanding the foregoing,
                  Buyer acknowledges the recent deterioration of Seller's
                  Aluminum Businesses as well as the effects of the bankruptcy
                  case upon Seller's Aluminum Businesses and Buyer agrees that
                  such events, or the continuation thereof, do not constitute a
                  triggering condition precedent to Close; provided that Buyer
                  complies with its obligations under Section 12.1.

         11.8     Schedules. No change in any schedule that is updated and
                  delivered to Buyer by Seller in accordance with Section 12.2
                  shows a material adverse change to the financial condition,
                  the Purchased Assets or Seller's Aluminum Businesses that were
                  previously shown in the schedules. Notwithstanding the
                  foregoing, Buyer acknowledges the recent deterioration of
                  Seller's Aluminum Businesses as well as the effects of the
                  bankruptcy case upon Seller's Aluminum Businesses and Buyer
                  agrees that such events, or the continuation thereof, do not
                  constitute a triggering


                                       15
<PAGE>
                  condition precedent to Close; provided that Buyer complies
                  with its obligations under Section 12.1.

         11.9     Effect of Failure of Any Condition Precedent. If any of the
                  conditions precedent specified above fail to be satisfied on
                  or before the Closing, then Buyer may terminate this Agreement
                  before the Closing Date by giving written notice to Seller
                  evidencing that intent, and thus render the duties and
                  obligations of Buyer null and void. If the condition precedent
                  set forth in Section 11.6 is not satisfied, then Seller may
                  terminate this Agreement by giving written notice to Buyer
                  before the Closing Date evidencing that intent, and thus
                  render the duties and obligations of Seller null and void.

SECTION 12  ADDITIONAL COVENANTS OF THE PARTIES

         12.1     Operation of Seller's Aluminum Businesses During the Interim
                  Period. Commencing on the Effective Date of this Agreement and
                  ending on the Closing Date (the "Interim Period"), and except
                  as otherwise specifically consented to or agreed to, in
                  writing, by Buyer, Seller will use its commercially reasonable
                  efforts to continue to operate Seller's Aluminum Businesses,
                  in the ordinary course and in substantially the same manner as
                  it has been operated by the Seller in the past recognizing the
                  effects of the deterioration of the Aluminum Businesses and
                  the bankruptcy case. Specifically, Seller agrees to use its
                  commercially reasonable efforts to:

                  (a)      retain all present employees of Seller's Boardman
                           Businesses;

                  (b)      maintain pleasant and harmonious relationships with
                           all suppliers, customers, and others having contact
                           or dealings with Seller's Aluminum Businesses;

                  (c)      maintain in full force and effect, at its own cost
                           and expense, the insurance policies currently in
                           force, insuring the Purchased Assets against loss or
                           destruction by fire, storm, theft or other insurable
                           casualty;

                  (d)      exercise due diligence in safeguarding and
                           maintaining the confidentiality and existence of all
                           books, reports, records, and data pertaining to
                           Seller's Aluminum Businesses;

                  (e)      continue to comply, in all material respects, with
                           all Laws applicable to Seller's Aluminum Businesses
                           and comply, in all material respects, with all
                           Contracts presently in force;

                  (f)      not increase any salary, compensation or other
                           employment related benefits to any officers,
                           employees or agents of Seller and primarily used in
                           Seller's Aluminum Businesses;


                                       16
<PAGE>
                  (g)      not enter into any Contracts or transactions, except
                           in the ordinary course of business, on account of
                           Seller's Aluminum Businesses;

                  (h)      not waive any rights or claims in Seller's favor that
                           arise out of or because of Seller's Aluminum
                           Businesses;

                  (i)      not accept advance payments from customers or
                           preinvoice for products or services sold or rendered
                           by Seller, except as may be consistent with past
                           practice;

                  (j)      not sell, transfer, dissipate or otherwise make any
                           disposition of any of the Purchased Assets, except a
                           disposition of current assets in the ordinary course
                           of business; and

                  (k)      not create, incur, or assume any indebtedness for
                           borrowed money, not mortgage, pledge, or otherwise
                           encumber any of its properties or assets, or not
                           create or assume any other indebtedness except trade
                           accounts payable and other liabilities incurred in
                           the ordinary course of business.

         12.2     Updating of Schedules. Seller will notify Buyer of any
                  changes, additions or events that change, or cause any change
                  in or addition to, the schedules promptly after their
                  occurrence and again at the Closing by the delivery of
                  appropriate updates to the schedules. Any change to, or
                  modification of, the schedules shall afford Buyer the sole
                  remedy to terminate this Agreement, provided however, that
                  this Section 12.2 shall not entitle Buyer to refuse to Close
                  the Transaction unless the change, modification or inaccuracy
                  of the schedules results in a material adverse effect upon
                  Seller's Aluminum Businesses.

         12.3     Publicity and Disclosure. Seller will submit to Buyer in
                  writing, for its comment and reasonable approval, any news
                  release or announcement by Seller pertaining to this
                  Agreement, or the Transaction. Except as required by Law or as
                  determined by Seller's securities counsel, Seller may not make
                  any general announcement, nor any statement or disclosure to
                  any person or Entity, including Seller's customers or
                  suppliers concerning the Transaction without the prior written
                  consent of Buyer.

         12.4     Filing of Tax Returns. After Closing, with respect to Seller's
                  Aluminum Businesses, Buyer and Seller will file all Tax
                  returns when due, or within the time frames extended by such
                  governing authority, and pay when due, in accordance with
                  applicable law, the applicable tax, if any. Seller will
                  deliver to Buyer within 10 days after the filing adequate
                  proof or evidence of the filing of all Tax returns, and the
                  payment of the Taxes reported.

         12.5     Satisfaction of Conditions. Seller and Parent will use best
                  efforts to cause each of the conditions set forth in Section
                  11 to be satisfied at or before the Closing.


                                       17
<PAGE>
                  Upon signing this Agreement, Seller and Parent will promptly
                  take all action that is necessary to obtain the Approval Order
                  as soon as reasonably possible.

         12.6     Access. After the Effective Date and until the Closing Date,
                  Seller will provide Buyer, and its representatives, reasonable
                  access to the Boardman Location and Norton Location, and all
                  business and accounting documents and records, including
                  accounting source documents and vendor invoices. In addition,
                  Seller will permit Buyer, or its agents, to perform
                  engineering, environmental, and workplace condition surveys
                  and any other physical inspections that Buyer deems necessary.
                  Any such surveys and inspections shall be at Buyer's sole
                  expense and conducted in such a manner as to not disrupt
                  either the Boardman Business or the Norton Business. If the
                  Transaction is not consummated for any reason, then Buyer
                  will: (i) return to Seller all materials obtained from Seller;
                  (ii) not use for its own benefit any information not available
                  to Buyer from a source other than Seller; and (iii) not
                  disclose any information contained in the materials, except
                  information that is available to Buyer from a source other
                  than Seller, or required to be disclosed by Law.

         12.7     Notification as to Occurrence of Material Adverse Events. When
                  known by Seller, Seller will promptly advise Buyer, in
                  writing, of any material adverse change in Seller's Aluminum
                  Businesses or the Purchased Assets.

         12.8     Signing the Exhibits. At the Closing, the parties will sign
                  and deliver the agreements that are Attachments, including
                  Exhibit C, which is a lease agreement for part of the real
                  property at the Boardman Location.

         12.9     Transition Services for Accounts Receivable. After the Closing
                  Date, Seller will cooperate with Buyer and will take all
                  reasonable action to assure Buyer that all payments received
                  by Seller, whether payments made to Seller's lockbox, or
                  checks received by Seller, on account of the receivables that
                  are part of the Purchased Asset are promptly forwarded to or
                  paid to Buyer or to Buyer's lender at the direction of Buyer.

         12.10    COBRA Compliance.

                  (a)      Seller will timely provide, or cause the plan
                           administrator to timely provide, any notices and any
                           continuation of health benefit coverage required to
                           be provided to any of Seller's employees, former
                           employees, or the beneficiaries or dependents of the
                           employees or former employees, under Part 6 of
                           Subtitle B of Title I of ERISA or Code Section
                           4980B(f) ("COBRA"), to the extent that the notices
                           and the continuation of health benefit coverage are
                           required to be provided by Seller by reason of events
                           occurring before or on the Closing Date or by reason
                           of the Transaction. For the purposes of the
                           foregoing, Seller will treat all of its employees
                           (and the employees' beneficiaries and dependents) as
                           of the Closing Date as having incurred a "qualifying
                           event" (within the meaning of ERISA Section


                                       18
<PAGE>
                           603 and Code Section 4980B(f)(3)), on the Closing
                           Date. Seller will deliver to Buyer upon written
                           request all information requested in order for Buyer
                           to determine whether there have been any failures to
                           comply with continuation health care requirements of
                           Code Sections 162(k) and 4980B and ERISA
                           Sections 601 through 609 as such requirements
                           have applied to any group health plan maintained by
                           or for Seller or any spouse, former employee of
                           Seller, or any spouse, former spouse, dependent child
                           or former dependent child of any such employee, on or
                           prior to the Closing.

                  (b)      Seller will continue the health benefit coverage
                           required by COBRA and the provisions of this
                           Agreement irrespective of the termination or
                           elimination of any health benefit plan of Seller.
                           Seller will provide Buyer, as soon as practical, with
                           evidence of compliance with this Section.

                  (c)      Seller will use its best efforts expeditiously to
                           provide to the person designated by Buyer all
                           information that such person deems necessary to
                           determine whether there have been any failures to
                           comply with the continuation health care requirements
                           of Code Section 162(k)/4980B and ERISA Sections
                           601 through 609 as such requirements have applied to
                           any group health plan maintained by or for Seller ,
                           for the benefit of any employee, a spouse of any
                           employee, a former employee, or any spouse, former
                           spouse, dependent child or former dependent child of
                           any such employee, on or before the Closing Date.
                           Furthermore, Seller will use its best efforts
                           expeditiously to provide to the person designated by
                           Buyer with all information that such person deems
                           necessary to correct any failures to comply with such
                           continuation health care coverage requirements.
                           Seller will include within that information the
                           identification of all covered employees (as defined
                           in Code Section 162(k)(7)(A)/4980B(f)(7) and their
                           qualified beneficiaries (as defined in Code
                           Section 162(k)(7)(b)/4980b(g)(1), the identification
                           of all qualifying events with respect to such covered
                           employees or qualified beneficiaries (as defined in
                           Code Section 162(b)(3)/4980B(f)(3)), and information
                           otherwise demonstrating compliance with all of the
                           continuation health care coverage requirements of
                           Code Section 162(k)/4980B and ERISA Sections 601
                           through 608.

         12.11    Employment Matters. Upon Closing, Seller will terminate the
                  employment of its employees who work at the Boardman Location
                  as of the Closing Date. Except for employees who are employed
                  by Seller in the anodizing operations at the Boardman
                  Location, Buyer shall offer employment to those employees of
                  Seller, on terms and conditions that Buyer determines, but
                  including medical benefits provided by Anthem Blue Cross/Blue
                  Shield under a welfare benefit plan established by an
                  Affiliate of Buyer. Seller will cooperate with Buyer by
                  permitting Buyer throughout the period before the Closing to
                  meet with Seller's employees who work at the Boardman Location
                  at any reasonable times that are approved by a representative
                  of Seller, and to distribute to those employees of


                                       19
<PAGE>
                  Seller forms and other documents relating to employment by
                  Buyer after the Closing that Buyer reasonably requests.

         12.12    Accounting Conversion Cooperation. After the Effective Date,
                  Seller will cooperate with Buyer to assist Buyer in the
                  computer and accounting conversion of Seller's Aluminum
                  Businesses and accounting information, in order that there
                  will be a timely and orderly transition of Seller's Aluminum
                  Businesses to Buyer. The accounting information includes
                  information pertaining to customer billing and vendor
                  payables, so that, as of Closing, Buyer will have the
                  accounting information of Seller's Aluminum Businesses
                  necessary to fully integrate Seller's Aluminum Businesses with
                  Buyer's computer system. After the Effective Date, Seller will
                  deliver to Buyer, in computer tape or diskette form, the
                  accounting information pertaining to Seller's Aluminum
                  Businesses.

         12.13    Cooperation in Litigation. If, after the Closing, Buyer
                  requires the cooperation of Seller, its officers, directors,
                  shareholders or employees to aid in the assertion, defense or
                  settlement of any Private Litigation or Government Proceeding,
                  and if no conflict of interest exists between Buyer and Seller
                  or such persons, then the Seller will use best efforts to make
                  such persons available to Buyer to participate in such
                  proceeding; provided that Buyer will pay all out-of-pocket
                  expenses that are incurred and preapproved by Buyer.

         12.14    Further Assurances. After Closing, each party, at its expense,
                  will sign and deliver, or cause to be signed and delivered,
                  all such other instruments, including instruments of
                  conveyance, assignment or transfer, and to make all filings
                  with and to obtain all Authorizations or consents from any
                  other person or Entity, and take all such other actions as
                  such Party reasonably requests, consistent with the terms of
                  this Agreement, to effectuate the provisions and intent of
                  this Agreement and the Transaction.

         12.15    Right of Access. For a period of 30 days after the Closing
                  Date, Seller will (i) maintain in place the Purchased Assets
                  located upon the Norton Location as of the Closing Date, and
                  (ii) permit Buyer access to the Norton Location to take
                  possession of and to remove the Purchased Assets.

         12.16    Bankruptcy Proceedings and Competitive Bids. Seller may not
                  submit to the Bankruptcy Court any pleading, motion, proposed
                  order, bidding procedures, and other document in connection
                  with seeking to obtain the Approval Order for this transaction
                  without first submitting the document to Buyer's legal
                  counsel. Seller will promptly notify Buyer of any hearings of
                  the Bankruptcy Court that pertain to this Agreement, and of
                  any actions to be taken by Seller to advertise the sale.
                  Seller will only solicit and consider competitive bids that
                  are at least $100,000 greater than the Purchase Price.

         12.17    Break-Up Fee. Subject to the approval of the Bankruptcy Court,
                  if Seller (i) accepts a competitive bid and closes a
                  transaction with such competitive bidder,


                                       20
<PAGE>
                  or (ii) elects not to Close the Transaction with Buyer, then
                  Seller will promptly pay to Buyer, upon receipt of written
                  demand, a fee of $50,000 ("Break-up Fee") to compensate Buyer
                  for its time, trouble and lost opportunity costs in respect of
                  the Transaction. Immediately upon the signing of this
                  Agreement, Seller will seek approval of the Bankruptcy Court
                  for the Breakup Fee. The terms of any such order must be
                  acceptable to Buyer and its legal counsel, whose consent may
                  not be unreasonably withheld. If Seller does not obtain an
                  acceptable order approving the Breakup Fee no later than
                  January 24, 2002, then Buyer may terminate this Agreement
                  without any liability to Seller or Parent.

SECTION 13  CLOSING

         13.1     Time and Place of Closing. The transfers and deliveries
                  contemplated by this Agreement (the "Closing") will take place
                  on the 2nd business day after the Bankruptcy Court enters the
                  Approval Order. However, if the Approval Order is then subject
                  to any stay of the Bankruptcy Court or another court of
                  competent jurisdiction, then the Closing shall occur on the
                  2nd business day after such stay is lifted or dissolved;
                  provided, further, that if the Closing does not occur on or
                  before January 31, 2002, or on or before February 14, 2002 if
                  the Bankruptcy Court's calendar does not facilitate a closing
                  before January 31, 2002, then Buyer may elect to terminate
                  this Agreement without any liability to Seller or Parent. The
                  Closing will take place at the law offices of Walter &
                  Haverfield LLP, 50 Public Square, 1300 Terminal Tower,
                  Cleveland, Ohio 44113, or any other date, time or place that
                  the parties agree upon. No transfer or delivery becomes
                  effective until all of the other transfers and deliveries
                  provided for in this Agreement have also been consummated. The
                  transfers and deliveries contemplated in this Agreement will
                  be deemed to have occurred and the Closing will be effective
                  as of the close of business on the Closing Date.

         13.2     Deliveries at the Closing.

                  (a)      Seller will deliver to Buyer those items set forth in
                           Schedule 13.2(a); and

                  (b)      Buyer will deliver to Seller those items set forth in
                           Schedule 13.2(b).

SECTION 14   MISCELLANEOUS

         14.1     Assignment. Without the consent of Seller, Buyer may assign
                  this Agreement or any part of its rights and obligations under
                  this Agreement to an affiliate of Buyer. Seller will sign and
                  deliver any documents reasonably requested by the assignee in
                  connection with any assignment. Any assignment does not
                  relieve Buyer of its obligations under this Agreement. Except
                  as provided in the first sentence of this paragraph, no
                  assignment by any party of this Agreement, or any right or
                  obligation under this Agreement may be made without the prior
                  written consent of all other parties, and any assignment
                  attempted without that consent is void.


                                       21
<PAGE>
         14.2     Law Governing this Agreement. All matters pertaining to the
                  validity, construction, and effect of this Agreement are
                  governed by the laws of Ohio, without giving effect to any
                  principles or rules of conflict of laws that apply the laws of
                  another jurisdiction.

         14.3     Due Diligence. Subject to Section 6.4, no investigation, or
                  lack of an investigation, by Buyer, or by any of its agents,
                  will be deemed to constitute or imply a waiver of any rights
                  that Buyer has, including any right to indemnification as the
                  result of any misrepresentation, breach of warranty, breach of
                  a covenant in favor of Buyer, or any other right of
                  indemnification provided in this Agreement. However, Buyer may
                  not assert a claim for indemnification that is based upon any
                  state of facts discovered by Buyer during the course of
                  Buyer's due diligence from which it is reasonable to conclude
                  that Seller has made a misrepresentation or breached a
                  warranty unless Buyer disclosed the state of facts to Seller
                  before the Closing Date.

         14.4     Signing of Counterparts. This Agreement may be signed in
                  several counterparts, and each is an original for all
                  purposes. Facsimile signatures on any Transaction document
                  shall constitute an original signature.

         14.5     Partial Invalidity. The parties do not intend to violate any
                  public policy, statutory or common law rules, regulations,
                  treaties or decisions of any government or agency of any
                  government. If any provision of this Agreement is judicially
                  or administratively interpreted or construed as being in such
                  violation as applied to any fact or circumstance, then the
                  provision will be modified by the parties or the tribunal to
                  the minimum extent necessary to render it valid. The violation
                  will not affect any other provision of this Agreement or the
                  same provisions applied to any other fact or circumstance, and
                  the remainder of this Agreement will remain binding upon the
                  parties.

         14.6     Entire Agreement. This Agreement, and the attached documents
                  (if any), embody the entire agreement of the parties regarding
                  the subject matter of this Agreement. There are no promises,
                  terms, conditions or obligations related to the subject matter
                  of this Agreement other than those contained in this
                  Agreement. This Agreement, and the attached documents (if
                  any), supersede all previous communications or agreements,
                  either verbal or written, between the parties regarding the
                  subject matter of this Agreement. Without limiting the
                  generality of preceding sentences, no other communication
                  passing between the parties, concerning any matter during the
                  negotiation of this Agreement, is a part of this Agreement,
                  nor will it have the effect of modifying or adding to this
                  Agreement. The parties will request any tribunal (including
                  any arbitrator), to strictly apply the "parole evidence" rule
                  to any proceeding regarding the interpretation of this
                  Agreement.

         14.7     Additional Documents. Each party will sign and deliver to all
                  of the other parties after the Closing any other documents or
                  instruments that are reasonably


                                       22
<PAGE>
                  necessary to effectuate the provisions and purpose of this
                  Agreement. Seller will perform all commercially reasonable
                  acts to cause any Authorizations issued to Seller to be
                  assigned or transferred to Buyer in order that Buyer may
                  conduct Seller's Aluminum Businesses after the Closing.

         14.8     Amendment of Agreement; No Waiver.

                  (a)      No amendment, modification, change or discharge of
                           any term or provision of this Agreement is valid or
                           binding unless it is in writing and signed by all the
                           parties.

                  (b)      No waiver of any of the terms of this Agreement is
                           valid unless signed by the party against whom the
                           waiver is asserted.

         14.9     Rules of Construction.

                  (a)      All terms and words used in this Agreement,
                           regardless of the number and gender of their use,
                           will be construed to include any other number,
                           singular or plural, and any other gender, as the
                           context or sense of this Agreement requires, as if
                           the words were fully and properly written in the
                           required number and gender.

                  (b)      Section headings are for reference purposes only and
                           do not affect the meaning of this Agreement.

                  (c)      This Agreement may not be construed against any
                           party, each party having fully considered and
                           negotiated the terms of this Agreement with or
                           without the benefit of legal counsel as it so
                           chooses.

                  (d)      The word "including" means "including, but not
                           limited to" - and is intended to provide examples
                           without intending to limit the generality of any
                           preceding phrase.

                  (e)      The word "or" is not exclusive, but rather, in the
                           context of its use, includes the word "and."

                  (f)      In computing any time period provided for in this
                           Agreement, the first day of the time period is not
                           counted but the last day of the time period is
                           counted. If the last day of a time period is a
                           Saturday, Sunday or legal holiday, then the time
                           period ends on the next day that is not a Saturday,
                           Sunday or legal holiday. Any action required to be
                           taken on a particular day must be taken before 5:00
                           p.m., Eastern Time on that day. For example, if an
                           action is required to be taken within 10 days after a
                           certain date, and if that date is June 10, then the
                           first day of the time period to be counted is June 11
                           and the action must be taken before 5:00 p.m.,
                           Eastern Daylight Time on June 20. However, if June 20
                           is a Saturday, then the


                                       23
<PAGE>
                           action must be taken before 5:00 p.m., Eastern
                           Daylight Time on Monday June 22, unless June 22 is a
                           holiday, in which case the action must be taken
                           before 5:00 p.m., Eastern Daylight Time on Tuesday
                           June 23.

         14.10    No Third Party Beneficiaries. The parties do not intend to
                  confer any legal or contractual rights or benefits upon any
                  persons or Entities who are not a party to this Agreement,
                  either directly or incidentally.

         14.11    Notices. A party will issue to the other party or parties any
                  demand, notice or communication that is required or permitted
                  under this Agreement to the attention of the appropriate
                  person named below by (i) written notice that is either
                  delivered personally, by U.S. mail, or by prepaid delivery
                  service to the address set forth below, or (ii) by facsimile
                  transmission or email transmission to the fax number or email
                  address set for below, retaining proof of delivery in each
                  instance.

                                    If to Seller and Parent:

                                    American Architectural Products Corporation
                                    Attn: Joseph Dominijanni, President
                                    6500 Brooktree Road, Suite 102
                                    Wexford, PA   15090-9273
                                    TEL 724-940-2330
                                    FAX 724-940-2340

                                    And with a copy to:
                                    American Architectural Products Corporation
                                    860 Boardman Canfield Road
                                    Suite 107, BOCA Building
                                    Boardman, Ohio 44512-4235
                                    TEL 330-965-9910
                                    FAX 330-965-9915
                                    Attention: Jonathan K. Schoenike, Secretary

                                    If to buyer:

                                    Profile Group, LLC
                                    812 Huron Road, Suite 880
                                    Cleveland, OH  44115
                                    TEL 216-687-8100
                                    FAX 216-687-6740
                                    Email    jphillips@profile-extrusion.com
                                    Attn:    James E. Phillips


                                       24
<PAGE>
                        And with a copy to David W. Welty
                                    Walter & Haverfield LLP
                                    50 Public Square
                                    1300 Terminal Tower
                                    Cleveland, Ohio  44113
                                    TEL 216-781-1212
                                    FAX 216-575-0911
                                    Email    dwelty@walterhav.com

         14.12    Binding. This Agreement binds and inures to the benefit of the
                  parties, and their respective assigns, personal
                  representatives, and successors.

         14.13    Incorporation by Reference. All Attachments are incorporated
                  into this Agreement by reference, as though fully set forth.

SECTION 15   DEFINITIONS

         The terms identified below in this Section have the meanings indicated,
unless a different and common meaning of any of the terms is clearly indicated
by the context. Any variance or derivative of the following terms have
correlative meanings. Any reference to any provision of law, such as ERISA or
the Code, includes any successor provision adopted by any amendments, or any
applicable regulations or other law, modifying, amending, interpreting or
otherwise affecting the application of the law. Any reference to an agreement
includes any subsequent modification, restatement or supplement to the
agreement.

         15.1     Acquisition Balance Sheet - means the September 30, 2001
                  Balance Sheet of Seller, a copy of which is attached as
                  Schedule 15.1.

         15.2     Acquisition Statement of Income - means the September 30, 2001
                  Statement of Income of Seller, a copy of which is attached as
                  Schedule 15.2.

         15.3     Acquisition Financial Statements - means the Acquisition
                  Balance Sheet and the Acquisition Statement of Income.

         15.4     Affiliate - means: (i) any person directly or indirectly
                  controlling, controlled by or under common control with
                  another person; (ii) a person owning or controlling 50 percent
                  or more of the outstanding voting securities of such other
                  person; (iii) any officer, director, member or partner of such
                  person; or (iv) a person who is an officer, director, member
                  or partner or holder of 50 percent or more of any of the
                  voting interests of any person described in clauses (i)
                  through (iii) of this sentence, or (v) any family relative of
                  the Shareholders.

         15.5     Agreement - means this asset purchase agreement together with
                  the Attachments.

         15.6     Approval Order - is defined in Section 11.2.


                                       25
<PAGE>
         15.7     Assignment and Assumption Agreement - means that agreement
                  attached as Exhibit A.

         15.8     Assumed Contract- means a Contract that is expressly assigned
                  to and assumed by Buyer under the Assignment and Assumption
                  Agreement.

         15.9     Assumed Liabilities - is defined in Section 4.2.

         15.10    Assumed Payables - means Seller's Liabilities that are assumed
                  by Buyer under Sections 4.2(a), (b), (c), (d) and (e).

         15.11    Attachments - means the schedules and exhibits referred to in
                  this Agreement.

         15.12    Authorization - means any Government consent, license, permit,
                  grant or any other governmental authorization.

         15.13    Bankruptcy Court - means the U.S. Bankruptcy Court, Northern
                  District of Ohio (Youngstown).

         15.14    Boardman Business - means the existing business operations of
                  Seller that is operated from the Boardman Location, including
                  the goodwill and going concern value of that business, and the
                  customer relations, and supplier relations.

         15.15    Boardman Location - means the premises known by the street
                  address of 4449 Lake Park Road, Youngstown, Ohio.

         15.16    Break-up Fee - is defined in Section 12.17.

         15.17    Buyer - means Profile Group, LLC, an Ohio limited liability
                  company ("Buyer").

         15.18    Buyer Indemnified Parties - means Buyer, its Affiliates, and
                  all of its and their officers, directors, members, and
                  employees.

         15.19    CERCLA - means the Comprehensive Environmental, Response,
                  Compensation and Liability Act of 1980, 42 U.S.C. Section 9601
                  et. seq.

         15.20    Closing - means the Closing of the Transaction described in
                  Section 13.1.

         15.21    Closing Date - is day of the Closing defined in Section 13.1,
                  or any other date agreed upon by the parties, in writing. Any
                  reference to the Closing Date for the purpose of establishing
                  a point in time, or calculating a period of time, means 11:59
                  p.m., local time, Cleveland, Ohio, on the Closing Date.

         15.22    Code - means the Internal Revenue Code of 1986, as amended.

         15.23    Contaminant - means (i) any substance defined as hazardous
                  under CERCLA Section 101(14), (ii) any other substance deemed
                  hazardous by the United States

                                       26

<PAGE>
                  Environmental Protection Agency under CERCLA Section 102(a),
                  (iii) petroleum (including crude oil or any fraction), (iv)
                  any substance deemed hazardous pursuant to RCRA
                  Section 1004(5), (v) infectious waste, (vi) any material that
                  is or may become radioactive, or any radon gas, (vii)
                  asbestos-containing material, including friable asbestos,
                  (viii) transformers or other equipment that contains
                  dielectric fluid containing polychlorinated biphenyls, or (ix)
                  any other hazardous or toxic substance, chemical, material,
                  matter, compound, mixture, solution, element, pollutant, or
                  waste regulated under any Environmental Law.

         15.24    Contract - means any voluntarily entered written or oral
                  agreement or commitment that is legally binding on any person
                  or Entity under applicable Law.

         15.25    Court Order - means any judgment, decree, injunction or order
                  of any federal, state, local or foreign court that is binding
                  on any person or Entity or its property under applicable Law.

         15.26    Damages - means any losses, costs, expenses, interest,
                  penalties, fines, Liabilities, or any other deficiency or
                  damages, including losses or damages resulting from death,
                  personal injury, damage to property, lost profits,
                  consequential or incidental damages, and including reasonable
                  legal counsel fees, costs of litigation (including discovery
                  costs and reasonable expert fees, including those of an
                  environmental expert or consultant incurred during litigation
                  or any dispute resolution proceeding), and including fees
                  reasonably incurred investigating or attempting to avoid any
                  damages or to oppose the imposition of any costs, expenses,
                  interest or penalties.

         15.27    Default Interest Rate - means an interest rate that is four
                  percent above the base lending rate announced and charged by
                  National City Bank, Cleveland, Ohio, from time to time, with
                  each change in the base lending rate by that institution
                  automatically and immediately changing the Default Interest
                  Rate under this Agreement, without notice.

         15.28    Effective Date - means the date set forth in the first
                  paragraph of this Agreement.

         15.29    Employee Benefit Plan - means any employee benefit plan within
                  the meaning of ERISA Section 3(3), other than a Multiemployer
                  Plan.

         15.30    Entity - means a corporation, partnership, sole
                  proprietorship, joint venture, limited liability company, or
                  other form of organization whether formed for the conduct of a
                  business or profit seeking activity, active or passive, or
                  not-for-profit.

         15.31    Environment - means the broadest definition of environment as
                  contemplated by CERCLA Section 101(8).


                                       27
<PAGE>
         15.32    Environmental Law - means any Law that pertains to the
                  environment, and includes CERCLA; RCRA; SARA; the Federal
                  Water Pollution Control Act, 33 U.S.C. Section 1251 et. seq.;
                  the Clean Air Act, 42 U.S.C. Section 7401 et. seq.; the Clean
                  Water Act, 33 U.S.C. Section 1251 et seq.; the Safe Drinking
                  Water Act , 42 U.S.C. Section 300f et seq.,; the Toxic
                  Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
                  Hazardous Materials Transportation Act, 49 U.S.C. Section 1801
                  et seq.; the National Environmental Policy Act , 42
                  U.S.C. Section 4321 et seq.; the Emergency Planning and
                  Community Right to Know Act, 42 U.S.C. Section 11001 et seq.;
                  the Federal, Insecticide, Fungicide and Rodenticide Act, 7
                  U.S.C. Section 136 et seq.; and any applicable Regulation of
                  any federal or state agency.

         15.33    ERISA - means the Employee Retirement Income Security Act of
                  1974, as amended.

         15.34    Excluded Assets - means the assets that are described in
                  Section 2.

         15.35    GAAP - means United States generally accepted accounting
                  principles as determined by the Financial Accounting Standards
                  Board.

         15.36    Government - means the federal government and any foreign,
                  state, municipal, county, or other local government, including
                  any agencies, bureaus, boards, commissions, committees,
                  departments, or other governmental bodies.

         15.37    Government Proceeding - means any proceeding, audit, inquiry,
                  or investigation by a Government, including any judicial
                  proceeding, arbitration, administrative proceeding, or
                  criminal prosecution.

         15.38    Indemnitee - means a party who is entitled to be indemnified
                  under this Agreement.

         15.39    Indemnitor - means a party who is obligated to indemnify under
                  this Agreement.

         15.40    Intellectual Property - means any trade names, fictitious
                  names, assumed names, trade marks, service marks, copyrights
                  and works of authorship, and all registrations and
                  applications for the foregoing, and all licenses or license
                  rights related to, or based upon, the foregoing, software
                  licenses and know-how licenses, all domestic and foreign
                  patents and patent rights, industrial models and all United
                  States and foreign patent rights covered by, disclosed in or
                  otherwise related to any patents, all registrations and
                  applications for patents, and all reissues, divisions,
                  continuations-in-part, re-examinations, and extensions of
                  patents, together with the right to sue for past infringement
                  and improper, unlawful, or unfair use of any of the foregoing.

         15.41    Interim Period - is defined in Section 12.1.

         15.42    IRS - means the Internal Revenue Service.


                                       28
<PAGE>
         15.43    Law - means any federal, state, local law or any governmental
                  requirement of any kind, whether legislatively, judicially, or
                  administratively promulgated, including any statutes,
                  ordinances, rules, rulings, pronouncements, regulations,
                  directives, orders, case decisions, Attorney General opinions,
                  and the common law.

         15.44    Leased Real Property - means the real property described in
                  Schedule 5.11.

         15.45    Liability - means the obligation of a person or an Entity, at
                  any point in time, whether known or unknown, contingent or
                  absolute, whether recorded on its books, arising or resulting
                  in any way from facts, events, Contracts, obligations,
                  transactions, or occurrences.

         15.46    Lien - means any mortgage, security interest, adverse claim,
                  pledge, encumbrance, charge, imposition, or legal or equitable
                  claim of any nature on any property securing the payment of a
                  Liability.

         15.47    Non-Assignable Asset - means any asset (including any property
                  or legal right) that would be a Purchased Asset, except that
                  the assignment or transfer of such asset would: (i) require
                  the consent or waiver of a third party Entity or Government,
                  and such waiver has not been obtained; or (ii) constitute a
                  breach of the terms of any agreement pertaining to such asset;
                  or (iii) constitute a violation of any Law; or (iv) not be
                  immediately practicable.

         15.48    Norton Business - means the existing business operations of
                  Seller that is operated from the Norton Location, including
                  the goodwill and going concern value of that business, and the
                  customer relations, and supplier relations.

         15.49    Norton Location - means the premises known by the street
                  address of 4409 S. Cleveland Massillon Road, Norton, Ohio.

         15.50    Notice - means any summons, citation, directive, order,
                  letter, or any communication, written or oral, actually
                  delivered or threatened, from any Government, any other
                  Entity, or any individual, concerning any intentional or
                  unintentional act or omission that has resulted, or that may
                  result, in the Release of Contaminants into the Environment.

         15.51    OSHA - means the Occupational Safety and Health Act , 29
                  U.S.C. Section 651 et seq.

         15.52    Other Financial Statements - means the financial statements of
                  Seller delivered to Buyer other than the Acquisition Financial
                  Statements.

         15.53    Other Plan - means any employment, noncompetition, management,
                  agency, or consulting agreement, bonus, profit sharing,
                  deferred compensation, incentive, stock option, stock
                  ownership, or stock purchase plan, or other similar plan,
                  severance pay plan, policy, or arrangement intended to provide
                  Seller's


                                       29
<PAGE>
                  employees (or any of them) with an economic benefit, whether
                  in written form, which does not constitute an Employee Benefit
                  Plan or a Multiemployer Plan.

         15.54    Parent - means American Architectural Products Corp., a
                  Delaware corporation.

         15.55    Pension Plan - means a "Pension Plan" or an "Employee Pension
                  Benefit Plan" as defined in ERISA Section 3(2) and the
                  applicable Regulations.

         15.56    Private Litigation - means any lawsuit, arbitration,
                  mediation, or other adversary proceeding that does not
                  constitute a Government Proceeding.

         15.57    Prohibited Activities - is defined in Section 10.6.

         15.58    Proprietary Information - means all confidential or
                  proprietary information, including trade secrets, know-how,
                  business information, formula, technical data, customer and
                  supplier information and lists, pricing and cost information,
                  business and marketing plans, employee information, research
                  and development, ideas and techniques, together with the right
                  to sue for past infringement and improper, unlawful, or unfair
                  use of any of the foregoing, that pertains to Seller's
                  Aluminum Businesses.

         15.59    Purchase Price - means the purchase price paid for the
                  Purchased Assets, including the Assumed Liabilities, and the
                  consideration paid for the restrictive covenants, all of which
                  is described and calculated in Section 3.1.

         15.60    Purchased Assets - means the assets that are sold by Seller to
                  Buyer in accordance with this Agreement, and as more
                  specifically described in Section 1.

         15.61    Regulation - means any regulation, order, or rule of any
                  Government, including those covering taxation, the
                  environment, safety, health, transportation, bribery,
                  record-keeping, zoning, employment, antitrust, or securities
                  regulation matters.

         15.62    Release - means releasing, spilling, leaking, pumping,
                  pouring, emitting, emptying, discharging, injecting, escaping,
                  leaching, migrating, disposing, or dumping.

         15.63    Reportable Event - means a "Reportable Event" as defined in
                  ERISA Section 4043(b).

         15.64    Reportable Quantity - means the definition given to the phrase
                  by, and are those quantities specified by, the Administrator
                  of the United States Environmental Protection Agency under
                  CERCLA Section 102(a).

         15.65    Restricted Area - means the geographic area described in
                  Schedule 10.6.

         15.66    RCRA - means the Resource Conservation and Recovery Act, 42
                  U.S.C. Section 6901 et. seq.


                                       30
<PAGE>
         15.67    SARA - means the Superfund Amendment and Re-authorization Act.

         15.68    Seller - means American Weather-Seal Co., a Delaware
                  corporation.

         15.69    Seller's Aluminum Businesses - means the Boardman Business and
                  the Norton Business.

         15.70    Seller Indemnitor Parties - means Parent and Seller.

         15.71    Tax - means any Government charge, including any tax,
                  assessment, levy, or fee, and all associated interest and
                  penalties.

         15.72    Transaction - means the transaction contemplated by this
                  Agreement, and the related exhibits.

         15.73    Welfare Plan - means a "Welfare Plan" or an "Employee Welfare
                  Benefit Plan" as defined in ERISA Section 3(1) and the
                  applicable Regulations.

                  [end of terms - signatures on the next page]

         The parties have signed this Agreement, intending to be legally bound,
as of the Effective Date.

                                          SELLER:
                                          \s\ Joseph Dominijanni
                                          --------------------------------------
                                          Its President


                                          PARENT:
                                          \s\ Joseph Dominijanni
                                          --------------------------------------
                                          Its President

                                          BUYER:
                                          \s\ James E. Phillips
                                          --------------------------------------
                                          Its President


                                       31