Exhibit 2.2(c)
                                                                  --------------
                            ASSET PURCHASE AGREEMENT

                                    Between:


                           DIXON TICONDEROGA COMPANY,
                                   The Seller


                                      -AND-


                             NEW CASTLE REFRACTORIES
                                 COMPANY, INC.,
                                  The Purchaser







                            David T. Mojock, Esquire
                    Balph, Nicolls, Mitsos, Flannery & Clark
                     300 Sky Bank Building, 14 N. Mercer St.
                              New Castle, PA 16101
                                 (724) 658-2000



<PAGE>
                                    INDEX TO
                            ASSET PURCHASE AGREEMENT
                          DIXON TICONDEROGA COMPANY AND
                      NEW CASTLE REFRACTORIES COMPANY, INC.

      Section                                                           Page
      -------                                                           ----

1.    Asset Sale........................................................   1
      1.1   Agreement to Sell...........................................   1
      1.2   Excluded Assets.............................................   2
      1.3   The Closing.................................................   3

2.    Purchase Price; Assumption of Liabilities of the Seller...........   3
      2.1   Purchase Price..............................................   3
      2.2   Assumption of Liabilities...................................   4

3.    Closing Date; Transfer Procedures.................................   5
      3.1   Closing Date................................................   5
      3.2   Deliveries by the Seller....................................   5
      3.3   Deliveries by the Purchaser.................................   6
      3.4   Release of Liens............................................   7
      3.5   Ad Valorem Taxes............................................   7

4.    Representations and Warranties of the Seller......................   7
      4.1   Organization and Good Standing..............................   7
      4.2   Title to Tangible Assets....................................   8
      4.3   Tax Matters.................................................   8
      4.4   Litigation and Claims.......................................   8
      4.5   Additional Information......................................   9
      4.6   Restrictions................................................  10
      4.7   Compliance with Laws........................................  10
      4.8   Employee Benefit Plans......................................  10
      4.9   Authorization...............................................  10
      4.10  Fixed Assets................................................  11
      4.11  Accounts Receivable.........................................  11
      4.12  Contracts...................................................  11
      4.13  Financial Statements........................................  11
      4.14  Changes in Financial Condition..............................  11
      4.15  Patents and Similar Intangible Property.....................  12
      4.16  Information Systems.........................................  12
      4.17  Workers' Compensation Claims................................  12
      4.18  Disclosure/Disclaimer.......................................  12

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<PAGE>

5.    Representations and Warranties of the Purchaser...................  12
      5.1   Organization and Good Standing..............................  12
      5.2   Authorization...............................................  13

6.    Conduct Pending the Closing.......................................  13
      6.1   Conduct of Business.........................................  13
      6.2   Access......................................................  13
      6.3   Contracts and Commitments...................................  13
      6.4   Sale of Capital Assets......................................  13
      6.5   Liabilities.................................................  14
      6.6   Insurance...................................................  14
      6.7   Preservation of Organization and Employees..................  14
      6.8   Reasonable Efforts to Close.................................  14
      6.9   Notice of Developments......................................  14

7.    Conditions Precedent to the Purchaser's Obligations..............   14
      7.1   Representations and Warranties.............................   15
      7.2   Performance of Agreements..................................   15
      7.3   Damage or Destruction......................................   15
      7.4   Closing Deliveries.........................................   15
      7.5   Closing Certificates.......................................   15
      7.6   Opinion of Counsel.........................................   15
      7.7   No Litigation..............................................   15
      7.8   Financing..................................................   15
      7.9   Union Contracts............................................   15
      7.10  Bulk Sale Laws.............................................   15
      7.11  Material Adverse Change....................................   15

8.    Conditions Precedent to the Seller's Obligations..................  16
      8.1   Representations and Warranties..............................  16
      8.2   Performance of Agreements...................................  16
      8.3   Closing Deliveries..........................................  16
      8.4   No Litigation...............................................  16
      8.5   Union Contracts.............................................  16
      8.6   Opinion of Counsel..........................................  16

9.    Fees and Expenses.................................................  16
      9.1   Representations and Indemnity with Respect to Brokers.......  16
      9.2   Expenses of the Transaction.................................  16
      9.3   Sales, Transfer and Documentary Stamps......................  17

10.   Indemnification...................................................  17
      10.1  Liabilities.................................................  17
      10.2  Survival of Representations.................................  17

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<PAGE>
      10.3  Indemnification by the Seller...............................  17
      10.4  Indemnification by Purchaser................................  18
      10.5  Defense of Claims...........................................  18
      10.6  Exclusive Remedy............................................  19

11.   Post-Closing Matters..............................................  19
      11.1  Further Assurances..........................................  19
      11.2  Responsibility for Litigation...............................  19
      11.3  Satisfaction of Debt........................................  19
      11.4  Employees and Employee Benefits.............................  19
      11.5  Environmental Remediation...................................  21

12.   Fire and Casualty.................................................  21

13.   Termination of Agreement..........................................  22
      13.1  Termination of Agreement....................................  22
      13.2  Effect of Termination.......................................  23

14.   Miscellaneous.....................................................  23
      14.1  Governing Law...............................................  23
      14.2  Headings for Reference Only.................................  23
      14.3  No Publicity................................................  23
      14.4  Notices.....................................................  23
      14.5  Non-Competition.............................................  24
      14.6  Assignment..................................................  25
      14.7  Waiver......................................................  25
      14.8  Severability and Construction...............................  25
      14.9  Entire Agreement and Amendment..............................  25
      14.10 Authority...................................................  26
      14.11 Force Majeure...............................................  26

                                      iii
<PAGE>
                            ASSET PURCHASE AGREEMENT
                            ------------------------



     This ASSET  PURCHASE  AGREEMENT  dated  December 23, 2002, is between DIXON
TICONDEROGA  COMPANY,  a Delaware  corporation  (the  "Seller"),  and NEW CASTLE
REFRACTORIES COMPANY, INC., a Pennsylvania corporation, (or a business entity to
be designated by it), (the "Purchaser").

     WHEREAS,  the Seller desires to sell to the Purchaser  substantially all of
the assets and assume certain of the  liabilities  described  herein relating to
its  business  operated as a division  of the Seller  carried out under the name
"New  Castle  Refractories  Company,"  which  division  develops,  manufactures,
markets and sells clay and non-clay ceramic  refractory  products with plants or
offices  located  in  New  Castle,  Pennsylvania,   Newell,  West  Virginia  and
Massillon, Ohio, (the "Business");

     WHEREAS, the Purchaser wishes to purchase such assets and the Business as a
going concern and to assume  certain  liabilities  of the  Business,  all as set
forth in this Agreement; and

     WHEREAS,  the Purchaser is owned and managed by Thomas E.  Shaffer,  Edward
Allison Jr., and Thomas A. Huffman (collectively,  the "Managers"),  who are all
executive  officers of the Business and as such have been  managing the Business
for the Seller for years.

     NOW,  THEREFORE,  in consideration of the premises set forth herein,  other
good and valuable consideration the receipt of which is hereby acknowledged, and
intending to be legally bound,  the parties hereto hereby  covenant and agree as
follows:

                              Section 1. Asset Sale
                              ---------------------

     1.1. Agreement To Sell. At the Closing  (hereinafter  defined),  the Seller
shall sell, grant, convey,  transfer,  assign and deliver to the Purchaser,  and
the Purchaser  shall  purchase from the Seller upon the terms and subject to the
conditions  of this  Agreement,  free and clear of all liens,  encumbrances  and
charges, all of the Seller's right, title and interest in the assets comprising,
the Business, including, without limitation, the following (the "Assets"):

          (a) All  inventory  and  stock in trade of the  Business  owned by the
     Seller on the Closing Date (as hereinafter defined);

          (b) All prepaid expenses (except insurance), accounts receivable not
      in excess of $1,500,000, notes and security for debts owed to and owned by
      the Seller on the Closing Date and relating to the operation of the
      Business;

          (c) All real estate  owned by the Seller  together  with the  Seller's
     interest in all mineral rights (including, without limitation, gas wells in
     Massillon,  Ohio) and improvements  thereto occupied by the Business at New
     Castle,  Lawrence  County,  Pennsylvania,   Newell,  Hancock  County,  West
     Virginia,  and  Massillon  (Townships  of Lawrence  and  Tuscarawas)  Stark

                                       1

<PAGE>


     County,  Ohio, (the "Premises"),  described more fully in Exhibits "A", "B"
     and "C" attached hereto and incorporated herein;

          (d) All furniture, fixtures, supplies, materials,  machinery, vehicles
     and equipment  owned by the Seller on the Closing Date used in the Business
     and located on or about the Premises,  including  without  limitation those
     items  specifically  listed on Exhibit "D" attached hereto and incorporated
     herein (the "Fixed Assets");

          (e) All credits  arising out of or relating to the  operations  of the
     Business due to the Seller from suppliers on the Closing Date;

          (f) All raw materials, work in progress and finished goods used in the
     Business;

          (g) All permits, approvals, licenses,  authorizations and other rights
     obtained from any government or agency thereof  related to the operation of
     the Business, to the extent transferable;

          (h) All  books,  records,  warranties  and  information  of the Seller
     relating to the Assets, management and operation of the Business;

          (i) All customer lists, patents, designs,  trademarks,  service marks,
     copyrights or applications therefor,  licenses, permits and authorizations,
     the website at  www.newcastlerefractories.com,  trade names,  slogans which
     the Seller is the owner, licensor or licensee,  together with the name "New
     Castle Refractories Company" and "Corundite Refractories",  and any similar
     name  or  names  used  by  the  Seller  in  connection  with  the  Business
     (individually and collectively "Names") and any goodwill attaching thereto.
     After the closing, the Seller shall cease using the Names and any telephone
     numbers  listed under the Names all of which are conveyed to the  Purchaser
     and  the  Seller  shall  cancel  its  registration  of  the  Names  in  all
     jurisdictions  including  Pennsylvania,  West Virginia,  Ohio and any other
     state where the Names may be registered.

          (j) All other  assets  owned by the Seller,  tangible  or  intangible,
     wherever  located,  relating  to or used or useful in  connection  with the
     Business, but not the Assets described in section 1.2;

     1.2. Excluded Assets. Notwithstanding anything to the contrary contained in
section 1.1 or elsewhere in this Agreement,  the following  assets of the Seller
(collectively,  the  "Excluded  Assets")  are not part of the sale and  purchase
contemplated  hereunder,  are  excluded  from the  Assets  and shall  remain the
property of the Seller after the Closing:

          (a) all cash, cash equivalents and short-term investments not shown on
     the Closing Balance Sheet, Exhibit "E";

          (b) all  personnel  records  and  other  records  that the  Seller  is
     required by law to retain in its possession.  The Purchaser agrees that (i)
     all such  records that are located at the Premises on the Closing Date may,
     at the Seller's  discretion,  remain at such  Premises  (ii) the  Purchaser
     shall be responsible for the safe keeping of such records, (iii) the Seller
     and it's  agents  shall  have  access  to all such  records  during  normal
     business hours for  inspection  and copying,  as long as the Seller doesn't

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<PAGE>

     unreasonably  interfere with the Purchaser's business,  and (iv) the Seller
     may  remove  such  records  upon not less than 5 days  prior  notice to the
     Purchaser and the Purchaser may, except to the extent precluded by law, may
     copy such records.  This  provision  shall be binding on the successors and
     assigns of the Purchaser;

          (c) all claims for refund of any and all taxes and other  governmental
     charges of whatever nature;

          (d) all rights in connection  with and assets of the Plans (as defined
     herein);

          (e) all rights of the Seller  under this  Agreement,  all  instruments
     pursuant to which assets are transferred, and the Note (as defined herein);

          (f) any and all Assets located at any of the Seller's properties other
     than in New Castle,  Pennsylvania,  Newell,  West Virginia,  and Massillon,
     Ohio; and

          (g) all Assets not used exclusively in the Business.

     1.3. The Closing.  At the  consummation  of the  transactions  contemplated
hereby (the "Closing"), the Seller shall sell to the Purchaser and the Purchaser
shall purchase from the Seller,  upon the terms and subject to the conditions of
this  Agreement and in reliance upon the  representations  and warranties of the
Seller in this  Agreement and any  representations  made by the Seller in any of
the  Exhibits  to section 4, the Assets  and,  as  consideration  therefor  (the
"Purchase Price"), shall: (a) pay to the Seller the amounts set forth in section
2.1; and (b) assume and agree to pay or discharge the Seller's  liabilities  and
obligations to the extent and only as provided in section 2.2.

       Section 2. Purchase Price; Assumption of Liabilities of the Seller
       ------------------------------------------------------------------



<PAGE>


     2.1.  Purchase  Price.  The Purchase Price for the Assets shall be equal to
the Net Book Value at the time of Closing plus  $250,000.00.  The Net Book Value
shall be based  upon the  balance  sheet of the  Seller  for the  Business  (the
"Closing  Balance Sheet")  prepared as of the most recent  practical date before
the  Closing,  but in no event  earlier  than  November  30,  2002 and  shall be
calculated  in the same method as is used to calculate the Net Book Value of the
Business in the Interim  Balance Sheet  provided for below.  Attached  hereto as
Exhibit  "E" and  incorporated  herein  is a balance  sheet  and Net Book  Value
calculation  for the  Business  prepared  by the  Seller  as of the most  recent
practicable  date  prior to the date of this  Agreement  (the  "Interim  Balance
Sheet").  The Interim  Balance Sheet is and the Closing Balance Sheet shall be a
true and accurate  representation  of the assets and liabilities of the Business
as of their  respective dates and shall be prepared on the same basis as that of
previous periods. The Purchaser  understands and agrees that the Interim Balance
Sheet and the Closing  Balance  Sheet will not include  accounts  receivable  in
excess of $1,500,000  and any accounts  receivable 90 or more days old as of the
Closing Date. If, after excluding  accounts  receivable 90 or more days old, the
accounts  receivable still exceed $1,500,000,  the Seller shall retain ownership
of mutually  agreed upon Griffin  Wheel  accounts  receivable  so that the total
accounts receivable on the Closing Balance Sheet will not exceed $1,500,000. The
Purchase Price shall be paid as follows:

                                       3
<PAGE>

          (a) At the time of Closing,  the  Purchaser  shall receive a credit in
     the amount of Two Hundred Fifty Thousand and 00/100  ($250,000.00)  Dollars
     against  the  Purchase  Price in  consideration  for the  cancellation  and
     termination  of  Employment  Agreements  between  the  Seller and Thomas E.
     Shaffer,  L. Edward  Allison,  Jr. and Thomas A. Huffman  (the  "Employment
     Agreements"). The parties agree that any monies spent by the Seller for any
     and all  expenses  related  to the sale of the  Business  to the  Purchaser
     except for the Seller's  legal fees,  but  including,  without  limitation,
     environmental reports and appraisals shall be deducted from the credit.

          (b) At the  Closing,  the  Purchaser  shall  deliver  to the  Seller a
     promissory note in the principal amount of Five Hundred Thousand and 00/100
     ($500,000.00)  Dollars (the "Note")  which will be secured by a mortgage on
     the  Premises  (the  "Mortgage"),  a security  interest  in the Assets (the
     "Security  Agreement",  and which Note,  Mortgage,  and Security  Agreement
     shall be in a form mutually  agreeable to the  Purchaser  and Seller.  Said
     Note,  Mortgage,  and Security  Agreement shall be subordinate  only to the
     financing obtained by the Purchaser to pay the cash portion of the Purchase
     Price and an amount of not more than $300,000 to fund  Purchaser's  working
     capital.

          (c) At the  Closing,  the  Purchaser  shall  pay  the  balance  of the
     Purchase Price by wire transfer to the Seller;

          (d) This  Agreement  and the  Closing  are  expressly  subject  to and
     contingent  upon  the  Purchaser  obtaining  financing  acceptable  to  the
     Purchaser for the completion of this transaction as set forth in section 7;

          (e) The  Purchase  Price shall be  allocated  as  consistent  with the
     Closing Balance Sheet.

     The  parties  shall make  consistent  use of such  allocations  for all tax
     purposes  and in all  filings,  declarations  and reports with the Internal
     Revenue  Service with respect  thereto.  The  Purchaser  shall  prepare and
     deliver Internal Revenue Service Form 8594 to the Seller within  forty-five
     (45) days  after the  Closing  Date to be filed with the  Internal  Revenue
     Service.  In any  proceeding  relating  to the  determination  of any  tax,
     neither the Purchaser  nor the Seller shall contend or represent  that such
     allocation is not a correct allocation.

     2.2.  Assumption of  Liabilities.  On the Closing Date, the Purchaser shall
assume  and  agree  to pay or  discharge  only  the  following  liabilities  and
obligations of the Seller and no others (the "Assumed Liabilities"):

          (a) All  liabilities,  trade accounts  payable and accrued expenses of
     the Seller acquired in the ordinary course of Business and reflected on the
     Closing Balance Sheet.  The parties agree that the Interim Balance Sheet is
     accurate as of its date but is only an example;

          (b) All  executory  liabilities  and  obligations  of the  Seller  not
     required  to be  performed  prior to the  Closing  Date  under the  leases,
     licenses,   commitments  and  agreements  listed  on  Exhibit  "H"  hereto,
     including,  without  limitation,  the  union  contracts  applicable  to the
     Business;

                                       4
<PAGE>

          (c) Any liability to the Seller's  customers incurred by the Seller in
     the ordinary  course of business for orders  outstanding  as of the Closing
     Date reflected on the Seller's books;

          (d) Any liability to the Seller's  customers  under  written  warranty
     agreements  given by the Seller to its customers in the ordinary  course of
     business prior to the Closing Date; and

          (e) The Purchaser's  share of ad valorem real estate taxes as provided
     for in section 3.5.

     All debts, commitments, liabilities and obligations of the Seller, of every
kind whatsoever,  whether known or unknown, direct or contingent,  in litigation
or threatened or not yet asserted  (other than the Assumed  Liabilities)  or any
claims or demands  based  thereon or  attributable  thereto  (other than Assumed
Liabilities) are and shall remain the sole responsibility of the Seller. Without
limiting the generality of the foregoing, specifically excluded from the Assumed
Liabilities  are any  liabilities  of the Seller  with  respect to any  federal,
state, local or foreign income,  franchise or other tax imposed upon the Seller,
any obligation of the Seller for any employee  grievance  pending at the Closing
Date,  any  obligations  of the Seller  arising out of any pending or threatened
litigation or for the  adjustment or payment for returned or defective  goods at
any time sold by the Seller prior to the Closing Date,  any liability or damages
arising,  directly or indirectly,  from any violation or alleged violation by or
on behalf of the Seller prior to the Closing Date of any federal,  state,  local
or foreign laws,  ordinances,  regulations,  decrees or rules or any  unasserted
claim,  assessment or liability  against the Seller arising prior to the Closing
Date  (except for the  Assumed  Liabilities)  for all of which the Seller  shall
remain solely responsible and liable.

     Except as set forth in section 9.3, in no event shall the Purchaser assume,
incur or be responsible  for any liability,  debt or obligation  with respect to
any  income or other tax  payable  by the  Seller  incident  to or  arising as a
consequence of the  consummation  by the Seller of this Agreement or any cost or
expense  incurred by the Seller  incident to or arising as a consequence of such
consummation of the negotiations in connection with this Agreement.

                  Section 3. Closing Date; Transfer Procedures
                  --------------------------------------------

     3.1. Closing Date. The closing of the sale and purchase of the Assets shall
be held at 9:00 a.m.,  local time, on February 17, 2003, (the "Closing Date") at
the  Business's  offices  in New  Castle,  PA, or on such other date and at such
other time or place as the parties may agree in writing.

     3.2. Deliveries by the Seller. At the Closing,  the Seller shall deliver to
the Purchaser the following:

          (a) a bill of sale for all of the Assets  that are  tangible  personal
     property  in the  form  delivered  to the  Purchaser  for  examination  and
     approval at least  fifteen (15) days prior to the Closing Date  executed by
     the Seller;

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<PAGE>

          (b) an  assignment of all of the Assets that are  intangible  personal
     property  in the  form  delivered  to the  Purchaser  for  examination  and
     approval  at least  fifteen  (15) days  prior to the  Closing  Date,  which
     assignment  shall also contain  Buyer's  undertaking  and assumption of the
     Assumed Liabilities (the "Assignment and Assumption  Agreement"),  executed
     by the Seller;

          (c) for  each  Asset  that  is real  property,  a  recordable  general
     warranty deed, in the form delivered to the Purchaser for  examination  and
     approval at least fifteen (15) days prior to the Closing Date,  executed by
     the Seller;

          (d)  assignments  of all  intellectual  property  Assets and  separate
     assignments  of all  registered  trademarks  in the form  delivered  to the
     Purchaser for  examination and approval at least fifteen (15) days prior to
     the Closing Date, executed by the Seller;

          (e)  such  other  deeds,   bills  of  sale,   assignments   (including
     assignments   of  the  union   contracts   applicable  to  the   Business),
     certificates  of title,  documents  and other  instruments  of transfer and
     conveyance  as may  reasonably  be  requested  by  Buyer,  each in form and
     substance  satisfactory  to Buyer and its legal counsel and executed by the
     Seller;

          (f) all  contracts,  agreements,  commitments,  warranties  and rights
     relating to the Assets and the  Business and its  operation  and the Seller
     shall take all actions  reasonably  required to put the Purchaser in actual
     possession, ownership, operation and control of the Assets and Business;

          (g) evidence and documents acceptable to the Purchaser and its counsel
     that all  contracts  or rights of the Seller  which  cannot be  transferred
     effectively  without  the  consent  of third  parties  have  received  such
     consent, or if such consent is unobtainable,  an agreement  satisfactory to
     the Purchaser and its counsel assuring to the Purchaser all of the benefits
     of such contracts or rights;

          (h) a Subsistence  Certificate  and a Corporate  Tax Lien  Certificate
     showing  that the Seller owes no such  taxes,  both dated and issued by the
     Commonwealth of Pennsylvania, Certificates of Good Standing from the states
     of West Virginia  (confirming  that all West Virginia taxes have been paid)
     and Ohio,  and a tax  certificate  from the State of Ohio, all dated within
     thirty (30) days before  Closing and evidence and  documents  acceptable to
     Purchaser and its counsel that Seller has complied with the applicable Bulk
     Sales Laws in Pennsylvania, West Virginia and Ohio;

          (i) at the Closing,  the Seller shall  execute all  documents and take
     all actions  reasonably  necessary to transfer to the  Purchaser all of the
     Seller's     right,     title    and     interest    in    and    to    the
     www.newcastlerefractores.com  website.  The Seller and the Purchaser  shall
     also enter into a written  agreement,  reasonably  acceptable to the Seller
     and the  Purchaser,  providing  the  Purchaser the free use of the Seller's
     mainframe computer for a period of one (1) year after the Closing Date in a
     similar method, manner, time and procedure as currently exists; and

          (j) the certificates required by section 7.5 and 10.2.

                                       6
<PAGE>

     3.3.  Deliveries  by the  Purchaser.  The  Purchaser  shall  deliver to the
Seller:

          (a) the portion of the Purchase  Price  provided for in section 2.1(c)
     by wire  transfer  to an  account  specified  by the  Seller  in a  writing
     delivered  to the  Purchaser  at least  one (1)  business  day prior to the
     Closing Date;

          (b)  the  Note,  Mortgage  and  Security  Agreement  executed  by  the
     Purchaser;

          (c) the Assignment and Assumption Agreement executed by the Purchaser;

          (d) written  terminations  of the  Employment  Agreements  executed by
     Messrs. Shaffer, Allison, and Huffman, and in form reasonably acceptable to
     the Seller; and

          (e) the certificate required by section 10.2.

     3.4. Release of Liens. At or prior to the Closing, the Seller shall deliver
all  necessary  releases  or  waivers of all liens,  charges,  encumbrances  and
Uniform Commercial Code termination statements in forms reasonably acceptable to
the  Purchaser's  counsel  so  that  the  Seller's  title  to the  Assets  is in
conformity with section 4.2 hereof.

     3.5 Ad Valorem Taxes. Ad valorem real and tangible  personal property taxes
with  respect to the Assets for the  calendar  year in which the Closing  occurs
shall be prorated between the Seller and the Purchaser as of the Closing Date on
the basis of no applicable discount. If the amount of such taxes with respect to
any of the Assets for the calendar year in which the Closing occurs has not been
determined  as of the Closing  Date,  then the taxes with respect to such Assets
for the preceding calendar year, on the basis of no applicable  discount,  shall
be used to calculate such prorations, with known changes in valuation or millage
applied.  The prorated  taxes shall be an  adjustment  to the amount of cash due
from the Purchaser at the Closing. If the actual amount of all such taxes varies
by more than five thousand  Dollars  ($5,000) from estimates used at the Closing
to prorate such taxes, then the parties shall prorate such taxes within ten (10)
days  following  request by either  party based on the actual  amount of the tax
bill.

             Section 4. Representations and Warranties of the Seller
             -------------------------------------------------------

     To induce the  Purchaser to enter into this  Agreement,  the Seller  hereby
represents  and  warrants to the  Purchaser,  as set forth below.  However,  the
Purchaser  acknowledges  that the Managers have been  operating the Business for
the Seller and are therefore  knowledgeable  about the day to day  operations of
the Business.  Accordingly,  .the Purchaser shall not be entitled to rely on any
representation or warranty set forth below if any of the Managers know or should
know  such  representation  or  warranty  is not  true,  accurate  or  complete.
Representations  and  warranties set forth below that state that they are to the
knowledge of the Seller or its executive  officers  responsible for a particular
matter shall not include the knowledge of any of the  Managers.  For purposes of
this Section 4, the term "knowledge" means actual knowledge without  independent
investigation.

     4.1.  Organization  and Good  Standing.  The Seller is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  and is duly  authorized and qualified to transact its business in the
Commonwealth  of Pennsylvania  and states of Ohio and West Virginia.  The Seller
has all requisite  corporate  power and authority to conduct and transact at the

                                       7
<PAGE>

Premises  its Business as it is presently  being  conducted,  to enter into this
Agreement  and to  perform  and  carry  out the  terms  and  provisions  of this
Agreement.

     4.2. Title to Tangible Assets.  The Seller owns outright,  and has good and
marketable  title  to or a  valid  leasehold  interest  in all  of the  material
tangible Assets used by the Seller regularly in the conduct of the Business,  to
the best of the  Seller's  knowledge  and  belief,  free and clear of all liens,
pledges,   mortgages,   security  interests,   leases,  charges,   restrictions,
conditional sales contracts or other  encumbrances or conflicting  claims of any
nature  whatsoever,  except as set forth in  Exhibit  "I"  hereto and except for
Assets  disposed of in the  ordinary  course of business  since the date of this
Agreement.  To the best of the  Seller's  knowledge  and  belief,  all  premiums
necessary to maintain insurance  policies  maintained by the Seller with respect
to the Business  have been paid or accrued in full and  reflected in the Closing
Balance Sheet.

     4.3. Tax Matters.  The types of state taxes paid by the Seller with respect
to the  Business  are  listed  in  Exhibit  "I-1."  To the best of the  Seller's
knowledge  and  belief,  the  Seller  has  filed or  caused to be filed all such
federal,  state and local tax income  returns and reports of the Seller  through
the taxable year ended September 30, 2001 which are due and required to be filed
and has paid or caused to be paid all material  taxes due through  September 30,
2001 and, to the best of the Seller's  knowledge and belief,  any  assessment of
taxes  received,  except taxes or assessments  that are being  contested in good
faith (and are separately and specifically  identified on Exhibit I-1) and which
have been adequately reserved against.  Such returns have not been audited,  and
to the best of the  Seller's  knowledge  and belief,  the Seller has received no
notice of, and to the best of the  Seller's  knowledge  and belief,  there is no
pending  or  threatened  proceeding  or claim  by any  governmental  agency  for
assessment or collection of taxes from the Seller.  All such returns and reports
have been prepared on the same basis as that of previous years and in accordance
with all applicable laws,  regulations and requirements,  and accurately reflect
the  taxable  income (or other  measure  of tax) of the  Seller in all  material
respects.  The Seller will pay all taxes  applicable to the Business that accrue
through  the Closing  Date other than those  identified  on the Closing  Balance
Sheet, Exhibit "E".

     4.4. Litigation and Claims. To the best of the Seller's knowledge and
belief, except as disclosed in Exhibit "J" attached hereto and incorporated
herein,:

          (a) there is no dispute, claim, action, suit, proceeding,  arbitration
     or governmental investigation, either administrative or judicial proceeding
     relating to the Business,  (individually  and  collectively  "Proceeding"),
     pending,  or to the best of the Seller's knowledge and belief,  information
     and belief  threatened,  against the Seller, the Business or the Assets nor
     is the Seller or any of its directors or officers (other than the Managers)
     aware of any facts that,  to its or their  knowledge,  might  result in any
     such claim or Proceeding;

          (b) the Seller is not in  default  with  respect to any order,  award,
     writ,  injunction  or  decree  of any  court  or  governmental  department,
     commission,  board, bureau,  agency or instrumentality,  which involves the
     possibility  of any judgment or  liability  which may result in any adverse

                                       8
<PAGE>

     change in the  financial  condition  of the  Seller,  the  Business  or the
     Assets;

          (c) without limiting the generality of the foregoing,  except as noted
     in Exhibit  "J," the Seller and its  executive  employees  (other  than the
     Managers)  responsible for such matters have not received any notice of and
     have  no  knowledge  of  any  pending  or  threatened  Proceeding,  demand,
     liability,  claim,  charge or assessment against the Business or the Assets
     relating to or arising, directly or indirectly, out of any of the following
     matters  related  to the  Business:  (i)  unpaid  tax or  assessment;  (ii)
     employment or collective bargaining agreement;  (iii) worker's compensation
     claims, unpaid wages, salaries, overtime or vacation pay, sick leave or any
     law, rule or regulation  relating to employment;  (iv) any employee benefit
     plan within the meaning of the Employee  Retirement  Income Security Act of
     1974, as amended,  Benefit Plan, as hereinafter defined, or otherwise;  (v)
     law,  rule or  regulation  or  violation  of any law,  rule or  regulation,
     relating  to  the  environment   ("Environmental   Claims");  (vi)  patent,
     trademark,  trade secret or other intellectual  property;  or (vii) product
     warranty or product liability claims.

     4.5.  Additional  Information.  To the best of the Seller's  knowledge  and
belief,  except as  disclosed in Exhibit "K"  attached  hereto and  incorporated
herein, the Seller neither owns, has in existence, has any rights or interest in
or to, nor uses in the Business:

          (a)  any  trademark,  trade  or  fictitious  name or  registration  or
     application  therefor  or  any  copyright,  invention,  letters  patent  or
     application  for  letters  patent.  After  the  Closing,  the  Seller  will
     terminate  its use of the  Names  "New  Castle  Refractories  Company"  and
     "Corundite  Refractories"  and any similar or  confusing  name or names and
     shall not use or, to the extent it has the right and power to do so, permit
     anyone else to use any such names.

          (b) any  insurance  policy  or  bond  in  force  with  respect  to the
     Business, the Assets or employees of the Seller related to the Business and
     providing services at the Premises;

          (c) any employment agreement or arrangement, oral or written, with any
     present or former  employee  of the  Seller  related  to the  Business  and
     providing  services at the Premises,  under which any amount remains unpaid
     on the date hereof or will become payable after the date hereof;

          (d) any lease  pursuant  to which the Seller  leases  personal or real
     property used in the Business to or from any person or entity.  To Seller's
     knowledge,  all of those leases listed in Exhibit "K" are in full force and
     effect;

          (e) any collective  bargaining  agreement of the Seller with any labor
     union or other  representative  of  employees  employed  by the  Seller  in
     connection with the Business.

     Complete and correct copies of the documents  referred to in  subparagraphs
(a) through (e) above have been made available to the Purchaser or the Managers.
The Seller has no  knowledge  of any default or claimed or alleged  default,  or
state of facts  which with  notice or lapse of time or both,  may  constitute  a
default,  in any  obligation of the Seller or of any other party to be performed

                                       9
<PAGE>

under any of the agreements described in subparagraphs (a) through (e) above.

     4.6.  Restrictions.  To the best of the Seller's  knowledge and belief, the
Seller is not subject to any judgment,  order, writ,  injunction or decree which
adversely  affects or, so far as the Seller can now  foresee,  may in the future
adversely affect, the Business or the Assets.

     4.7.  Compliance  With  Laws.  To the best of the  Seller's  knowledge  and
belief,  the  Seller  has  received  all  necessary  authorizations,  approvals,
licenses,  permits  and  orders  of and from  all  governmental  and  regulatory
officers, agencies and bodies that are material to the operation of the Business
as it is now being conducted and will take all necessary actions to transfer the
same to the Purchaser, to the extent that they are transferable.  To the best of
the Seller's  knowledge and belief,  the Seller has fully  complied with and has
received no notice of default under,  and to the best of the Seller's  knowledge
and  belief,  the  Seller is not in  violation  of,  any law,  ordinance,  rule,
regulation  or order  relating  to the  Business or Assets  (including,  without
limitation, any zoning, safety, occupational health and safety, or price or wage
control law, ordinance, rule, regulation or order) applicable to the Business or
Assets as presently  constituted which adversely affect or, so far as the Seller
can now foresee, may in the future adversely affect, the Business or the Assets.
To the best of the Seller's  knowledge  and belief,  the Seller has not received
any  orders,  decrees  or  mandates  of any  federal,  state or  local  court or
regulatory agency relating to the Business and has not received any citations or
notice of violation of any laws,  regulations,  standards or orders  relating to
the  environmental  or occupational  health and safety relating to the Business,
any  proposed  penalties  relating to the  Business,  or any claim or charges of
unfair labor  practices,  labor  discrimination  or other unfair labor practices
relating to the Business  pending or  threatened  before any  federal,  state or
local court or  regulatory  agency which remain  unresolved.  To the best of the
Seller's  knowledge  and belief,  Exhibit "L" attached  hereto and  incorporated
herein  sets  forth  a  true  and  complete  list  of all  such  authorizations,
approvals, licenses, permits and orders.

     4.8.  Employee  Benefit  Plans.  The Seller's only  employee  benefit plans
applicable  to  employees  of the  Business  other  than  its  health  insurance
coverage,  are its 401(k) plan. Its Employee  Qualified Stock Purchase Plan, and
its 125 Flexible Fringe  Spending  Benefits Plan  (together,  the "Plans").  The
Seller shall assure that the employees of the Business will receive any employer
matching  payments  under the  Seller's  401(k) plan for the 2002 fiscal year of
such plan even if the Closing  occurs  before  December 31, 2002. To the best of
the  Seller's  knowledge  and  belief,(i)  the  plans  are  in  compliance  with
applicable  laws,  (ii)  there is no actual or  threatened  liability  under the
applicable laws regarding the plans,  and (iii) Seller has received no notice of
such noncompliance or liability.

     4.9.  Authorization.  The Seller has full corporate  power and authority to
enter  into  this  Agreement  and  consummate  the   transactions  on  its  part
contemplated hereby. The execution and delivery of this Agreement, and the sale,
transfer  and  other  actions  contemplated  hereby  have  been  duly  approved,
consented to and authorized by all requisite  corporate action of the Seller and
the Seller has or will have by the Closing  Date taken all  actions  required by
any applicable law or otherwise  regarding the sale,  transfer and other actions
contemplated in this Agreement on the part of the Seller.  Neither the execution

                                       10
<PAGE>

and delivery of this Agreement nor the consummation of the  transactions  herein
by the Seller  constitutes  a violation  or breach of  applicable  law or of the
Seller's  Articles of Incorporation or Bylaws, or any order,  writ,  injunction,
decree or judgment  applicable to it, or constitutes a default (or would but for
the giving of notice or lapse of time or both,  constitutes a default) under any
contract  or  instrument  to which the Seller is a party or by which it is bound
except where the violation, breach, or default would not have a material adverse
affect  on  the  Business  or the  Assets,  taken  as a  whole.  This  Agreement
constitutes the legal, valid and binding obligation of the Seller enforceable in
accordance with its terms.

     4.10. Fixed Assets.  Exhibit "D" sets forth a true and complete list of all
of the Fixed Assets.

     4.11 Accounts Receivable. To the best of the Seller's knowledge and belief,
the Seller has entered  into no  agreements  with  customers  of the Business to
cancel give credits,  or forgive any of the accounts  receivable of the Business
which are included on the Closing  Balance  Sheet,  except as may be included in
any reserve for bad debts reflected in the Closing Balance Sheet.

     4.12 Contracts.  To the best of the Seller's  knowledge and belief , except
as disclosed in Exhibit "M" attached hereto and incorporated  herein, the Seller
is not a party to any agreement for the future purchase of materials,  supplies,
goods, machinery or equipment, sales agreement,  distributorship or sales agency
agreement  or lease  agreement  that  relates to the  Business and to any period
beyond  the  Closing  Date,  whether  written or oral.  To best of the  Seller's
knowledge and belief,  except as disclosed in Exhibits "J" or "K," the Seller is
not in  default  under and there is no pending or  threatened  claim,  action or
proceeding  relating  to  any  contract,  agreement,  lease  or  other  document
connected  with or relating to the Business,  Premises or Assets.  Copies of all
such written  contracts,  agreements,  leases and documents and all terms of all
oral agreements are accessible to the Managers.

     4.13  Financial  Statements.  To the  best of the  Seller's  knowledge  and
belief,  the Interim  Balance Sheet presents and the Closing  Balance Sheet will
accurately  present the  financial  condition of the Business at their dates and
disclose  all of the debts,  liabilities,  commitments  and  obligations  of the
Business, whether accrued,  absolute,  contingent, or otherwise due or to become
due  (including,   without  limitation,   liabilities  for  taxes  of  any  kind
whatsoever)  or arising  out of  transactions  occurring,  or any state of facts
existing,  on or prior to the date of the Interim  Balance Sheet and the Closing
Balance  Sheet.  The Interim  Balance  Sheet and the Closing  Balance Sheet were
prepared  on a basis  consistent  with prior  periods.  To best of the  Seller's
knowledge  and  belief,  as of the  date  hereof,  there  are no  circumstances,
conditions,  events or  arrangements,  contractual or otherwise,  which could be
expected to give rise to any liabilities related to the Business,  except in the
normal course of the Business and consistent  with the Seller's past  practices,
except as described in this Agreement.

     4.14  Changes  in  Financial  Condition.  Between  the date on the  Interim
Balance  Sheet and the Closing Date,  and with respect to the  Business,  to the
best of the Seller's  knowledge and belief, the Seller has not incurred and will
not, to the Seller's  knowledge incur any obligations or liabilities,  absolute,

                                       11
<PAGE>

accrued,  contingent or otherwise,  except current  liabilities  incurred in the
ordinary course of business;  mortgaged,  pledged,  subjected to lien, charge or
encumbrance,  or granted a security  interest in any of the Assets,  tangible or
intangible;  canceled any debt or claim or sold or transferred any of the Assets
or properties  except sales out of inventory in the ordinary course of business;
or waived any rights of  substantial  value;  or  entered  into any  transaction
regarding  or  relating  to the Assets or  Business  other than in the  ordinary
course of business.

     4.15 Patents and Similar Intangible  Property.  The Seller has no knowledge
of any pending or  threatened  claim,  demand or reason to believe that it is or
may be infringing on or otherwise  acting adversely to, the rights of any person
under  or in  respect  of any  patent,  trademark,  service  mark,  trade  name,
copyright,  license,  or other  similar  intangible  rights;  the  Seller is not
obligated or under any liability to make any payments by way of royalties, fees,
or  otherwise  to any  owner or  licensee  of, or other  claimant  to, a patent,
trademark,  trade name,  copyright or other intangible asset with respect to the
use of the intangible property or in connection with the Seller's conduct of the
Business or otherwise  except for royalty payments alleged by Saint-Gobain to be
due and which the Seller disputes.

     4.16  Information  Systems.  The  information  systems used by the Business
consist of computer hardware with  accompanying  software located at the various
Premises (the "On-Site Hardware").  The On-Site Hardware is leased by the Seller
and the lease  expires in  approximately  four  months.  The  Business  uses the
Seller's mainframe computer for various purposes.

     4.17  Workers'  Compensation  Claims.  The  Seller,  at its  sole  cost and
expense,  shall defend, be solely liable and responsible for and pay in full all
workers'  compensation  claims asserted,  relating to or in any manner connected
with the  Business  or  arising,  directly  or  indirectly,  from any  events or
circumstances  whatsoever prior to the time of Closing. The Seller shall provide
to the  Purchaser  at  least  ten (10)  days  prior to the  Closing,  copies  of
insurance policies to fully insure,  cover and/or pay all workers'  compensation
claims including,  without limitation, the claims of Randall Kennedy and Michael
Mangino. The Purchaser shall have no responsibility or liability whatsoever with
regard to any and all such claims.

     4.18.  Disclosure/Disclaimer.  All  of  the  Seller's  representations  and
warranties  shall be deemed made again at the time of Closing and shall  survive
the Closing and  transfer of the Assets,  Premises and Business and shall not be
merged  therein.  Except as  expressly  set forth in this  Section 4, the Seller
makes no representation or warranty, express or implied, at law or in equity, in
respect  of any of its  assets  (including,  without  limitation,  the  Assets),
liabilities  or  operations,  including,  without  limitation,  with  respect to
merchantability   or  fitness  for  any   particular   purpose,   and  any  such
representations  or warranties are hereby  expressly  disclaimed.  The Purchaser
hereby  acknowledges and agrees that except to the extent specifically set forth
in this  Section  4, the  Purchaser  is  purchasing  the  Assets  on an "as is",
"where-is" basis

           Section 5. Representations and Warranties of the Purchaser
           ----------------------------------------------------------

     The Purchaser hereby represents and warrants to the Seller as follows:

                                       12
<PAGE>


     5.1.  Organization  and Good Standing.  The Purchaser is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth  of  Pennsylvania  and is duly authorized and qualified to transact
business  in the  states  of Ohio  and  West  Virginia.  The  Purchaser  has all
requisite  corporate power and authority to conduct and transact the Business at
the Premises after the Closing as it is presently being conducted by the Seller,
to enter  into  this  Agreement,  and to  perform  and  carry  out the terms and
provisions of this Agreement.

     5.2. Authorization.  The execution and delivery of this Agreement,  and the
purchase  and  other  actions  contemplated  hereby  have  been  duly  approved,
authorized and consented to by all requisite corporate action on the part of the
Purchaser and the Purchaser has taken all actions  required by applicable law or
otherwise  regarding  the  purchase  and  other  actions  contemplated  by  this
Agreement on the part of the  Purchaser.  The Purchaser has corporate  power and
authority  to  consummate  the  transactions  on its part  contemplated  hereby,
including  without  limitation,  issuance of the Note and Mortgage.  Neither the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions  herein  by the  Purchaser  constitutes  a  violation  or breach of
applicable law or of the Purchaser's Articles of Incorporation or Bylaws, or any
order, writ,  injunction,  decree or judgment applicable to it, or constitutes a
default  (or  would  but for the  giving  of  notice  or  lapse of time or both,
constitute a default) under any contract or instrument to which the Purchaser is
a party or by which it is bound except where the violation,  breach,  or default
would not have a material adverse affect on the Business or the Assets, taken as
a whole. This Agreement constitutes, and the Note and Mortgage when executed and
delivered  will  constitute,  the legal,  valid and binding  obligations  of the
Purchaser, enforceable in accordance with their terms.

                     Section 6. Conduct Pending the Closing
                     --------------------------------------

     The Seller hereby covenants and agrees that,  during the period between the
execution of this Agreement and the Closing and except as otherwise  approved in
advance in writing by the Purchaser:

     6.1.  Conduct of  Business.  The Seller  shall carry on the Business in the
ordinary course of business consistent with past custom and practice.

     6.2. Access.  The Purchaser and its authorized  representatives  shall have
full access during normal  business hours and so as not to interfere with normal
Business operations to all properties,  books, records,  contracts and documents
of the Seller,  and the Seller  shall  furnish or cause to be  furnished  to the
Purchaser and its authorized representatives all information with respect to the
Assets,  Premises  or  Business of the Seller as the  Purchaser  may  reasonably
request. In the event of the termination of this Agreement, all such information
shall  remain  confidential  and  not be used by the  Purchaser,  its  officers,
directors,  employees or agents, and all copies thereof shall be returned to the
Seller.

     6.3.  Contracts  and  Commitments.  The  Seller  shall not  enter  into any
contract, obligation,  agreement, commitment or transaction not in the usual and
ordinary course of its Business and not consistent with past practices.

                                       13
<PAGE>


     6.4.  Sale of Capital  Assets.  The Seller  will not sell or dispose of any
Assets or capital assets of the Business.

     6.5. Liabilities. The Seller will not, and will not agree to, knowingly and
affirmatively create any indebtedness or any other fixed or contingent liability
applicable  to  the  Business  including,  without  limitation,  liability  as a
guarantor or otherwise  with respect to the  obligations  of others,  other than
that incurred in the usual and ordinary  course of its Business  consistent with
past  practices,  and that  incurred  pursuant to existing  contracts  and items
disclosed in the Exhibits  attached  hereto or any writings to be assumed by the
Purchaser.

     6.6.  Insurance.  The Seller will use  commercially  reasonable  efforts to
maintain in full force and effect all present  insurance  insuring the Business,
its employees,  the Premises or the Assets  wherever  located.  The Seller shall
give notice to the  Purchaser  within two business  days but in any event before
the Closing of any  cancellation  or lapse of its insurance  coverage before the
Closing.

     6.7.  Preservation  of  Organization  and  Employees.  The Seller  will use
commercially  reasonable  efforts to preserve the Business and Assets intact, to
keep available its  respective  key officers and employees,  and to preserve the
present  relationships  of the  Seller  with its  suppliers,  customers,  banks,
employees and others having business relations with it.

     6.8 Reasonable Efforts to Close. The Seller and the Purchaser each agree to
use  commercially  reasonable  efforts  to take  all  action  and do all  things
necessary,  proper,  or advisable in order to consummate  and make effective the
transactions  contemplated by this Agreement,  including  satisfaction,  but not
waiver, of the closing conditions set forth in sections 7 and 8.

     6.9  Notice of  Developments.  The  Seller may elect any time to notify the
Purchaser of any development  causing a breach of any of its representations and
warranties  set  forth in  section  4.  Unless  the  Purchaser  has the right to
terminate  this  Agreement  pursuant to section  13.1(b)  below by reason of the
development  and exercises  that right within the period of twenty (20) business
days referred to in section  13.1(b) below,  the written notice pursuant to this
section 6.9 will be deemed to have amended and qualified the representations and
warranties contained in section 4 above, and to have cured any misrepresentation
or breach of warranty that otherwise  might have existed  hereunder by reason of
the  development.  The  Purchaser may elect any time to notify the Seller of any
development  causing a breach of any of its  representations  and warranties set
forth in section 5. Unless the Seller has the right to terminate  this Agreement
pursuant to section  13.1(b)  below by reason of the  development  and exercises
that right within the period of twenty (20) business days referred to in section
13.1(b) below, the written notice pursuant to this section 6.9 will be deemed to
have amended and  qualified  the  representations  and  warranties  contained in
section 5 above, and to have cured any  misrepresentation  or breach of warranty
that otherwise might have existed hereunder by reason of the development.

                                       14
<PAGE>

         Section 7. Conditions Precedent to the Purchaser's Obligations
         --------------------------------------------------------------

     All  obligations  of the Purchaser  under this Agreement are subject to the
complete  fulfillment,  prior  to or at the  Closing,  of each of the  following
conditions unless otherwise waived in writing by the Purchaser:

     7.1.  Representations  and  Warranties.  The Seller's  representations  and
warranties  contained  in  section  4 of  this  Agreement  shall  be true in all
respects at and as of the time of Closing.

     7.2.  Performance of Agreements.  The Seller shall have fully performed and
complied  with all  covenants and  agreements  required by this  Agreement at or
prior to the Closing.

     7.3. Damage or Destruction.  There shall have been no damage or destruction
or other change with respect to any of the Premises that, as to each  individual
plant or in the  aggregate,  would have a material  adverse effect on the use or
occupancy  of  the  Premises  or the  operation  of the  Business  as  currently
conducted by the Seller.

     7.4.  Closing  Deliveries.  The Seller shall have  delivered the documents,
writings  and  other  items  described  in  this  Agreement  including,  without
limitation, those in sections 3.2 and 3.4 hereof.

     7.5. Closing Certificate. At or prior to the Closing, the Seller shall have
delivered to the  Purchaser:  (i) a certificate  signed by the President and the
Chief Financial Officer of the Seller, confirming satisfaction of the conditions
set forth in sections  7.1, 7.2 and 7.3 above;  (ii) a true  certificate  of the
Secretary or Assistant Secretary of the Seller certifying and attaching true and
complete  copies of the Articles of  Incorporation  and By-Laws of the Seller as
the same are in force on the Closing Date and the proper  Resolution by Seller's
Board of Directors  authorizing the making of this Agreement,  the conveyance of
the assets and transactions  contemplated  hereby, and certifying the incumbency
of the  officers  of the  Seller  executing  this  Agreement  or any  writing or
documents delivered hereunder and the items required by Section 3.2 (h).

     7.6. Opinion of Counsel. The Seller shall have delivered to the Purchaser a
written  opinion of counsel to the Seller dated as of the Closing Date addressed
to the  Purchaser  in form and  substance  as set forth in Exhibit "N"  attached
hereto.

     7.7. No  Litigation.  There shall not be any pending or to the knowledge of
the Seller threatened claim, demand,  action,  proceeding or investigation by or
before any court,  arbitrator,  governmental  body or agency  which shall or may
seek to restrain, prohibit, restrict or invalidate the transactions contemplated
hereby.

     7.8 Financing.  The Purchaser shall have obtained  financing  acceptable to
the Purchaser for the purchase of the Business.

     7.9 Union  Contracts.  The assignment by the Seller to the Purchaser of the
three union contracts applicable to the Business; and

                                       15
<PAGE>

     7.10 Bulk Sale Laws.  Compliance by the Seller with the requirements of the
applicable bulk sale laws in Ohio, Pennsylvania, and West Virginia.

     7.11 Material  Adverse Change.  No material  supplier of the Business shall
have indicated in writing that it will stop, or materially decrease the rate of,
supplying materials, products or services to the Business, and no customer which
is one of the five largest  customers of the Business  during the past two years
has indicated in writing that it will stop, or materially  decrease the rate of,
buying  products  from the  Business,  unless such lost business is likely to be
recouped by written commitments for orders from other customers.

           Section 8. Conditions Precedent to the Seller's Obligations
           -----------------------------------------------------------

     All  obligations  of the Seller  under this  Agreement  are  subject to the
fulfillment, prior to or at the Closing, of the following conditions:

     8.1.  Representations and Warranties.  The Purchaser's  representations and
warranties  contained in section 5 of this Agreement  shall be true at and as of
the time of Closing.

     8.2.  Performance  of  Agreements.  The Purchaser  shall have performed and
complied  with all of its covenants and  agreements  required by this  Agreement
prior to or at the Closing.

     8.3.  Closing  Deliveries.  The  Purchaser  and  the  Managers  shall  have
delivered the documents,  writings and other items  described in this Agreement,
including,  without  limitation,  those in Section  3.3 above and the  Purchaser
shall have paid the  Purchase  Price to the Seller as  described  in section 2.1
hereof.

     8.4. No  Litigation.  There shall not be any pending or threatened  action,
proceeding or  investigation  by or before any court,  arbitrator,  governmental
body or  agency  which  shall  seek to  restrain,  prohibit  or  invalidate  the
transactions contemplated hereby.

     8.5 Union  Contracts.  The  assumption  by the Purchaser of the three union
contracts applicable to the Business and legally binding written confirmation by
the unions  that the Seller is  released  from all of the  Seller's  obligations
thereunder other than those accrued on the Closing Date.

     8.6 Opinion of Counsel.  The Purchaser shall have delivered to the Seller a
written  opinion  of  counsel  to the  Purchaser  dated as of the  Closing  Date
addressed to the Seller in form and substance acceptable to the Seller.

                          Section 9. Fees and Expenses
                          ----------------------------

     9.1.  Representation  and  Indemnity  With  Respect to Brokers.  Each party
hereby  represents  and  warrants  to the other that it has not engaged or dealt
with any broker or other  person who may be  entitled  to any  brokerage  fee or
commission in respect of the execution of this Agreement or the  consummation of
the  transactions  contemplated  hereby.  Without limiting the generality of the
foregoing, each of the parties hereto shall fully defend, indemnify and hold the
other harmless against any and all claim,  loss,  liability or expense which may
be asserted against such other party as a result of such first mentioned party's
dealings, arrangements or agreements with any such broker or person.

                                       16
<PAGE>

     9.2. Expenses of the Transaction. Unless otherwise agreed in writing by the
Seller  and the  Purchaser,  each  party  hereto  shall  pay  its  own  expenses
incidental to the  preparation  of this  Agreement and the  consummation  of the
transactions contemplated hereby.

     9.3. Sales,  Transfer and Documentary  Stamps. The Seller and the Purchaser
shall share equally all realty transfer taxes or stamps, if any, due as a result
of  the  transfers  of the  Premises,  Business  and  Assets  to  the  Purchaser
hereunder.  Real estate taxes on the Premises and property  shall be prorated on
the basis of the  applicable tax year between the Seller and the Purchaser as of
the Closing  Date.  The Seller  shall pay all charges  and  assessments  for all
utilities used at the Premises through the Closing Date.

                           Section 10. Indemnification
                           ---------------------------

     10.1 Liabilities.  All liabilities and obligations of the Seller,  relating
or attributable to the Business,  Premises or Assets and arising from conduct or
transactions occurring prior to the time of Closing (including claims made after
the Closing with respect to products  sold by the Seller before the Closing) are
and shall remain the sole  responsibility  of the Seller  except for the Assumed
Liabilities  expressly  assumed by the  Purchaser in section 2.2. From and after
the  time of  Closing,  all  liabilities  and  obligations  with  regard  to the
Business,  Assets,  Premises and property transferred under this Agreement shall
be the sole responsibility of the Purchaser.

     10.2  Survival  of   Representations,   Warranties  and   Agreements.   All
representations,  warranties and agreements made by the Seller and the Purchaser
in this  Agreement  shall  survive  the Closing  and  delivery of the  Business,
Premises and Assets, and related documents and shall not merge therein and shall
continue in full force and effect for a period of two years  thereafter.  Except
as set forth in a certificate  to be delivered by the Purchaser to the Seller at
the Closing,  to the knowledge of the Purchaser,  the Purchaser,  by closing the
transactions  contemplated hereby, certifies to the Seller that the Purchaser is
not  aware of any facts or  circumstances  that  would  serve as the basis for a
claim  by  the  Purchaser  against  the  Seller  based  upon  a  breach  of  any
representations  and  warranties  of the Seller  contained in this  Agreement or
breach of any of the Seller's  covenants or  agreements to be performed by it at
or prior to the Closing.  The  Purchaser  shall be deemed to have waived in full
any breach of any of the Seller's  representations  and  warranties and any such
covenants  and  agreements  of which the  Purchaser  has such  awareness  at the
Closing.  Except as set forth in a certificate  to be delivered by the Seller to
the  Purchaser at the Closing,  to the knowledge of the Seller,  the Seller,  by
closing the transactions  contemplated  hereby,  certifies to the Purchaser that
the Seller is not aware of any facts or  circumstances  that would  serve as the
basis for a claim by the Seller against the Purchaser based upon a breach of any
representations  and warranties of the Purchaser  contained in this Agreement or
breach of any of the  Purchaser's  covenants or agreements to be performed by it
at or prior to the  Closing.  The Seller  shall be deemed to have waived in full
any breach of any of the Purchaser's representations and warranties and any such
covenants and agreements of which the Seller has such awareness at the Closing.

                                       17
<PAGE>

     10.3  Indemnification  by the Seller.  The Seller  shall  fully  indemnify,
defend and hold the Purchaser harmless from and against: (a) any and all actual,
potential or threatened claims,  lawsuits,  actions, suits,  judgments,  awards,
orders, losses,  penalties,  fines,  environmental claims, debts, liabilities or
obligations of or claims, including,  without limitation,  reasonable attorney's
fees in all trial and appellate proceedings ("Adverse Consequences") against the
Seller (except those expressly  assumed by the Purchaser as Assumed  Liabilities
pursuant to section 2.2) and relating or attributable to the Business, Premises,
or Assets or caused proximately by the negligence or conduct of the Seller prior
to the time of the Closing and delivery of actual  possession  of the Assets and
Business  to  the  Purchaser;  and  (b)  all  Adverse  Consequences,  (including
environmental  claims)  (including  reasonable  attorneys'  and  experts'  fees)
judgment,  order or  award,  or other  loss  incurred  by the  Purchaser  caused
proximately by any breach by the Seller of any  representation  or warranty made
by the Seller in section 4, or the Seller's  default or breach of any  agreement
or covenant made by the Seller in this Agreement.  Provided,  however,  that (a)
the Purchaser must make a written claim for  indemnification  against the Seller
within two years  after the  Closing in order for the  Purchaser  to enforce the
provisions  of this  section  10.3,  and (b)  the  Seller  shall  not  have  any
obligation to indemnify the Purchaser from and against any Adverse  Consequences
until the  Purchaser  has suffered  Adverse  Consequences  in a dollar amount in
excess  of 4% of the  Purchase  Price in the  aggregate,  and then  only for the
amount by which the dollar amount of the Adverse  Consequences exceeds 4% of the
Purchase Price.

     10.4 Indemnification by the Purchaser.  The Purchaser shall fully indemnify
and hold the Seller  harmless  from and  against:  (a) the  Assumed  Liabilities
assumed by the Purchaser  pursuant to this Agreement and especially section 2.2;
(b) all  Adverse  Consequences,  debts,  liabilities  and  obligations  directly
relating or attributable to the Business or Assets and arising subsequent to the
time of the  Closing;  and (c) all Adverse  Consequences  (including  reasonable
attorneys'  fees)  caused  proximately  by any  breach by the  Purchaser  of any
representation  or warranty made by the Purchaser in section 5 of this Agreement
or the  breach  by the  Purchaser  of any  agreement  or  covenant  made  by the
Purchaser in this Agreement.  Provided, however, that (a) the Seller must make a
written claim for  indemnification  against the Purchaser within two years after
the Closing in order for the Seller to enforce the  provisions  of this  section
10.4,  and (b) the  Purchaser  shall not have any  obligation  to indemnify  the
Purchaser from and against any Adverse  Consequences under section 10.4(c) until
the Seller has suffered Adverse  Consequences in a dollar amount in excess of 4%
of the Purchase  Price in the  aggregate,  and then only for the amount by which
the dollar amount of the Adverse Consequences exceeds 4% of the Purchase Price.

     10.5 Defense of Claims.  Promptly  after  receipt of any written  notice of
claims or service of process by any third person in any litigation in respect of
which  indemnity may be sought from the other party pursuant to this section 10,
the party so served  shall  immediately  notify  the  indemnifying  party of the
commencement of such claim or litigation,  and the  indemnifying  party shall be
entitled to assume the defense  thereof at its expense  with  counsel of its own
choosing,  which  counsel shall be reasonably  satisfactory  to the  indemnified
party;  provided,  however, that the indemnifying party shall not consent to the
entry of any  judgment or enter into any  settlement  with respect to such third
party claim  without the  consent of the  indemnified  party (not to be withheld

                                       18
<PAGE>

unreasonably).  Unless and until the  indemnifying  party assumes the defense of
such third party claim as provided for herein,  the indemnified party may defend
against the third party claim in any manner it reasonably deems appropriate.  In
no event will the  indemnified  party  consent to the entry of any  judgment  or
enter into any settlement  with respect to a third party claim without the prior
written consent of the indemnifying party (not to be withheld unreasonably).

     10.6 Exclusive Remedy.  The Purchaser and the Seller  acknowledge and agree
that the  foregoing  indemnification  provisions in this section 10 shall be the
exclusive  remedy of the  Purchaser and the Seller with respect to the Business,
the Assets, and the transactions contemplated by this Agreement,  except for any
breach of the provisions of sections 11.2, 14.3 and 14.5 hereof.

                        Section 11. Post-Closing Matters
                        --------------------------------

     11.1. Further Assurances. In case at any time after the Closing any further
action is necessary  or  desirable to carry out the purposes of this  Agreement,
each of the parties will take such further  action  (including the execution and
delivery  of  such  further  instruments  and  documents)  as  the  other  party
reasonably  may  request,  all at the sole cost and  expense  of the  requesting
party.

     11.2.  Responsibility  for Litigation.  The Seller shall be responsible for
all present or future  litigation,  workers'  compensation  claims,  demands and
claims  (including  mixed dust,  asbestos  and/or  silica  cases,  environmental
claims) for any loss,  damage  and/or  injury and all related  costs or expenses
arising  out of its use of the Assets or the  conduct of the  Business up to the
time of Closing.  With respect to product liability claims,  the Seller shall be
responsible for all claims,  demands and actions for loss,  damage and/or injury
arising out of  products  sold by the Seller  prior to the Closing  Date and the
Purchaser shall be responsible for all claims for injury arising out of products
sold or  manufactured  by the  Purchaser  after the time of  Closing.  The party
liable  shall direct or control,  or continue to direct or control,  as the case
may be, the conduct of such litigation. The other party shall cooperate with any
reasonable requests of the party liable or its attorneys in the investigation or
defense of such  litigation,  including the  availability  of records,  books or
other corporate  documents  including the Assets. To the extent testimony of the
other party's employees is necessary,  the other party shall make them available
consistent  with the  needs of the  business  and  shall be  reimbursed  for all
out-of-pocket  expenses incurred by the other party or individual  employees and
pro rata  salaries  and  payroll  costs  for the time such  employees  devote to
complying with the requests of the party liable hereunder.

     11.3 Satisfaction of Debt. The Seller covenants and warrants that, promptly
after  the  Closing,  it  will  satisfy  in  full  all  of the  Seller's  debts,
liabilities and obligations  relating to or connected with the Assets,  Premises
or Business as of the Closing Date, except for the Assumed Liabilities.

     11.4 Employees and Employee Benefits.

          (a)  Information  on  Active  Employees.   For  the  purpose  of  this
     Agreement, the term "Active Employees" shall mean all employees employed on
     the Closing Date by the Seller  exclusively with respect to the Business as
     currently  conducted,  including  employees on temporary  lease of absence,

                                       19
<PAGE>


     including  family medical leave,  military leave,  temporary  disability or
     sick leave.

          (b) Employment of Active Employees by The Purchaser.

               (i) The Purchaser is not  obligated to hire any Active  Employee.
          The Purchaser will provide the Seller with a list of Active  Employees
          to whom the Purchaser  has made an offer of  employment  that has been
          accepted  to be  effective  on the  Closing  Date (the  "Hired  Active
          Employees"). Effective immediately before the Closing, the Seller will
          terminate the employment of all of its Hired Active Employees.

               (ii) The  Purchaser  shall  inform  the  Seller  promptly  of the
          identities  of  those  Active  Employees  to  whom it  will  not  make
          employment  offers,  and the  Seller  shall  assist the  Purchaser  in
          complying with the Worker  Adjustment and Retraining  Notification Act
          as to those Active Employees.

               (iii)  It is  understood  and  agreed  that  (A) the  Purchaser's
          expressed  intention to extend  offers of  employment  as set forth in
          this  section  shall  not  constitute  any  commitment,   contract  or
          understanding  (expressed or implied) of any obligation on the part of
          the Purchaser to a post-Closing  employment  relationship of any fixed
          term or duration or upon any terms or conditions other than those that
          the  Purchaser  may  establish   pursuant  to  individual   offers  of
          employment,  and (B) employment  offered by the Purchaser is "at will"
          and may be  terminated  by the Purchaser or by an employee at any time
          for any reason  (subject to any written  commitments  to the  contrary
          made  by  the   Purchaser   or  an  employee  and   applicable   legal
          requirements). Nothing in this Agreement shall be deemed to prevent or
          restrict in any way the right of the Purchaser to terminate, reassign,
          promote or demote any of the Hired active  Employees after the Closing
          or to  change  adversely  or  favorably  the  title,  powers,  duties,
          responsibilities,  functions,  locations, salaries, other compensation
          or terms or conditions of employment of such employees.

          (c) Salaries and Benefits.

               (i) The Seller shall be responsible  for the payment of all wages
          and other  remuneration  due to Active Employees with respect to their
          services as employees  of the Seller  through the close of business on
          the  Closing  Date,  including  pro  rata  bonus  payments  (excepting
          therefrom all accrued benefits  included on the Closing Balance Sheet,
          Exhibit  "E" (ii) The Seller  shall be liable  for any claims  made or
          incurred  by Active  Employees  and their  beneficiaries  through  the
          Closing Date under any of the Seller's employee plans. For purposes of
          the immediately  preceding sentence, a charge will be deemed incurred,
          in the case of hospital, medical or dental benefits, when the services
          that are the subject of the charge are  performed  and, in the case of
          other benefits (such as disability or life  insurance),  when an event
          has occurred or when a condition has been  diagnosed that entitles the
          employee to the benefit.

                                       20
<PAGE>

          (d) The Seller's  401(k)  Plan.  All Hired  Active  Employees  who are
     participants in the Seller's 401(k) plan shall have such benefits as of the
     Closing Date as are  provided for in such plan.  The Seller shall amend its
     401(k) plan to provide that all Hired Active Employees will be fully vested
     as of the Closing Date.

          (e) No  Transfer of Assets.  The Seller will not make any  transfer of
     its 401(k) or any other employee benefits to the Purchaser.

          (f) General Employee Provisions.

               (i) The Purchaser shall not have any responsibility, liability or
          obligation,  whether  to Active  Employees,  former  employees,  their
          beneficiaries  or to any other  Person,  with  respect to any employee
          benefit  plans,  practices,  programs or  arrangements  (including the
          establishment,  operation or termination  thereof and the notification
          and provision of COBRA coverage extension) maintained by the Seller.

               (ii) The  Purchaser's  employee  plan  shall  provide  that Hired
          Active  Employees  be given  credit  for  service  to the  Seller  for
          purposes of vesting or eligibility for benefits.

     11.5 Environmental Remediation. The Purchaser has procured an environmental
report,  prepared by Clayton  Group  Services  (the  "Report").  The Seller will
arrange for INTEX Environmental Group, Inc. (the "Remediation  Company") and pay
the  Remediation  Company for the  remediation of the heating oil  contamination
(the "Remediation")  described in the Report, pursuant to a plan prepared by the
Remediation Company (the "Plan").  Prior to the Closing, the Seller shall submit
to and  obtain  the  written  approval  of the  Plan  by the  lenders  providing
financing to the Purchaser to complete this transaction. The Seller will discuss
with the Purchaser the plans and  procedures  for the  Remediation  before it is
commenced and the Purchaser  will cooperate with the  Remediation  Company,  and
provide the  Remediation  Company with power and a potable water supply.  To the
extent  reasonably  possible,  the  Remediation  shall be conducted so as not to
unreasonably interfere with the operation by the Purchaser of the Business. Such
payments shall be made by the Seller to the applicable  service providers within
10 days after the Seller's receipt of invoices from service providers  therefor.
The Seller shall procure such  post-remediation  certifications  from applicable
governmental authorities as are required by applicable law and will request from
the contractor performing the work that to the best of its knowledge and belief,
the work complies with applicable laws.

                          Section 12. Fire and Casualty
                          -----------------------------

     The Seller assumes all risk of  destruction,  loss or damage due to fire or
any other casualty up to the time of Closing.  In the event of the  destruction,
loss or damage due to fire or other casualty, of substantially all of the Assets
or Premises,  the Purchaser  shall have the option to terminate this  Agreement,
and all rights and obligations of the Purchaser and the Seller shall  terminate.
The Purchaser  shall notify the Seller  within thirty (30) days after  receiving
written notice from the Seller of the destruction, loss or damage due to fire or
other  casualty,  of its decision to terminate this  contract.  If the Purchaser
does not notify the Seller of the  termination  or if the  destruction,  loss or

                                       21
<PAGE>

damage due to fire or other  casualty  involves only a part of the Assets,  this
Agreement  shall remain in full force and effect,  provided,  however,  that the
purchase   price  shall  be  adjusted  prior  to  the  Closing  to  reflect  the
destruction,  loss or damage.  If the  Purchaser  and the Seller are not able to
agree on the amount of the  adjustment,  the dispute  shall be  determined by an
independent and impartial appraiser selected by the Purchaser and the Seller and
the  determination  of the appraiser  shall be binding on both the Purchaser and
the Seller.  If the  Purchaser  and the Seller  cannot agree on an  independent,
impartial appraiser, then either party may petition the Court of Common Pleas of
Lawrence County, Pennsylvania for the appointment of such appraiser.

                      Section 13. Termination of Agreement
                      ------------------------------------

     13.1  Termination  of Agreement.  Certain of the parties may terminate this
Agreement as provided below:

          (a) the  Purchaser  and the Seller may  terminate  this  Agreement  by
     mutual written  consent at any time prior to the Closing,  or in accordance
     with the provisions of section 12;

          (b) the  Purchaser  may  terminate  this  Agreement by giving  written
     notice to the Seller at any time prior to the  Closing in the event (i) the
     Seller has within the then  previous  twenty (20)  business  days given the
     Purchaser any notice pursuant to section 6.9 above and (ii) the development
     that is the  subject of the notice has had a material  adverse  effect upon
     the financial  condition of the Business as to each individual  plant or in
     the aggregate or adversely affect  Purchaser's  ability to obtain financing
     for this  transaction.  The Seller may terminate  this  Agreement by giving
     written  notice to the  Purchaser  at any time prior to the  Closing in the
     event (i) the Purchaser has within the then twenty (20) business days given
     the  Seller  any  notice  pursuant  to  section  6.9  above  and  (ii)  the
     development  that is the  subject of the notice has had a material  adverse
     effect upon the financial  condition of the Business as to each  individual
     plant  or in  the  aggregate  or  affects  Purchaser's  ability  to  obtain
     financing for this transaction.

          (c) the  Purchaser  may  terminate  this  Agreement by giving  written
     notice to the Seller at any time prior to the  Closing (i) in the event the
     Seller has  breached  any material  representation,  warranty,  or covenant
     contained in this  Agreement in any material  respect,  the  Purchaser  has
     notified  the Seller of the breach,  and the breach has  continued  without
     cure for a period of thirty (30) days after the notice of breach or (ii) if
     the Closing  shall not have  occurred on or before  February 17,  2003,  by
     reason of the failure of any  condition  precedent  under  section 7 hereof
     (unless the failure results  primarily from the Purchaser  itself breaching
     any representation, warranty, or covenant contained in this Agreement);

          (d) the Seller may  terminate  this  Agreement by giving notice to the
     Purchaser  at any time prior to the Closing (i) in the event the  Purchaser
     has breached any material  representation,  warranty, or covenant contained
     in this  Agreement  in any  material  respect,  the Seller has notified the
     Purchaser of the breach,  and the breach has  continued  without cure for a
     period  of  thirty  (30)  days  after  the  notice of breach or (ii) if the

                                       22
<PAGE>

     Closing shall not have  occurred on or before  February 17, 2003, by reason
     of the failure of any condition  precedent  under section 8 hereof  (unless
     the  failure  results  primarily  from  the  Seller  itself  breaching  any
     representation, warranty, or covenant contained in this Agreement); and

          (e) the  Purchaser  may  terminate  this  Agreement by giving  written
     notice to the  Seller at any time  prior to the  Closing  in the event that
     Griffin  Wheel  ceases to be a customer  of the Seller at any time prior to
     the Closing.

     13.2 Effect of Termination. If any party terminates this Agreement pursuant
to section 13.1 above, all rights and obligations of the parties hereunder shall
terminate  without any liability of any party to the other party (except for any
liability of any party then in breach).  In the event of a termination  pursuant
to the  provisions  of this  section 13,  each party shall pay its own  expenses
incident  to  the  preparation  and  consummation  of  this  Agreement  and  the
transactions  contemplated  hereunder;  provided,  however, that if either party
willfully fails or refuses to perform its obligations hereunder or to consummate
the transactions contemplated by this Agreement in default of this Agreement the
defaulting  party  shall be  required  to  reimburse  the  non-defaulting  party
immediately  upon  demand  for all  reasonable  costs  and  expenses  (including
attorneys and experts'  fees) incurred by the  non-defaulting  party as a direct
result of the default.

                            Section 14. Miscellaneous
                            -------------------------

     14.1.  Governing  Law.  This  Agreement  shall be solely  governed  by, and
construed  and enforced in  accordance  with,  the laws of the  Commonwealth  of
Pennsylvania  without  regard to any  principles of conflict of laws. The Seller
and the  Purchaser  agree that all  lawsuits,  disputes or actions  involving or
relating to this Agreement or its interpretation or enforcement shall be brought
only in the Court of Common  Pleas of Lawrence  County,  Pennsylvania,  and each
party agrees to submit to the jurisdiction of said Court.

     14.2.  Headings for Reference  Only. The section and paragraph  headings in
this Agreement are for  convenience of reference only and shall not be deemed to
modify or limit the  provisions  of this  Agreement  or affect the meaning or be
used in interpretation of this Agreement.

     14.3. No Publicity. No press releases or public disclosures, either written
or oral, of the transactions  contemplated by or concluded under this Agreement,
shall be made by either party without the prior knowledge and written consent of
the other party,  except that no consent of the Purchaser  shall be required for
disclosures  the Seller is required to make under  provisions of the  applicable
federal and state  securities  laws and the parties may discuss  this  Agreement
with representatives of the unions representing employees of the Business.

     14.4. Notices. Any notice, communication,  demand or other writing required
or  permitted  to be given,  made or  accepted  by any  party to this  Agreement
("Notice") shall be given by personal  delivery or by depositing the same in the
United  States mail,  properly  addressed,  postage  prepaid and  registered  or
certified with return  receipt  requested.  A Notice given by personal  delivery
shall be effective  upon  delivery and a Notice given by registered or certified
mail shall be deemed effective on the third business day after such deposit. For

                                       23
<PAGE>

purposes of Notice,  the  addresses of the parties  shall be, until changed by a
Notice given in accordance herewith, as follows:

      If to the Purchaser:           Thomas E. Shaffer
                                     New Castle Refractories Company
                                     915 Industrial Street
                                     New Castle, PA 16102


      With a required copy to:       David T. Mojock, Esquire
                                     Balph, Nicolls,  Mitsos,  Flannery & Clark
                                     300 Sky Bank Bldg., 14 N. Mercer St.
                                     New Castle, PA 16101


      If to the Seller:              Dixon Ticonderoga Company
                                     Richard F. Joyce, Esquire
                                     195 International Parkway
                                     Heathrow, FL  32746


      With a required copy to:       Philip M. Shasteen, Esquire
                                     Johnson, Blakely, Pope,
                                     Bokor, Ruppel & Burns, P.A.
                                     100 North Tampa Street, Suite 1800
                                     Tampa, FL  33602-5145

     14.5.  Non-Competition.  The  Seller  and  its  Chairman,  co-CEOs  and CFO
(collectively,  the  "Restricted  Parties")  agree that for a term of five years
after the Closing Date,  they will not engage  directly or  indirectly,  whether
individually  or in partnership or in conjunction  with any other person,  firm,
association,   syndicate  or  corporation,  as  principal,  agent,  shareholder,
employee, consultant or in any other manner whatsoever, in any business activity
competitive  with the Business of the Seller as purchased by the  Purchaser  and
constituted on the Closing Date within a radius of one thousand (1,000) miles of
each of the plants and  offices of the Seller  being  conveyed  as the  Premises
under this  Agreement.  The Restricted  Parties agree that the  limitations  set
forth above are  reasonable in time and geographic  scope,  and if any provision
hereof is held invalid or unenforceable, the remainder shall nevertheless remain
in full force and effect.  In particular,  the Restricted  Parties agree that if
any  court of  competent  jurisdiction  shall  determine  that the  duration  or
geographical  limit of the  foregoing  non-competition  covenant  is  invalid or
unenforceable,  it is the intention of the Restricted  Parties and the Purchaser
that it shall not be terminated thereby but shall be deemed to have been amended
to the extent  required to render it valid and  enforceable,  such  amendment to
apply  only  with  respect  to  the   jurisdiction  of  the  court  making  such
adjudication.  The Restricted Parties further agree or unless compelled by legal
process or required under  applicable  federal or state securities laws: (i) not
to disclose,  in any manner,  to any third  parties or persons any  confidential

                                       24
<PAGE>

information  or trade secrets of the Seller with regard or related in any manner
to the  Business  or Assets of the Seller  unless  already in the public  domain
through no act or  omission  of the  Seller;  (ii) not to solicit or contact any
person or firm who on the  Closing  Date is a customer or supplier of the Seller
with respect to any business activity competitive with the Purchaser's business;
and (iii) not to interfere  with,  entice or hire away present  employees of the
Seller who become  employed by the  Purchaser.  The Restricted  Parties  further
acknowledge and agree that any violation of any of the covenants in this section
14.5 will cause substantial and irreparable  injury to the Purchaser,  whereupon
the  Restricted  Parties  shall  be  permanently  enjoined  from any  breach  or
threatened  breach  thereof in addition to, but not in  limitation of any of the
rights or  remedies to which the  Purchaser  is or may be entitled to at law, in
equity, under this Agreement or otherwise.

     14.6.  Assignment.  Except as set  forth in this  Agreement,  neither  this
Agreement  nor any of the  parties  rights  or  obligations  hereunder  shall be
assignable by any party hereto  without the prior  written  consent of the other
party. In the event of any such assignment, this Agreement shall be binding upon
and shall  inure to the  benefit  of the  parties  hereto  and their  respective
successors and assigns. Nothing in this Agreement,  express or implied, shall be
deemed to confer upon any other person any rights or remedies under or by reason
of this Agreement.

     14.7 Waiver.  Each party has the right at all times to strictly enforce any
or all of the terms and provisions of this Agreement.  Each party agrees that no
course of dealing, custom or conduct by the other party nor any delay or failure
on the part of the other  party to  exercise  any right,  power or remedy at any
time or times  shall  operate  as or be deemed a waiver or  release  of any such
right,  power or remedy  nor shall any waiver of one  breach be  construed  as a
waiver or release of any rights,  breach,  benefits or remedies  with respect to
any subsequent breach.  Neither party shall be deemed to have waived or released
any rights,  privileges or remedies under this  Agreement  unless such waiver or
release is given in a writing  signed by an  authorized  representative  of such
party.

     14.8  Severability and  Construction.  If any part of this Agreement or the
application  thereof shall be held to be invalid,  illegal or unenforceable with
respect to any person or set of  circumstances  under any present or future laws
in effect at any time during the term of this Agreement, such holdings shall not
render that provision or term invalid or  unenforceable  as to any other persons
or  circumstances.  If  feasible,  it is the intent of the parties that any such
offending  provision  or term shall be deemed  modified to be within the maximum
limits of  enforceability  or validity while most nearly preserving its original
intent and purpose;  however,  if the  offending  provision or term cannot be so
modified,  it shall be  stricken  and all  other  provisions  and  terms of this
Agreement shall remain valid and enforceable. Each paragraph, term and provision
constitutes a separate and distinct  covenant and agreement.  This Agreement has
been made as a result of negotiations  and,  therefore,  shall be construed in a
neutral  manner.  The neuter shall be  interpreted  to include the masculine and
feminine and the singular includes the plural and vice versa whenever  necessary
to give the term or provision its intended meaning and effect. The term "person"
as used in this Agreement  shall mean and include any  individual,  corporation,
partnership,  limited liability company, association, trust, estate or any other
type of entity.

                                       25
<PAGE>

     14.9 Entire  Agreement and Amendment.  This document  constitutes the final
and entire  Agreement  between the Purchaser and the Seller and  supercedes  all
prior or contemporaneous agreements, understandings and representations, written
or oral,  between the parties.  This Agreement may not be validly amended except
by an agreement in writing signed by the only authorized  representatives of the
parties  hereto.  This  Agreement  has been made  solely for the  benefit of the
parties hereto and is not intended to and shall not create any rights,  remedies
or interests in any other person or entity.

     14.10 Authority. By execution of this Agreement, each person represents and
warrants his right,  ability and authority to sign and bind his principal to all
terms and  provisions of this  Agreement,  and each party may fully rely thereon
without verification.

     14.11 Force Majeure. If either party shall be delayed in the performance of
any act required by this Agreement (but not the requirement to make payments due
under  the  Note,  Mortgage  and  Security  Agreement)  by  reason  of  strikes,
restrictive  laws,  riot,  acts of God or other similar reasons not the fault of
the  non-performing  party,  then the  performance  time for such acts  shall be
extended for a period equivalent to the period of such delay.





                [The balance of this page intentionally left blank.]







                                       26

<PAGE>

     IN WITNESS WHEREOF,  the parties intending to be legally bound, have signed
and sealed this Agreement in New Castle, Lawrence County,  Pennsylvania,  on the
day and year first above written.


                                    SELLER:
ATTEST:                             DIXON TICONDEROGA COMPANY


/s/ Richard A. Asta                 BY: /s/ Gino N. Pala as Chairman
                                             as 12/23/02

WITNESS:                            PURCHASER:
                                    NEW CASTLE REFRACTORIES COMPANY, INC.


/s/ Lauren Edward Allison           BY: /s/ Thomas E. Shaffer
/s/ Thomas H. Huffman                        as President and CEO













                                       27


<PAGE>
                            DIXON TICONDEROGA COMPANY
                      NEW CASTLE REFRACTORIES COMPANY, INC.


                                List of Exhibits
                                       to
                            Asset Purchase Agreement



        Exhibit:          Description and Where Referred to:
        -------           ----------------------------------
      Exhibit "A"-"C"   Real estate legal descriptions -ss.1.1(c)
      Exhibit "D"       Fixed Assets list -ss.1.1(d)
      Exhibit "E"       Net Book Value Calculation -ss.1.2(a)
      Exhibit "H"       Assumed Liabilities -ss.2.2(b)
      Exhibit "I"       Liens, mortgages, encumbrances, etc. -ss.4.2
      Exhibit "I-1"     State Taxes -ss.4.3
      Exhibit "J"       Litigation and Claims -ss.4.4
      Exhibit "K"       Trademarks, inventions, patents, insurance
                          policies, employment agreements, leases,
                          collective bargaining agreements -ss.4.5
      Exhibit "L"       List of Authorizations, Approvals, Licenses,
                          Permits and Orders -ss.4.7
      Exhibit "M"       Contracts -ss.4.12
      Exhibit "N"       Opinion of Seller's Counsel -ss.7.6





<PAGE>
                                                                     Exhibit "A'
                                                                     -----------

                                  Pennsylvania
                                  ------------



ALL THAT CERTAIN  piece or parcel of land set in the Seventh  Ward,  City of New
Castle,  County of  Lawrence  and  Commonwealth  of  Pennsylvania,  bounded  and
described as follows:

BEGINNING at a point on the East line of Industrial Street, 33 feet wide, at the
northerly line of land now or formerly of Lockley Manufacturing Company;  thence
along the East line of Industrial  Street North  42(Degree) 01' East 285.89 feet
to a point on line of land heretofore  conveyed by Edward King to the Pittsburgh
& Lake Erie Railroad Company by deed dated December 11, 1914 and recorded in the
Recorder's  Office of Lawrence  County in Deed Book 181, Page 393;  thence along
the line of the land conveyed to the Pittsburgh & Lake Erie Railroad  Company by
the  aforesaid  deed in a general  eastwardly  direction  by the arc of a circle
curving to the right  having a radius of 277.98  feet an arc  distance of 122.98
feet to a point; thence South 47(Degree) 59' East 823.50 feet to a point; thence
South 51(Degree) 23' West 354.94 feet to a point;  thence along the line of land
now or formerly  of Lockley  Manufacturing  Company  North  47(Degree)  59' West
868.39 feet to the point on the  easterly  side of  Industrial  Street,  33 feet
wide, being the point at the place of BEGINNING.

TOGETHER  with  that  certain  right of way with the  liberties  and  privileges
granted to Edward King by the  Pittsburgh & Lake Erie  Railroad  Company by Deed
dated April 30, 1917,  and recorded in Recorder's  Office of Lawrence  County in
Deed Book Volume 188, Page 500.

TOGETHER ALSO with the right to lay  underground  pipe lines across property now
or formerly of Allegheny and Western  Railway  company to the Shenango  River as
set forth in that certain deed from said Allegheny and Western  Railway  Company
to New Castle  Stamping  Company dated  September 20, 1901,  and recorded in the
Recorder's Office of Lawrence County in Deed Book Volume 104, Page 36.




<PAGE>
                                                                     Exhibit "B"
                                                                     -----------

                                  West Virginia
                                  -------------

                                    PARCEL I
                                    --------

Certain parcels of real estate situated in the Town of Newell, County of Hancock
and State of West Virginia, and bounded and described as follows:

1.    ALL those parts of lots  numbered  from  eighteen  hundred three (1803) to
      eighteen hundred twelve (1812), inclusive, together with that part of what
      was  formerly  an alley  upon  which the north  ends of said lots  abutted
      (which alley has since been  abandoned)  between  Second  Avenue and Third
      Avenue, bounded and described as follows: Beginning at a point in the west
      line of lot  numbered  eighteen  hundred  three (1803) in the east line of
      Third Avenue,  which point is ninety (90) feet  northward of the southwest
      corner of said lot numbered  eighteen  hundred three  (1803),  and running
      thence  Northwardly  with the East line of Third Avenue Forty (40) feet to
      the southwest corner of Lot numbered eighteen hundred thirty seven (1837);
      thence  eastward  following  the south lines of lot numbered from eighteen
      hundred  thirty-seven (1837) down to eighteen hundred twenty-eight (1828),
      inclusive,  to the south east corner of said lot numbered eighteen hundred
      twenty-eight (1828) in the West line of Second Avenue;  thence southwardly
      along the said West line of Second  Avenue  Forty  (40) feet to a point in
      the East line of said lot numbered  eighteen  hundred  twelve (1812) which
      point is  ninety  (90)  feet  North of the  southeast  corner  of said lot
      numbered  eighteen  hundred  twelve  (1812);  thence  Westward  in a  line
      parallel  with the north line of  Harrison  Street  and  Ninety  (90) feet
      distant  therefrom  to the  place  of  beginning,  containing  in area two
      hundred  ninety-four  thousandths  (.294) acres, be the same more or less,
      and  subject  to all legal  highways,  the said  lots  being set forth and
      defined  on the plan of  Newell,  which is  recorded  in the Office of the
      Clerk of the County  Court of said County in Plat Book Vol. 1, Pages 54 to
      57.

2.    All those  certain lots numbered  eighteen  hundred  twenty-eight  (1828),
      eighteen hundred twenty-nine  (1829),  eighteen hundred thirty (1830), and
      eighteen  hundred  thirty-one  (1831),  excepting  from said lots eighteen
      hundred  twenty-eight  (1828) and eighteen hundred  twenty-nine (1829) the
      parts or parcels  bounded  and  described  as  follows:  Beginning  at the
      northeast corner of lot numbered eighteen hundred  twenty-eight (1828) and
      running thence along the Northern lines of lots numbered  eighteen hundred
      twenty-eight  (1828) and eighteen hundred twenty-nine (1829) sixty-one and
      twenty-six  hundredths (61.26) feet to a point; thence turning an angle of
      twenty (20) degrees thirty (30) minutes and forty-four  (44) seconds in an
      easterly  direction  sixty-six and thirty-four  hundredths (66.34) feet to
      the point of intersection  with the Eastern line of lot numbered  eighteen
      hundred  twenty-eight  (1828);  thence  along  said  Easterly  line of lot
      numbered eighteen hundred  twenty-eight (1828) twenty-five and thirty-nine
      hundredths  (25.39)  feet to the place of  beginning;  containing  in area
      thirty-five  thousandths  (.035) acres, be the same more or less, the said
      lots being set forth and  defined on the said plan of Newell  recorded  as
      aforesaid.

3.    All that  certain  piece or parcel  of ground  bounded  and  described  as
      follows:  Beginning  at a  point  in the  northern  line  of lot  numbered
      eighteen hundred  twenty-nine  (1829) sixty-one and twenty-six  hundredths
      (61.26)  feet  distant  from  northeast  corner of lot  numbered  eighteen
      hundred  twenty-eight  (1828) and running  thence in a Westerly  direction
      parallel  with and five (5) feet from the south rail of the main siding of
      the North American  Manufacturing  Company  sixty-nine  (69) feet, more or
<PAGE>

      less, to a point which is  twenty-six  (26) feet distant from the northern
      wall of the main brick  building  now or formerly of the  Kenilworth  Tile
      Corporation,  formerly The Kenilworth  Tile Company;  thence in a Westerly
      direction to a point in the eastern line of Third  Avenue  Forty-four  and
      thirty-four  hundredths  (44.34) feet distant from the northwest corner of
      lot  numbered  eighteen  hundred  thirty-seven  (1837);  thence along said
      eastern line of Third Avenue forty-four and thirty-four hundredths (44.34)
      feet  to  said  northwest   corner  of  lot  numbered   eighteen   hundred
      thirty-seven  (1837);  thence at a right angle along the northern  line of
      lots numbered from eighteen hundred  thirty-seven  (1837) down to eighteen
      hundred  twenty-nine   (1829),   inclusive  to  the  place  of  beginning:
      containing  in area  one-fourth  of an acre,  more or less,  the said lots
      being set  forth  and  defined  on the said  plan of  Newell  recorded  as
      aforesaid.

4.    All that  certain  piece or parcel  of ground  bounded  and  described  as
      follows:  Beginning at a point in the easterly line of Third Avenue, which
      point is  distant  forty-four  and  thirty-four  hundredths  (44.34)  feet
      Northwardly from the Northwesterly corner of lot numbered eighteen hundred
      thirty-seven  (1837) on said plan of Newell  recorded  as  aforesaid,  and
      running  thence with the Easterly line of the Third Avenue  northwardly to
      the southerly line of the  right-of-way now or formerly of the Pittsburgh,
      Cincinnati,  Chicago, and St. Louis Railway Company's main railroad siding
      immediately  North of the plant now or  formerly  of the  Kenilworth  Tile
      Corporation,  formerly the Kenilworth Tile Company;  thence in an easterly
      direction with the said southerly line of said  right-of-way a distance of
      one hundred fifty (150) feet to a point;  thence in a southerly  direction
      and in a line  parallel  with the  easterly  line of Third  Avenue  to the
      Northerly  line of the  third  tract  above  described;  thence  with said
      northerly line of the third tract above described in a westerly  direction
      to the place of beginning: containing in area one-forty-third (1/43) of an
      acre, be the same more or less.

5.    All those certain lots numbered from eighteen hundred thirty-two (1832) to
      eighteen hundred  thirty-seven (1837) both inclusive,  as the same are set
      forth and defined on said plan of Newell recorded as aforesaid.

6.    All those parts of lots  numbered  from  eighteen  hundred three (1803) to
      eighteen  hundred twelve (1812),  both  inclusive,  on said plan of Newell
      recorded  as  aforesaid,  not  already  included  in the first tract above
      described,  fronting on the north side of Harrison  Street,  and each part
      having a depth of ninety (90) feet from the northerly line of said street,
      all the said parts of said lots forming a tract three hundred twenty (320)
      feet by ninety (90) feet in its dimensions.

SUBJECT,  however,  as to said tracts one through six, to all the  reservations,
conditions, covenants, terms and provisions set forth and entered on the face of
the  aforesaid  plan of Newell and in the  instrument  of writing  mentioned and
referred  to in the  adoption  of  said  plan,  and  recorded  contemporaneously
therewith, and made a part hereof, by this reference thereto.

                                    PARCEL II
                                    ---------

     ALL those certain lost or parcels of ground  situate in the Town of Newell,
District of Grant,  County of Hancock and State of West  Virginia,  known as and
being lots numbered 1769, 1770, 1771 and 1772 as distinguished  upon the Plan of
Newell as recorded by the North
<PAGE>

     American  Manufacturing  Company in Plat Book Vol. 1, pages  54-57,  of the
records of plats of said County.

     SUBJECT to the right of The Homer Laughlin  China  Company,  its successors
and  assigns,  to  construct,   maintain  and  operate  street  railways,   with
appurtenances  thereunto;  to lay pipes and conduits  for gas and water,  and to
maintain and operate the same;  and to  construct,  maintain and operate any and
all other public utilities in and upon the streets and alleys of said plan.

                                   PARCEL III
                                   ----------

     ALL those certain lots or parcels of ground situated in the Town of Newell,
District of Grant,  County of Hancock and State of West  Virginia,  known as and
being  described as follows:  Beginning at a point in the easterly line of Third
Avenue  284.34 feet north of the  northeasterly  corner of  Harrison  Street and
Third Avenue and running thence in a northerly  direction with the easterly line
of Third Avenue to the southerly line of the  right-of-way of the P. C. C. & St.
L. R. R. Co.,;  thence in an easterly  direction with the southerly line of said
railroad  company's  right-of-way to its intersection  with the westerly line of
Second Avenue; thence in a southerly direction with said westerly line of Second
Avenue to a point 214.61 feet from the  northwesterly  corner of Harrison Street
and Third Avenue;  thence in a westerly  direction  with the  northerly  line of
lands now or  formerly  of The New Castle  Refractories  Company to the place of
beginning; containing in area bout 1.10 acres, but be the same more or less;

     ALSO,  those  parts of Los Nos.  1820,  1821 and 1822 lying north of a line
parallel to the  southerly  line of the  right-of-way  of the existing  railroad
siding  of the P. C. C. & St.  L. R. R. Co.  and  five  feet  distant  therefrom
measured in a southerly direction;

     ALSO, Lots Nos. 1823, 1824,  1825, 1826 and 1827 as distinguished  upon the
Plan of Newell as recorded by North American  Manufacturing Company in Plat Book
Vol. 1, pages 54-57, of the records of plats of said County.

     SUBJECT to the right of The Homer Laughlin  China  Company,  its successors
and  assigns,  to  construct,   maintain  and  operate  street  railways,   with
appurtenances  thereunto;  to lay  pipes and  conduits  for gas and water and to
maintain and operate the same;  and to  construct,  maintain and operate any and
all other public utilities in and upon the streets and alleys of said plan;

     SUBJECT,  ALSO, to the  rights-of-way for the railroad sidings of the P. C.
C. & St. L. R. R. Co. as now  located  on the  respective  tract and lots  above
described.

                                    PARCEL IV
                                    ---------

     THOSE  certain  tracts or parcels of land situate in the District of Grant,
County of Hancock and State of West Virginia:

1. Beginning at the southeasterly corner of the present lands now or formerly of
the party of the first part and running  thence with the westerly  line of Third
Avenue 130 feet to the northerly line of Harrison  Street;  thence in a westerly
direction along the northerly line of Harrison Street 90 feet to a point; thence
at a right angle in a northerly direction 240 feet to a point; thence at a right

<PAGE>

angle in an easterly direction 30 feet to the northwesterly  corner of the lands
now or formerly of the said first party;  thence in a southerly  direction  with
the  westerly  line of the lands now or formerly of said first party 110 feet to
the  southwesterly  corner of said land;  thence at a right angle in an easterly
direction  with  the  southerly  line of said  lands  60  feet to the  place  of
beginning, containing about 34/100 of an acre, but be the same more or less, and
subject  to all  legal  highways  as  distinguished  on the Plan of  Newell,  as
recorded by said North American  Manufacturing Company in Plat Book No. 1, Pages
54 to 57 incl., of the records of plats of said County.

2.  Beginning at a point in the West line of Third Avenue,  northward of and 130
feet distant from the northwest  corner of Harrison  Street and Third Avenue and
running  thence  northwardly  along said west line of Third Avenue 110 feet to a
point; thence, turning a right angle in a westerly direction 60 feet to a point;
thence, turning a right angle in a southwardly direction in a line parallel with
the west line of said Third  Avenue 110 feet to a point;  thence  turning  right
angle in an eastwardly direction 60 feet to the place of beginning containing in
area 5/32 acres, be the same more or less.

                                    PARCEL V
                                    --------

     ALL that certain parcel of ground situated in the Town of Newell,  District
of Grant, County of Hancock and State of West Virginia, bounded and described as
follows:  Beginning at a point in the westerly  line of Third Avenue which point
is North  12(Degree)  47' West two  hundred  forty (240) feet  distant  from the
northwest  corner of the  intersection  of Harrison  Street  with Third  Avenue;
thence  South  77(Degree)  13' West  ninety (90) feet to a point;  thence  North
12(Degree)  47' West seventy six (76) feet to a point;  thence North  77(Degree)
13' East ninety (90) feet to a point;  thence South  12(Degree) 47' East seventy
six (76) feet to the place of beginning,  containing in area .15702 acres but be
the same more or less and subject to all legal  highways as  distinguished  upon
the Plan of Newell as recorded by North American  Manufacturing  Company in Plat
Book Vol. 1, pages 54-57, of the records of plats of said County.

     SUBJECT to the right of The Homer Laughlin China Company, it successors and
assign, to construct  maintain and operate street railways,  with  appurtenances
thereunto;  to lay pipes and  conduits  for gas and water,  and to maintain  and
operate  the same;  and to  construct,  maintain  and  operate any and all other
public utilities in and upon the streets and alleys of said plan.

                                    PARCEL VI
                                    ---------

     ALL that certain parcel of ground situated in the Town of Newell,  District
of Grant, County of Hancock and State of West Virginia, bounded and described as
follows:  That portion of Third Avenue bounded on the south by Harrison  Street,
on the east by the lands of The New Castle Refractories Company, on the north by
a line  parallel  to  Harrison  Street  three  hundred  sixteen  (316) feet in a
northerly  direction  from the  intersection  of Third Avenue with the northerly
line of Harrison Street, and on the west by the lands now or formerly of The New
Castle Refractories Company.






<PAGE>



                                                                     Exhibit "C"
                                                                     -----------

                                      Ohio
                                      ----


The land referred to in this policy is described as follows:

Situated in the Townships of Lawrence and Tuscarawas,  County of Stark, State of
Ohio:

Part of the Southeast Quarter of Section 35 and part of the Southwest Quarter of
Section 36, Township 1 (Lawrence),  Range 10, and part of the Northwest  Quarter
of Section 1, Township 12 (Tuscarawas),  Range 10, Stark County, Ohio; beginning
at an iron pin found at the Northwest corner of Section 1, Township 12, Range 10
said pin being North  88(Degree)  1 minute West,  87.12 feet from the  Southeast
corner of Section 35,  Township 1, Range 10;  thence  North  88(Degree) 1 minute
West, 577.50 feet along the south line of the Southeast Quarter of Section 35 to
a stone found;  thence North  1(Degree) 59 minutes  East,  814 feet to the South
line of the Pittsburgh,  Ft. Wayne and Chicago Railroad  Company's right of way;
thence Eastward along the said right of way line on an arc of a curve concave to
the  left  parallel  with and 33 feet  distant  from the  original  center  line
thereof,  the chord of which arc bears South  81(Degree)  29 minutes East 486.80
feet;  thence continuing with said right of way line South 79(Degree) 29 minutes
East,  104 feet to a point on the West line of Section 1, Township 12, Range 10,
extended North  2(Degree) 18 minutes East,  709.10 feet from the iron pin at the
place of beginning;  thence  continuing South 79(Degree) 29 minutes East 1048.80
feet with the aforesaid right of way line to a point in the Southwest Quarter of
Section 36,  Township 1, Range 10;  thence  South  68(Degree)  57 minutes  East,
369.20 feet; thence South 1(Degree) 39 minutes East, 1286 feet to an iron pin in
the  Northwest  Quarter  of Section  1,  Township  12,  Range 10;  thence  South
87(Degree) 30 minutes East, 158.14 feet; thence South 2(Degree) 30 minutes West,
264 feet to an iron pin set in the  center  of a public  highway;  thence  North
87(Degree)  30 minutes West 397.89 feet to an iron pin;  thence North  4(Degree)
West 231 feet;  thence North  87(Degree)  30 minutes West,  333.24 feet;  thence
South  4(Degree)  East, 231 feet to an iron pin found in the road,  thence North
87(Degree) 30 minutes West, 912.50 feet to an iron pin found in the West line of
the  Northwest  Quarter  of Section  1,  Township  12,  Range 10,  thence  North
2(Degree) 18 minutes East,  1097.58 feet to the place of  beginning,  containing
65.224 acres of which 11.456 acres lie in the  Southeast  Quarter of Section 35,
Township  1,  Range 10;  36.00  acres in the  Northwest  Quarter  of  Section 1,
Township 12, Range 10 and 17.768 acres in the  Southwest  Quarter of Section 36,
Township 1, Range 10, be the same more or less.




<PAGE>
                                                                     EXHIBIT "D"
                                                                     -----------









                                   EXHIBIT "D"

                                     Assets






                                     (excluded)




<PAGE>
                                                                     Exhibit "E"
                                                                     -----------
<TABLE>
<CAPTION>

                           Net Book Value Calculation
                           --------------------------

     ACCOUNT                            ACCOUNT           ACCOUNT
      TITLE                              NUMBER           BALANCE
    --------                          ----------         ---------

<S>                                   <C>              <C>            <C>              <C>
ASSETS
PETTY CASH - MA                        71.1105                $200
PETTY CASH - NC                        71.1106               2,000
PETTY CASH - NE                        71.1107                 600
CASH - CHECKING                        71.1109               6,258         $9,058
A/R TRADE                               N/A              1,500,000
A/R OTHER                              71.1361               7,841
ALLOWANCE - BAD DEBT                    1.1390              (5,000)    $1,502,841
RAW MATERIAL - MA                      71.1402              51,657
RAW MATERIAL - NC                      71.1403             189,323
RAW MATERIAL - NE                      71.1404             222,295
WIP INVENTORY - MA 5                   71.1423              69,541
WIP INVENTORY - MA 6                   71.1424                   1
WIP INVENTORY - MA 7                   71.1425               7,656
WIP INVENTORY - NC 4                   71.1427              89,974
WIP INVENTORY - NC 7                   71.1428              13,280
WIP INVENTORY - NC 8                   71.1429               9,140
WIP INVENTORY - NC 9                   71.1430                   0
WIP INVENTORY - NE 100                 71.1431              80,801
WIP INVENTORY - NE 300                 71.1432                 539
WIP INVENTORY - NE 400                 71.1433              36,956
WIP INVENTORY - NE 500                 71.1434              26,054
FG RESALE - MA                         71.1441               6,836
FG RESALE - NC                         71.1442              10,647
FG RESALE - NE                         71.1443              28,536
FG INVENTORY - MA 5                    71.1447             335,379
FG INVENTORY - MA 6                    71.1448              46,470
FG INVENTORY - NC 4                    71.1450             720,251
FG INVENTORY - NC 7                    71.1451              85,580
FG INVENTORY - NC 8                    71.1452              64,643
FG INVENTORY - NC 9                    71.1453             127,677
FG INVENTORY - NE 100                  71.1454             651,543
FG INVENTORY - NE 300                  71.1455              24,885
FG INVENTORY - NE 400                  71.1456             394,751
FG INVENTORY - NE 500                  71.1457              74,509
LIFO RESERVE                           71.1471          (1,024,908)
OBSOLETE RESERVE                       71.1481            (274,838)    $2,069,178
<PAGE>

PREPAID W/C - PA                       71.1554.2                 0
PREPAID W/C - WV                       71.1554.3            14,246
PREPAID - OTHER                        71.1556              15,793        $30,039
LAND                                   71.1711              22,531
BUILDINGS                              71.1721           1,758,228
CIP                                    71.1725              23,758
MACHINERY & EQUIPMENT                  71.1731           4,467,558
AUTOS                                  71.1735              46,643
FURNITURE & FIXTURES                   71.1741             173,963
ACC DEP - BLDG                         71.1751          (1,632,498)
ACC DEP - M & E                        71.1752          (4,293,987)
ACC DEP - F & F                        71.1753            (166,307)
ACC DEP - AUTO                         71.1754             (26,465)      $373,424
DEFERRED CARBO                         71.1930                   0             $0
                                TOTAL INCLUDED ASSETS                  $3,984,540
                                                                       ==========
LIABILITIES
A/P - TRADE                            71.2101            (597,660)
A/P - ACCRUAL                          71.2102            (113,428)
A/P - CARBO                            71.2154                    0     ($711,088)
ACCRUED WAGES                          71.2202                    0
ACCRUED P/R TAXES                      71.2151-2199               0
ACCRUED HOLIDAY                        71.2203                1,166
ACCRUED VACATION                       71.2204            (137,899)     ($136,733)
ACCRUED PROPERTY TAX                   71.2222                    0
ACCRUED W/C - MA                       71.2236             (24,838)
ACCRUED W/C - NE                       71.2236                    0
ACCRUED W/C - CORP                     71.2236                    0      ($24,838)
ACCRUED 401K - 3%                      71.2241                    0
ACCRUED LEGAL                          71.2261                  120          $120
                                TOTAL INCLUDE LIABILITIES               ($872,539)


                                          NET BOOK VALUE               $3,112,001


                                          NBV PLUS PREMIUM             $3,362,001
</TABLE>

<PAGE>
                                                                     Exhibit "H"
                                                                     -----------


                      Executory Liabilities and Obligations
                      -------------------------------------


      LEASES:                 CANON COPIER/CANON FINANCIAL SERVICES

      COMMITMENTS:            MESSER/MG INDUSTRIES
                              NITROGEN SUPPLY AGREEMENT
                              NITROGEN TANK RENTAL

      LICENSE:                FEDERAL COMMUNICATIONS COMMISSION
                              MAN DOWN ALARM SYSTEM

      AGENTS:                 PRODUCT REPRESENTATIVES
                              MILT LODIE
                              PDV SERVICES
                              JEFF CURRY

      UNION CONTRACTS (2):    NEW  CASTLE:   COLLECTIVE  BARGAINING  AGREEMENT
                              WITH  UNITED  STEELWORKERS  OF  AMERICA  - LOCAL
                              1016-09

                              MASSILLON:   COLLECTIVE   BARGAINING   AGREEMENT
                              WITH  UNITED  STEELWORKERS  OF  AMERICA  - LOCAL
                              3610-05

      NATURAL GAS PURCHASE CONTRACTS WITH EXCELON ENERGY AND FIRST ENERGY




<PAGE>
                                                                     Exhibit "I"
                                                                     -----------

                            Liens, Encumbrances, Etc.
                            -------------------------


     Liens held by  Seller's  primary  lender  (Foothill)  and a  consortium  of
subordinated lenders.

     Liens, encumbrances, restructures, etc. which are matters of public record.
<PAGE>
                                                                   Exhibit "I-1"
                                                                   -------------

                                      Taxes
                                      -----

                            DIXON TICONDEROGA COMPANY
                        NEW CASTLE DIVISION TAX CALENDAR


        OHIO
        ----

        FRANCHISE TAX (Pay Higher of Corporate Income Tax or Net Worth Tax)
        INTER COUNTY PROPERTY TAX REPORT
        STARK COUNTY REAL ESTATE TAX
        STARK COUNTY PERSONAL PROPERTY TAX
        STATE WITHHOLDING TAX
        SCHOOL DISTRICT WITHHOLDING TAX
        SALES TAX
        CANTON, OHIO WITHHOLDING TAX
        EAST LIVERPOOL, OHIO WITHHOLDING TAX
        MASSILLON, OHIO WITHHOLDING TAX
        WELLSVILLE, OHIO WITHHOLDING TAX
        CANFIELD, OHIO WITHHOLDING TAX
        CANAL FULTON, OHIO WITHHOLDING TAX
        NEWCOMERSTOWN, OHIO WITHHOLDING TAX
        UNEMPLOYMENT TAX

        PENNSYLVANIA
        ------------

        CORPORATE INCOME TAX
        CAPITAL STOCK/FRANCHISE TAX
        LAWRENCE COUNTY PROPERTY TAX
        NEW CASTLE, PA. CITY PROPERTY TAX
        NEW CASTLE AREA SCHOOL PROPERTY TAX
        STATE WITHHOLDING TAX
        SALES TAX
        NEW CASTLE, PA. WITHHOLDING TAX
        HOPEWELL TOWNSHIP, PA. WITHHOLDING TAX
        UPPER ST. CLAIR, PA. WITHHOLDING TAX
        NEW CASTLE, PA. OCCUPATIONAL PRIVILEGE TAX
        UNEMPLOYMENT TAX

        WEST VIRGINIA
        -------------

        CORPORATE INCOME TAX
        FRANCHISE TAX
        BUSINESS PROPERTY TAX REPORT
        HANCOCK COUNTY PROPERTY TAX
        STATE WITHHOLDING TAX
        SALES TAX
        UNEMPLOYMENT TAX

1) A 1999 state tax return filed with the State of Pennsylvania is currently in
dispute. The state has assessed the Company for additional taxes (approximately
$100,000) and the Company is contesting the assessment.

<PAGE>
                                                                     Exhibit "J"
                                                                     -----------
                                   Litigation
                                   ----------


All Pending Patent Infringement Cases:

In December 2001, Dri Mark Products Inc. (Dri Mark) sued Dixon  Ticonderoga,  in
Federal  Court  (the  Southern  District  of  New  York),  alleging  that  Dixon
Ticonderoga  infringed  Dri Mark Patent No.  6,224,284,  entitled  "Metallic Ink
Compositions  For Wick Type Writing  Instruments."  That action was consolidated
with an action  brought in July 2001, in which Dri Mark sued National Ink, Inc.,
RoseArt Industries, Inc. and Wal-Mart Stores, Inc., for infringement of the same
patent.  In March,  2002,  Dixon  Ticonderoga and National Ink moved for summary
judgment of non-infringement. On April 10, 2002, the District Court granted that
motion,  and entered Final  Judgment that Dixon  Ticonderoga  was not liable for
patent  infringement and dismissed Dri Mark's  complaint.  Dri Mark appealed the
Final Judgment, and that appeal is currently pending before the Court of Appeals
for the Federal Circuit.

Pending New Castle Silica / Mixed Dust Cases:

There exist numerous  mixed dust  asbestos,  and/or silica cases relating to the
New Castle Refractories,  a division of Dixon Ticonderoga  Company,  operations.
These are  typically  nuisance  cases  handled in the  normal  course by counsel
retained by the respective insurance companies.

Pending Technology Transfer Mediation:

In 1996 New Castle  Refractories,  a division of Dixon Ticonderoga  Company, and
Saint-Gobain Industrial Ceramics and/or their subsidiary Carborundum Corporation
entered  into  a  Product   Purchase   Agreement  and  an  Amended  License  and
Technological  Assistance Agreement. In 1998, the parties entered into a License
and Technology  Transfer Agreement in relation to the Silicon Carbide Refractory
Brick Technology.

On  August  20,  2002,  Saint-Gobain  filed a  Demand  for  Mediation  regarding
Saint-Gobain's  demand for final  payment of $200,000,  which Dixon  Ticonderoga
Company  maintains  was  extended  to June  2003 in the  1998  agreement.  Dixon
Ticonderoga Company further maintains that no payment is due notwithstanding its
prior agreements based upon  Saint-Gobain's  predatory  pricing as well as their
withholding  of  critical  information  and  misrepresentation  of facts  during
negotiations.  After  mediation,  the  parties  agreed to settle  the matter for
$125,000 payable by Dixon on or before December 16, 2002.
<PAGE>
                                                                     Exhibit "K"
                                                                     -----------

                             Additional Information
                             ----------------------

(a) Trademarks, names, inventions, etc.

      Patent:  U.S. Patent Number 4,578,363, "Silicon Carbide Refractories
Having Modified Silicon Nitride Bond" dated March 25, 1986.

      Proprietary Products:

           CARBOFRAX A
           REFRAX 20
           REFRAX 20 SBF
           SIALFRAX
           CARBOFRAX NO. 4
           CARBOFRAX NO. 4A
           CARBOFRAX NO. 5
           CARBOFRAX NO. 5B
           CARBOFRAX NO. 6
           CARBOFRAX NO. 8XXF
           CARBOFRAX NO. 9
           CARBOFRAX NO. 30
           CARBOFRAX NO. 11L1
           RAMFRAX FURM 3

      Names:......New Castle Refractories Company
            ......Corundite Refractories

(b) Insurance Policies:

      Property Insurance

           Primary:  Lexington Insurance Company (60%) and Commercial
           Underwriters
           Insurance Company (40%)
           Policy Number:  9551854

           Excess:  Allianz Insurance Company
           Policy Number:  CLP3001646

           Boiler and Machinery:  Travelers Property & Casualty
           Policy Number:  BGM-535DO683-TIL-3
<PAGE>

      Casualty

           General Liability:  CNA
           Policy Number:  L163715655

           Commercial Auto:  CNA
           Policy Number:  L163715686

           Worker's Compensation:  CNA
           Policy Number:  173723695

           Excess W/C & Employers' Liability (Ohio):  Midwest Employers
           Policy Number:  2945200H

           Stop Gap Liability (Ohio, WV):  CNA
           Policy Number:  1063715669

           Umbrella:  National Union Fire Insurance Company
           Policy Number:  BE8718977

(c) Employment Agreements: None other than the three employment Agreements to be
terminated at Closing pursuant to the provisions of Section 2.1(a).

(d) Leases: Cannon Copier with Canon Financial Services

(e) New Castle:  Collective  Bargaining  Agreement with United  Steelworkers  Of
America - Local 1016-09

    Massillon:  Collective  Bargaining  Agreement with United  Steelworkers  Of
America - Local 3610-05
<PAGE>
                                                                     Exhibit "L"
                                                                     -----------




                  PA STATE ONLY OPERATING AGREEMENT
                  (AIR QUALITY) #37-00152

                  PA HAZARDOUS MATERIAL PERMIT

                  OHIO TITLE V DRAFT PERMIT
                  FACILITY ID #15-17-00-0082

                  WV WASTE WATER PERMIT
                  WV 0005754

                  IFTA TRUCK PERMITS

                  PA APPORTIONED REGISTRATION
                  FOR TRUCKS

                  VEHICLE OPERATING PERMITS FOR
                  NEW YORK, KENTUCKY, KANSAS
<PAGE>
                                                                     Exhibit "M"
                                                                     -----------
                                    Contracts
                                    ---------


            TO THE BEST OF OUR KNOWLEDGE, THERE ARE BLANKET PURCHASE ORDERS OPEN
            UNTIL 12-31-02 FOR VARIOUS RAW MATERIALS AND SUPPLY ITEMS.

            THERE ARE NATURAL GAS PURCHASE  CONTRACTS WITH EXCELON
            ENERGY AND FIRST ENERGY


            SEE ALSO EXHIBITS "H" AND "K", WHICH ARE  INCORPORATED
            HEREIN BY REFERENCE.
<PAGE>
                                                                     Exhibit "N"

              JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A
                        ATTORNEYS AND COUNSELLORS AT LAW

<TABLE>
<S>                      <C>                       <C>                     <C>                  <C>
E. D. ARMSTRONG III       LISA B. DODGE             JOHN R. LAWSON, JR.*    JOHN A. SCHAEFER
BRUCE W. BARNES           MARION HALE               MICHAEL G. LITTLE       BETHANN SCHARRER
JOHN T. BLAKELY           REBECCA A. HENSON         MICHAEL C. MARKHAM      PHILIP M. SHASTEEN
BRUCE H. BOKOR            JAMES W. HUMANN           DAVID J. OTTINGER       CHARLES M. TATELBAUM
ALEXIS P. BROOKS          SCOTT C. ILGENFRITZ       F. WALLACE POPE, JR.    JOAN M. VECCHIOLI
GUY M. BURNS              FRANK R. JAKES            DARRYL R. RICHARDS      ANTHONY P. ZINGE
MICHAEL T. CRONIN         TIMOTHY A. JOHNSON, JR.   DENNIS G. RUPPEL*       JULIUS J. ZSCHAU
ELIZABETH J. DANIELS      SHARON E. KRICK           CHARLES A. SAMARKOS     *OF COUNSEL

                                                                     Please Reply to Tampa
                                                                        E-MAIL ADDRESS:  phils@jbpfirm.com

                                                           FILE NO. 33435.105947
</TABLE>


_____________, 200__


New Castle Refractories Company
915 Industrial Street
New Castle, PA  16102

Ladies and Gentlemen:

We have acted as counsel to Dixon Ticonderoga  Company,  a Delaware  corporation
("Seller"),  in connection with the Asset Purchase  Agreement dated  __________,
200__ (the  "Agreement"),  among  Seller and New Castle  Refractories,  Inc.,  a
Pennsylvania  corporation ("Buyer").  This is the Opinion Letter contemplated by
Section 7.6 of the Agreement.  All capitalized terms used in this Opinion Letter
without definition have the respective meanings given to them in the Agreement.

This opinion has been  prepared and is to be  construed in  accordance  with the
Report on  Standards  for  Florida  Opinions  dated  April 8, 1991 issued by the
Business  Law Section of The  Florida  Bar,  as amended  and  supplemented  (the
"Report"). The Report is incorporated by reference in this opinion.

In rendering the following  opinions,  we have relied,  with your approval as to
factual  matters  that affect our  opinions,  solely on our  examination  of the
following documents and on the matters set forth in the government  certificates
described below and have made no independent  verification of the facts asserted
to be true and correct in those documents, including the factual representations
and warranties contained in the Agreement:

1. The Agreement.

2.  Certificate  of Good  Standing  dated  ___________,  200__ from the Delaware
Secretary of State for the Seller.
<TABLE>
<S>                                                                <C>                         <C>
   CLEARWATER OFFICE                                                       TAMPA OFFICE
911 CHESTNUT STREET (ZIP 33756)                                       100 NORTH TAMPA STREET
 POST OFFICE BOX 1368                                                 SUITE 1800 (ZIP 33602)
CLEARWATER, FLORIDA  33757-1368                                        POST OFFICE BOX 1100
TELEPHONE: (727) 461-1818                                           TAMPA, FLORIDA  33601-1100
TELECOPIER (727) 462-0365                                            TELEPHONE (813) 225-2500
                                                                     TELECOPIER (813) 225-1857
</TABLE>

<PAGE>
               JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.
                        ATTORNEYS AND COUNSELLORS AT LAW

New Castle Factories Company
_____________, 200__
Page 2


3. Certificate of Richard F. Joyce as President and Co-CEO of the Seller.

4. Certificate of Incorporation and Bylaws of the Seller.

This opinion is furnished pursuant to your request and is given with the consent
of the Seller.

We do not express any opinion  concerning any law other than the law of Florida,
the Delaware General  Corporation Act, and the federal law of the United States.
We note  that  the  Agreement  provides  that it is  governed  by the law of the
Commonwealth of Pennsylvania  (the law stipulated in the Agreement to be the law
governing  the  interpretations  and  enforcement  of the  Agreement).  We  have
assumed, with your permission,  that the law of Pennsylvania is identical to the
law of Florida in all respects material to our opinions.

Based upon the  foregoing  and  subject to the  qualifications  and  limitations
stated in this letter and in the Report, we are of the opinion that:

1. The  Agreement  and the Bill of Sale and  Assignment  to be  executed  by the
Seller  as  part  of  the  transactions   contemplated  by  the  Agreement  (the
"Contemplated Transactions") are enforceable against the Seller.

2. The Seller is a corporation  validly  existing and in good standing under the
laws of Delaware with  corporate  power and authority to execute and deliver the
Agreement and consummate the Contemplated Transactions and is duly qualified and
in good  standing  as a  foreign  corporation  in  Pennsylvania,  Ohio  and West
Virginia.

3. The Seller has the  corporate  power and authority to execute and deliver the
Agreement  and  to  perform  its  obligations   thereunder.   The   transactions
contemplated  by the Agreement and the execution and delivery of and performance
by Seller of its  obligations  under the Agreement  have been  authorized by all
requisite  corporate  action,  as the case  may be.  The  officers  respectively
executing  the  Agreement on behalf of the Seller have been duly  authorized  to
execute and deliver  such  documents.  Subject to the  limitations  set forth in
paragraph 4 below, the Agreement constitutes the valid and binding obligation of
the Seller.

4. Subject to the  limitations  set forth in this paragraph 4, the Agreement may
be enforced in  accordance  with its terms  against the Seller  under the law of
Florida  and  of  the  United   States.   The  validity,   binding   effect  and
enforceability  of the Agreement  might be limited or otherwise  affected by (a)
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other  similar  statutes,   rules,  regulations  or  other  laws  affecting  the
enforcement   of   creditors'   rights  and  remedies   generally  and  (b)  the
unavailability  of, or limitation on the  availability of, a particular right or
<PAGE>
               JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.
                        ATTORNEYS AND COUNSELLORS AT LAW

New Castle Factories Company
_____________, 200__
Page 3


remedy  (whether in a  proceeding  in equity or at law)  because of an equitable
principle or a requirement as to commercial  reasonableness,  conscionability or
good faith. In addition,  certain remedies,  waivers and other provisions of the
Agreement might not be enforceable; nevertheless, such unenforceability will not
render the Agreement invalid as a whole.

This opinion is furnished to you by us as counsel for the Seller,  is solely for
your benefit and is rendered  solely in connection with the transaction to which
this opinion  relates.  This opinion may be relied upon only in connection  with
this  transaction  and may not be relied upon by any other  persons  without our
prior written consent.

Very truly yours,




JOHNSON, BLAKELY, POPE,
BOKOR, RUPPEL & BURNS, P.A.

PMS:mda
<PAGE>
                                                                "First Addendum"
                                                                ----------------
                                 First Addendum
                                       to
                            Asset Purchase Agreement


     This is the First Addendum to the Asset Purchase  Agreement  dated December
23,  2002 (the  "Agreement"),  between  Dixon  Ticonderoga  Company,  a Delaware
corporation ("Seller") and New Castle Refractories Company, Inc., a Pennsylvania
corporation ("Purchaser").

      Background:

          Section 3.1 of the  Agreement  provides for a Closing Date on February
     17, 2003 and Section 7.8 provides that one condition of the Closing is that
     Purchaser  shall have  obtained  financing  acceptable to Purchaser for the
     Purchase of the Business.

     For valuable consideration, the parties hereby agree as follows:

     1.  Section 3.1 of the  Agreement  is hereby  amended to change the Closing
Date to March 14, 2003.

     2.  Exhibit "H"  attached to this  Addendum is hereby  substituted  for the
Exhibit "H" attached to the Agreement.

     3. This  Addendum  may be executed in any number of  counterparts,  each of
which shall be deemed to be an  original  as against  any party whose  signature
appears  thereon,  and all of which shall  together  constitute one and the same
instrument.  This Addendum  shall become  binding when one or more  counterparts
hereof,  individually or taken together, shall bear the signatures of all of the
parties reflected hereon as the signatories hereto.

     4. This Addendum may be executed by either of the parties (the "Originating
Party") and transmitted to the other party (the "Receiving Party") by facsimile,
telecopy,  telex or other form of written  electronic  transmission,  and,  upon
confirmation of receipt thereof by the Receiving  Party,  this Addendum shall be
deemed to have been duly executed by the Originating  Party. Upon the request of
the Receiving  Party,  the  Originating  Party shall provide the Receiving Party
with an executed duplicate original of this Agreement.

     5.  Except as  amended  hereby,  the  Agreement  remains  in full force and
effect.




<PAGE>


                                Signature Page to
                   First Addendum to Asset Purchase Agreement


     IN WITNESS WHEREOF,  the parties intending to be legally bound, have signed
and sealed this Agreement as of this 7th day of March, 2003.


                                SELLER:
ATTEST:                         DIXON TICONDEROGA COMPANY


/s/ Laura H. Hemmings           BY: /s/ Gino N. Pala
     Secretary                       as Chairman Co CEO


WITNESS:                        PURCHASER:
                                NEW CASTLE REFRACTORIES COMPANY, INC.


/s/ Lauren Edward Allison           BY: /s/ Thomas E. Shaffer
                                         as President and CEO






<PAGE>
                                                               "Second Addendum"
                                                               -----------------
                                 Second Addendum
                                       to
                            Asset Purchase Agreement


     This is the Second Addendum to the Asset Purchase  Agreement dated December
23,  2002 (the  "Agreement"),  between  Dixon  Ticonderoga  Company,  a Delaware
corporation ("Seller") and New Castle Refractories Company, Inc., a Pennsylvania
corporation ("Purchaser").

     Background:

     Section 3.1 of the Agreement,  as amended by the First Addendum dated March
7, 2003 (the "First Addendum"), provides for a Closing Date on February 17, 2003
and Section 7.8 provides  that one  condition  of the Closing is that  Purchaser
shall have  obtained  financing  acceptable to Purchaser for the Purchase of the
Business.  As of the date hereof,  Purchaser  has received  commitments  for all
necessary  financing,  but the  Closing  Date must be extended in order to allow
sufficient time for the lenders to be able to close.

     For valuable consideration, the parties hereby agree as follows:

     1.  Section 3.1 of the  Agreement  is hereby  amended to change the Closing
Date to April 30, 2003.

     2. This  Addendum  may be executed in any number of  counterparts,  each of
which shall be deemed to be an  original  as against  any party whose  signature
appears  thereon,  and all of which shall  together  constitute one and the same
instrument.  This Addendum  shall become  binding when one or more  counterparts
hereof,  individually or taken together, shall bear the signatures of all of the
parties reflected hereon as the signatories hereto.

     4. This Addendum may be executed by either of the parties (the "Originating
Party") and transmitted to the other party (the "Receiving Party") by facsimile,
telecopy,  telex or other form of written  electronic  transmission,  and,  upon
confirmation of receipt thereof by the Receiving  Party,  this Addendum shall be
deemed to have been duly executed by the Originating  Party. Upon the request of
the Receiving  Party,  the  Originating  Party shall provide the Receiving Party
with an executed duplicate original of this Agreement.

     5.  Except as amended  by the First  Addendum  and  hereby,  the  Agreement
remains in full force and effect.




<PAGE>


                                Signature Page to
                   Second Addendum to Asset Purchase Agreement


     IN WITNESS WHEREOF,  the parties intending to be legally bound, have signed
and sealed this Agreement as of the 8th day of April, 2003.


                                SELLER:
ATTEST:                         DIXON TICONDEROGA COMPANY


Jennifer J. Brooks              BY: /s/ Richard F. Joyce
                                     as President


WITNESS:                        PURCHASER:
                                NEW CASTLE REFRACTORIES COMPANY, INC.


/s/ Lauren Edward Allison       BY: /s/ Thomas E. Shaffer
                                     as President and CEO




<PAGE>
                                                                "Third Addendum"
                                                                ----------------

                                THIRD ADDENDUM TO
                            ASSET PURCHASE AGREEMENT


     This is the Third Addendum to the Asset Purchase  Agreement  dated December
23, 2002, and thereafter amended,  (as amended,  the "Agreement")  between Dixon
Ticonderoga   Company,  a  Delaware   corporation   ("Seller")  and  New  Castle
Refractories Company, Inc., a Pennsylvania corporation ("Purchaser").

     Background:

     Section 3.1 of the Agreement,  as amended by the First Addendum dated March
7, 2003,  and as further  amended by the Second  Addendum  dated  April 8, 2003,
provides for a Closing Date on or before April 30, 2003.  The parties agree that
additional  time is required to obtain the  appropriate  approvals  and finalize
documentation pertaining to the transaction described in the Agreement.

     For valuable consideration, the parties hereby agree as follows:

     1.  Section 3.1 of the  Agreement  is hereby  amended to change the Closing
Date to on or before July 31, 2003.

     2. This  Addendum  may be executed in any number of  counterparts,  each of
which shall be deemed to be an  original  as against  any party whose  signature
appears  thereon,  and all of which shall  together  constitute one and the same
instrument.  This Addendum  shall become  binding when one or more  counterparts
hereof,  individually or taken together, shall bear the signatures of all of the
parties reflected hereon as the signatories hereto.

     3. This Addendum may be executed by either of the parties (the "Originating
Party") and transmitted to the other party (the "Receiving Party") by facsimile,
telecopy,  telex or other form of written  electronic  transmission,  and,  upon
confirmation of receipt thereof by the Receiving  Party,  this Addendum shall be
deemed to have been duly executed by the Originating  Party. Upon the request of
the Receiving  Party,  the  Originating  Party shall provide the Receiving Party
with an executed duplicate original of this Agreement.

     4. The Seller and Purchase hereby agree to and do ratify,  affirm and adopt
the  covenants,  terms  and  conditions  of  the  Asset  Purchase  Agreement  as
previously  amended by the first and second addenda  thereto and agree that such
Asset Purchase  Agreement,  as previously amended and modified shall be modified
by this Third Addendum only as set forth herein.  Except as amended by the First
Addendum and Second Addendum and hereby, the Agreement remains in full force and
effect.
<PAGE>


                                Signature Page to
                   Third Addendum to Asset Purchase Agreement


     IN WITNESS WHEREOF,  the parties intending to be legally bound, have signed
and sealed this Agreement effective as of April 29, 2003.

ATTEST:                         DIXON TICONDEROGA COMPANY


/s/ Laura H. Hemmings           BY: /s/ Gino N. Pala
                                     as Chairman Co CEO


WITNESS:                        PURCHASER:
                                NEW CASTLE REFRACTORIES COMPANY, INC.


/s/ Lauren Edward Allison           BY: /s/ Thomas E. Shaffer
                                         as President and CEO