EXHIBIT 10.3

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

     THIS  ASSET  PURCHASE  AGREEMENT  is made and entered into as of October 9,
1997 by and between Kemper Pressure Treated Forest Products, Inc., a Mississippi
corporation  ("Seller")  and  Electric  Mills Wood Preserving, LLC, a Washington
limited  liability  company  ("Buyer").

                                    RECITALS
                                    --------
     WHEREAS,  Seller  is  engaged  in  the business of operating a certain wood
preserving  and  treating  facility  located in Electric Mills, Mississippi (the
"Facility");  and

     WHEREAS,  Seller  desires to sell Buyer, and Buyer desires to purchase from
Seller,  substantially  all  of the assets of Seller at the Facility, all on the
terms  and  subject  to  the  conditions  set  forth  herein.

     NOW, THEREFORE, in consideration of the premises, covenants, representation
and  warranties contained herein, and other good and valuable consideration, the
adequacy and receipt of which are hereby acknowledged, Seller and Buyer agree as
follows:

<PAGE>
     Section  1.     Transfer of Assets.     (a) On the terms and subject to the
                     ------------------
conditions  of  this Agreement, on the Initial Closing Date (as defined herein),
the  Seller  shall sell and assign to the Buyer and the Buyer shall purchase and
accept  from  the  Seller,  subject  to  all existing mortgages, liens, pledges,
security  interests,  changes,  claims,  restrictions  and  encumbrances, all of
Seller's  right,  title  and  interest  to  those certain assets set forth below
(collectively,  the  "Purchased  Assets");  (i)  the  leasehold interest in real
property described in Schedule 1(a)(i) hereto (the "Leased Real Property"); (ii)
all  rights,  title  and  interest  of  Seller  as  lessee  under each lease for
equipment  or  other  personal property ("Leased Equipment"), including, but not
limited  to,  the  equipment  or  other  personal property described in Schedule
1(a)(ii)  hereto;  (iii)  all  fixtures,  furniture,  and  equipment, including,
without  limitation,  all  technology equipment and a non-exclusive royalty free
license  to  operate  all  software  located  at  the  Facility,  all  leasehold
improvements and other tangible assets located now and at Initial Closing at the
Facility (the "Equipment"); (iv) all Inventory wherever located, except Finished
Inventory (as defined in Section 1(d) hereto ("Inventory"); (v) all Intellectual
Property  and  General Intangible ("General Intangibles"); (vi) all vehicles and
spare  and  replacement  parts  therefor  owned  by  the  Seller and used in the
operation  of  the  Facility (the "Vehicles"); (vii) to the extent transferable,
all  Licenses  and  Permits  of the Seller used in the Facility (the "Permits");
(viii)  claims  under  any  casualty or liability insurance policies ("Insurance
Claims");  and  (ix)  all  other  assets located at the Facility, other than the
Excluded  Assets  (the  "Other  Assets").

          (b)     On  the terms and subject to the conditions of this Agreement,
on  the  Final  Closing  Date  (as  defined herein), the Seller shall obtain the
release  and  cancellation of all mortgages, liens, pledges, security interests,
changes,  claims, restrictions and encumbrances of any nature whatsoever against
the  Purchased  Assets  (except  for  the  "Assumed  Liability"  as  hereinafter
defined), so that the Purchased Assets shall be free and clear of all mortgages,
liens,  pledges,  security  interests,  changes,  claims,  restrictions  and
encumbrances  of  any  nature  whatsoever  (except  for  Assumed  Liability).

          (c)     On  the terms and subject to the conditions of this Agreement,
at  the  Final  Closing,  the Buyer shall assume all of the Seller's obligations
under  the  Lease.

          (d)     The  Buyer  is  not acquiring, and the Seller shall retain all
rights,  title  and  interest  in  any  property, assets or rights not expressly
identified  as  Purchased  Assets  in  Section 1 (a) and (b), including, without
limitation  the  following  (collectively,  the  "Excluded  Assets");  (i)  all
deposits,  accounts,  investments  and funds maintained in any bank or financial
institution;  (ii)  all accounts; (iii) all leases and contracts not included in
Purchased  Assets;  (iv)  all  books  and  records  of the Seller, including all
personnel  and  employment  records  of  the  Seller;  (v) all rights to use the
telephone  numbers  of  the  Seller;  (vi)  all  treated wooden poles ("Finished
Inventory");  (vii)  any  and  all  sludge  or  other  hazardous collected waste
products at the Facility ("Waste"); and (viii) all claims, demands and causes of
action  against  third  parties.

          (e)     The  Purchased  Assets  shall  be  transferred  to Buyer on an
"as-is,  where-is"  basis,  and  without  any  warranty  as to condition, either
express  or  implied.

     Section  2.     Assignment  of  Lease  to  Leased  Real Property and Leased
                     -----------------------------------------------------------
Equipment.  (a)  At the Initial Closing, Seller shall assign to Buyer all of its
rights under that certain Lease Agreement effective July 1, 1988, by and between
the  Kemper  County  Economic  Development  Authority ("Kemper Co. EDA") and the
Kemper  County,  Mississippi  ("Kemper County") (collectively, the "Lessor") and
Kemper Pressure Treated Forest Products, Inc. ("Lessee") (the "Lease"), covering
all  real property and substantially all of the personal property used by Seller
in  connection  with  Seller's  Facility.  Seller  and Buyer agree to execute an
Assignment of Lease in substantially the form attached as Schedule (2)(a) hereof
(the  "Assignment  of  Lease").

          (b)     Prior  to  Final  Closing,  Seller  shall  obtain the Lessor's
consent  to  the  Assignment of Lease and to also provide Buyer with an estoppel
certificate executed by the Lessor, which consent and estoppel certificate shall
be  in substantially the form attached as Schedule 2(b) hereof (the "Consent and
Estoppel  Certificate").

     Section 3.     Assumed Liability. (a) At the Final Closing, the Buyer shall
                    -----------------
assume only the obligations and liabilities arising under the Lease, but only as
to  those obligations and liabilities which accrue on or after the Final Closing
Date  (the "Assumed Liability").  At the Initial Closing, the Buyer shall become
responsible  for  and shall pay the rental payments due under the Lease from and
after  the  Initial  Closing,  but  only  for that period of time that the Buyer
occupies  and  operates the Facility.  In the event of reversion of the Lease to
the Seller, as set forth in Section 12 hereof, Buyer shall have no liability for
rental  payments  under  the  Lease  after reversion of the Lease to the Seller.

          (b)     Except  as  to  the  Assumed  Liability,  the  Buyer shall not
assume,  and  shall not be deemed to assume, and the Seller shall hold the Buyer
harmless  and indemnify the Buyer against, any liabilities or obligations of the
Seller  arising  from  or  relating  to  the  ownership  of  or operation of the
Purchased  Assets  or  the Facility of the Seller which arises or accrues before
the  Initial  Closing  Date.

     Section  4.     Purchase  Price.  (a)  In  consideration  for  the sale and
                     ---------------
transfer  of the Purchased Assets, the Buyer shall pay the Seller at the Initial
Closing,  the  sum  of  $10,000.00  (the  "Initial  Payment").

          (b)     In  consideration  for  the sale and transfer of the Purchased
Assets,  free  and  clear  of all mortgages, liens, pledges, security interests,
changes,  claims, restrictions and encumbrances of any nature whatsoever (except
for Assumed Liability), the Buyer shall pay the Seller at the Final Closing, the
sum of $115,000.00 (the "Final Payment").  The total of $125,000.00 shall be the
total  purchase  price  (the  "Purchase  Price").

          (c)     In  consideration  for  the sale and transfer of the Purchased
Assets,  free  and  clear  of all mortgages, liens, pledges, security interests,
changes,  claims, restrictions and encumbrances of any nature whatsoever (except
for  Assumed  Liability),  and  subject  to  the  terms  and  conditions of this
Agreement,  at  Final  Closing,  the Buyer shall assume the obligation of Seller
under  the  Lease (which totals approximately $350,000.00 for the remaining term
of  the  Lease).

          (d)     In  consideration  for  the sale and transfer of the Purchased
Assets,  free  and  clear  of all mortgages, liens, pledges, security interests,
changes,  claims, restrictions and encumbrances of any nature whatsoever (except
for  Assumed  Liability),  and  subject  to  the  terms  and  conditions of this
Agreement.
          (e)     Seller  shall use all of the proceeds of the Purchase Price to
pay  claims  of  its creditors, and Buyer is authorized to issue joint checks or
take  such  other  actions  as it may deem appropriate to ensure compliance with
this  provision.

     Section  5.     Closings.     (a)  The  Initial Closing of the transactions
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described herein shall occur on or before October 9, 1997, (the "Initial Closing
Date")  at 10:00 a.m. in the offices of Butler, Snow, O'Mara, Stevens & Cannada,
PLCC  210  East  Capitol  Street,  17th  Floor  Deposit Guaranty Plaza, Jackson,
Mississippi,  or  at  such other date, time and location as Buyer and Seller may
agree  (the  "Initial  Closing").

          (b) The Final Closing of the transactions described herein shall occur
on  or  before October 31, 1997, (the "Final Closing Date") at 10:00 a.m. in the
offices  of  Butler,  Snow,  O'Mara,  Stevens  & Cannada, PLLC, 210 East Capitol
Street,  17th  Floor  Deposit  Guaranty  Plaza, Jackson, Mississippi, or at such
other  date,  time  and  location  as  Buyer  and  Seller  may agree (the "Final
Closing").  Buyer  shall  have the unilateral option to extend the Final Closing
Date  for  up  to  an  additional  three  hundred  sixty (360) days, in its sole
discretion.  Furthermore,  the  parties  agree  that  the  Final  Closing may be
extended  thereafter  by  mutual  agreement  of  Buyer  and  Seller.

     Section  6.     Items  to  be  Delivered  at  Initial  Closing and at Final
                     -----------------------------------------------------------
Closing.     (a)  At the Initial Closing and subject to the terms and conditions
hereof:
               (1)     Seller  shall  deliver  to  Buyer  the following: (i) the
Assignment  of  Lease for the Leased Real Property and the Leased Equipment; and
(ii)  a  bill  of  sale  and  certificates  of  title  (as  appropriate) for the
Equipment,  Inventory,  Vehicles, Permits, and Other Assets in a form reasonably
satisfactory  to  Buyer  and its counsel, as shall be necessary and effective to
transfer  and  assign,  and  vest  in,  Buyer  all  of Seller's right, title and
interest  in  and  to  the Purchased Assets.  Simultaneously with such delivery,
Seller shall take all steps as may be required to put Buyer in actual possession
and  control  of  the  Purchased  Assets.

               (2)     Buyer shall deliver to Seller the Initial Payment portion
of  the  Purchase  Price  in  accordance  with  Section  3  hereof.
          (b)     At  the  Final Closing and subject to the terms and conditions
hereof:
               (1)     Seller  shall  deliver  to  Buyer  the following: (i) the
Consent  and Estoppel Certificate required by Section 10(c) hereto; and (ii) the
Closing  Certificate  required  by  Section  10(a)  hereto.
               (2)     Buyer  shall  deliver to Seller the Final Payment portion
of  the  Purchase  Price  in  accordance  with  Section  3  hereof.

     Section  7.     Further  Assurances.  Seller,  from  time to time after the
                     -------------------
Initial  Closing  or  the  Final  Closing,  at  Buyer's  request,  will execute,
acknowledge  and  deliver  to the Buyer such other instruments of conveyance and
transfer  and  will  take such other  actions and execute and deliver such other
documents, certifications and further assurances as Buyer may reasonably require
in  order  to  vest  more  effectively  in  Buyer, or to put Buyer more fully in
possession  of,  any  of  the  Purchased  Assets,  or  to better enable Buyer to
complete,  perform or discharge any of the liabilities or obligations assumed by
Buyer  at the Final Closing.  Each of the parties hereto will cooperate with the
other and execute and deliver to the other parties hereto such other instruments
and documents and to take such other actions as may be reasonably requested from
time  to  time by any other party hereto as necessary to carry out, evidence and
confirm  the  intended  purposes  of  this  Agreement.

     Section  8.     Representations  and  Warranties  of  Seller. Seller hereby
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represents  and  warrants  to  Buyer  as  follows:

          (a)     Corporate  Existence.  Seller is a corporation duly organized,
                  --------------------
validly  existing  under  the  laws  of  the State of Mississippi and is in good
standing  with  the  Secretary  of  State  of  Mississippi.
          (b)     Corporate  Powers;  Authorization:  Enforceable  Obligations.
                  ------------------------------------------------------------
Seller  has  the  corporate power, authority and legal right to execute, deliver
and  perform this Agreement.  Seller has taken all requisite corporate action to
authorize  the  execution  and  delivery  of the Agreement and the Assignment of
Lease  and  the  performance  of its obligations thereunder.  This Agreement has
been duly executed, and the other agreements, documents and instruments required
to  be  delivered  by  Seller  in  accordance  with  the  provisions  hereof
(collectively,  the  "Seller's  Documents")  will be duly executed and delivered
immediately  after the execution of this Agreement on behalf of Seller by a duly
authorized  officer  of Seller, and this Agreement constitutes, and the Seller's
Documents  when  executed  and  delivered  will constitute, the legal, valid and
binding  obligations of Seller and enforceable against Seller in accordance with
their  respective  terms.

          (c)     Validity  of  Contemplated  Transactions.  The  execution  and
                  ----------------------------------------
delivery  of  the  Agreement  and  the Assignment of Lease by the Seller and the
performance by the Seller of its obligations thereunder do not (i) conflict with
the  articles  of  organization  or by-laws of the Seller, (ii) conflict with or
violate,  in  any  material  respect,  any  statute, law or governmental rule or
regulation  or  any order, writ, injunction, judgment or decree of any court, or
(iii)  conflict  with  or result in a breach of or constitute a default under or
result  in  the  creation of any mortgage or lien upon the property or assets of
the  Seller  pursuant  to,  any  material deed of trust, loan agreement or other
agreement or instrument to which the Seller is a party or by which the Seller or
any  of  the  Leased  Property  may  be  bound.

          (d)     No  Third  Party  Options.  There  are no existing agreements,
                  -------------------------
options, commitments or rights with, or to any person to acquire any of Seller's
assets,  properties  or  rights  which  are  part of the Purchased Assets or any
interests  therein.

          (e)     No Tax Liens.  There are no tax liens (other than any lien for
                  ------------
current  taxes  not  yet  due and payable) on any of the assets or properties of
Seller.  Seller  has  no knowledge of any basis for additional assessment of any
taxes  which will in any manner result in a lien against the Purchased Assets or
be  imposed on the transfer to be consummated in accordance with this Agreement.

          (f)     Title  To Properties. Seller has or will have at Final Closing
                  --------------------
good,  valid and marketable title to all the Purchased Assets, free and clear of
all mortgages, liens, pledges, security interests, changes, claims, restrictions
and other encumbrances and defects of title of any nature whatsoever, except for
the  encumbrances  of  the  Lessor  under  the  Lease.

          (g)     No Claims Against Seller; Quiet Enjoyment of Purchased Assets.
                  -------------------------------------------------------------
Within fifteen (15) days of the Initial Closing, Seller shall deliver to Buyer a
list  of all of its liabilities and obligations, whether or not accrued, and all
claims  asserted  against  it,  including,  but  not  limited  to the following:
promissory  notes,  accounts  payable,  guaranties,  contract  claims, claims of
employees,  shareholders,  officers,  or  directors, governmental claims, or any
other  claim  which  may threaten the quiet enjoyment of the Purchased Assets by
the  Buyer  (collectively,  the  "Claims").  Prior  to Final Closing, all Claims
shall  be  satisfied  or  resolved  to  the  satisfaction  of  the  Buyer.

          (h)     Condition  of  Tangible Assets.  All Equipment and other items
                  ------------------------------
of  tangible  property  and  assets included in the Purchased Assets are in good
operating condition and repair subject to normal wear and maintenance are usable
in  the  regular  and  ordinary course of business and conform to all applicable
laws,  ordinances,  codes,  and  rules  and  regulations.

          (i)     Compliance  With  Law.  Seller  has compiled with each, and is
                  ---------------------
not  in  violation of any, law, ordinance, or governmental or regulatory rule or
regulation,  whether  federal,  state,  local  or  foreign to which the included
assets  are  subject  (the  "Regulations").

          (j)     Litigation.  No  litigation,  including  any  arbitration,
                  ----------
investigation  or  any  other  proceeding  of  or before any court arbitrator or
governmental  or  regulatory  official,  body or authority is pending or, to the
best  knowledge  of  Seller,  threatened  against Seller or which relates to the
Purchased Assets or the transactions to be consummated according to the terms of
this Agreement, nor does Seller know of any reasonably likely basis for any such
litigation,  arbitration, investigation or proceeding, the result of which could
materially,  adversely  affect  the  Purchased  Assets or the transactions to be
consummated  according to the terms of this Agreement.  Seller is not a party to
or  subject to the provision of any judgment, order, writ, injunction, decree or
a  ward of any court, arbitrator or governmental or regulatory official, body or
authority which may materially and adversely affect the initial Purchased Assets
or  the transactions to be consummated according to the terms of this Agreement.

          (k)     Labor Relations.  Seller agrees to notify all of its employees
                  ---------------
who are engaged at or in connection with the operation of the Facility that they
will be terminated from the employment of the Seller effective as of the Initial
Closing  Date  (the  "Seller's  Terminated  Employees").  Thereafter,  Buyer may
interview  Seller's Terminated Employees and other for positions as employees of
the  Buyer,  either  on  a temporary or regular basis.  At or before the Initial
Closing, Seller shall terminate the employment of all its employees effective as
of  the  Initial Closing Date.  Effective as of the Initial Closing, Buyer shall
have the right to offer employment to such Seller's Employees, on such terms and
conditions  as  Buyer  shall  in  its  sole  discretion determine.  Seller shall
reasonably  cooperate  with  Buyer  regarding  Buyer's  offers  of  employment
contemplated by this Section.  Seller shall remain liable for the payment to the
Seller's  Employees  hired  by Buyer for all wages, severance benefits and other
obligations  of  any  kind  whatsoever  which  accrue prior to or at the Initial
Closing.
     Seller  shall  be  liable  to  Seller's  Employees who are not subsequently
employed  by  Buyer  for  all wages, severance and other obligations of any kind
whatsoever,  whether  earned or accrued before or after the Initial Closing, and
Seller  shall  hold Buyer harmless from and indemnify Buyer against, any and all
liabilities (including, without limitation, any severance or unemployment pay or
benefits,  whether  contractual  or  statutory)  to Seller's employees which may
accrue  or  become payable as a result of any transaction or matter contemplated
by  this  Agreement,  including  without  limitation,  the  termination  of  the
employment of Seller's employees as of the Initial Closing, the failure of Buyer
to  offer  continued  employment to any or all of Seller's employees employed on
the  Initial Closing Date, the failure of Seller's employees to receive adequate
notice  of  the  transactions contemplated by this Agreement, and the failure of
Buyer  to  employ  any  of  such  employees,  except  for  claims that Buyer has
discriminated  in  its  employment  practices.

          (l)     Employee  Benefit Plans.  The consummation of the transactions
                  -----------------------
contemplated  by  this Agreement will not entitle any current or former employee
or  officer  of  the  Facility  to  severance  pay,  sick  pay,  vacation  pay,
unemployment  compensation  or  any  other  payment from the Buyer, but any such
obligations  shall  be  those  of  Seller.

          (m)     Environmental  Matters.  All  references to the Seller in this
                  ----------------------
Section  8(m)  refer  only to the Purchased Assets and to the Seller's ownership
and  operation  of the Facility on or at the Leased Real Property and not to the
Seller's  activities  unrelated  to  the  Purchased  Assets  or  to the Facility
conducted  other  than  on  or  at  the  Leased  Real  Property.  Seller  is  in
compliance  with  applicable environmental laws, including the possession by the
Seller  of all Permits required under applicable environmental laws.  Seller has
received  no  notice  of violation or administrative proceedings relating in any
way  to  any  environmental laws, and there is not environmental claim, civil or
criminal  litigation  pending  or, to the Seller's knowledge, threatened against
the  Seller  relating  in  any  way  to  environmental  laws.  The Seller is not
potentially  responsible  with  respect  to any investigation or clean-up of any
threatened  or  actual  release  of  any hazardous materials (whether on-site or
off-site).  Seller  has  disclosed  to  Buyer any improperly buried or discarded
wastes  or  other environmental violations with respect to the Facility of which
Seller  knows  or  has  reason  to  know.

     Section  9.     Representation  and  Warranties  of  Buyer.
                     ------------------------------------------
          (a)     Corporate  Existence.  Buyer  is  a  limited liability company
                  --------------------
duly organized, validly existing and in good standing under the law of the State
of  Mississippi.

          (b)     Corporate  Powers;  Authorization;  Enforceable  Obligations.
                  ------------------------------------------------------------
Buyer  has  the power, authority and legal right to execute, deliver and perform
this  Agreement.  The  execution,  delivery and performance of this Agreement by
Buyer has been duly authorized by all necessary company and member action.  This
Agreement has been, and the other agreements, documents and instruments required
to  be delivered by Buyer in accordance with the provisions hereof (the "Buyer's
Documents") will be, duly executed and delivered immediately after the execution
of  this  Agreement,  where appropriate, on behalf of Buyer by a duly authorized
officer of Buyer, and this Agreement constitutes, and the Buyer's documents when
executed and delivered will constitute, the legal, valid and binding obligations
of  Buyer  and  enforceable  against  Buyer  in accordance with their respective
terms.
          (c)     Validity  of  Contemplated  Transactions.  The  execution,
                  ----------------------------------------
delivery  and  performance  of  this  Agreement  by  Buyer does not and will not
violate,  conflict  with,  in  any  material way, or result in the breach of any
material  term,  condition  or provision of, or require the consent of any other
person  under,  (a)  any  existing  law,  ordinance,  or  governmental  rule  or
regulation to which Buyer is subject, (b) any judgment, order, writ, injunction,
decree, or work of any court, arbitrator or governmental or regulatory official,
body  or authority which is applicable to Buyer, or (c) any agreement, contract,
commitment,  plan  or  other  instrument,  document  or  understanding,  oral or
written,  to  which  Buyer is a party by which Buyer may have rights or by which
any  of  the  Purchased  Assets may be bound or affected, or give any party with
rights  thereunder  the right to terminate, modify, accelerate, otherwise change
the  existing  rights  or  obligations  of  Buyer  thereunder.

          (d)     Subject  to  the  terms  and  conditions of this Agreement, at
Final  Closing, Buyer shall assume obligations and liabilities arising under the
Lease for the Leased Real Property and the Leased Equipment described above, but
only  as  to  those  obligations  and  liabilities  which accrue on or after the
Initial  Closing  Date.

          (e)     Between the Initial Closing and the Final Closing, Buyer shall
conduct  all  due  diligence  necessary to confirm the condition of the tangible
assets.

     Section  10.     Conditions  to  Buyer's  Obligations  to  Close.  All
                      -----------------------------------------------
obligations  of  Buyer  under  this  Agreement are subject to the fulfillment or
satisfaction,  prior to or at Final Closing, of each of the following conditions
precedent:
          (a)     Compliance  With  This Agreement.  Seller shall have performed
                  --------------------------------
and  complied  in  all  material  respects  with  all  agreements and conditions
required by this Agreement to be performed or complied with by it prior to or at
the  Final  Closing.
          (b)     Representations  and Warranties as of Final Closing.  Each and
                  ---------------------------------------------------
every  one  of  the  representations  and warranties of Seller contained in this
Agreement  or  in  any  schedule, certificate or document delivered by Seller to
Buyer pursuant to the provisions hereof is materially correct on the date hereof
and  will  be  materially  correct  on  the  date  of  Final  Closing.
          (c)     Consents and Approvals.  Buyer shall have received the Consent
                  ----------------------
and  Estoppel Certificate executed by Lessor required by the Assignment of Lease
executed  by  Seller  and  Buyer,  dated  October  9,  1997.
          (d)     Economic  Incentives.  This  Agreement is conditioned upon and
                  --------------------
subject  to  Buyer's  obtaining the following economic incentives prior to Final
Closing.
               (i)     An  Inducement  Resolution  of  the  Mississippi Business
Finance  Corporation  ("MBFC")  including  Buyer  into financing satisfactory to
Buyer,  through  an  industrial  development  revenue  bond  issue  under  the
Mississippi  Small  Business  Financing  Act  and the Rural Economic Development
Assistance  Program  ("Bonds"),  Sections  57-10-201  et. seg. and 57-10-401 et.
                                                      --  ---                --
seg., respectively, of the Mississippi Code of 1972, as amended ("Code") for the
Purchased  Assets  and  an  expansion  thereof  proposed by the Buyer ("Proposed
Expansion");
               (ii)     A  Resolution  of  the  Board  of  Supervisors of Kemper
County,  Mississippi ("Board"), satisfactory to Buyer's legal counsel, approving
of  and  consenting  to  the  granting  to  the Buyer of any ad valorem real and
personal property tax exemption for the  Purchased Assets and Proposed Expansion
by  the  MBFC  under  Sections 57-10-255 and 57-10-439 of the Code in connection
with  issuance  by  the  MBFC  of  the  Bonds;  and
               (iii)     A  Resolution  of  Intent of the Board, satisfactory to
Buyer's  legal  counsel,  declaring  the intention and agreement of the Board to
grant  the  following  ad  valorem  real and personal property tax exemptions to
Buyer  for  the  Purchased  Assets  and  Proposed  Expansion:
                    (a)     A  manufactured  products  inventory
exemption  under  Section  27-31-7  of  the  Code:
                    (b)     A  free  port  warehouse  inventory
exemption  under  Section  27-31-51  et.  seg.  of  the  Code;  and

                    (c)     A  new  enterprise/expansion  exemption
under  Sections  27-31-101  et.  seg.  of  the  Code.

          (e)     Closing  Certificate.  Buyer shall have received a certificate
                  --------------------
from  Seller  dated  the  date  hereof, and certifying in such details Buyer may
reasonably  request  that  the  conditions specified in this Agreement have been
fulfilled.
          (f)     Liability and Casualty Insurance.  Seller shall cooperate with
                  --------------------------------
any  claim asserted by Buyer under any liability insurance policy held by Seller
of  any of its predecessors at the Final Closing in title.  Seller shall provide
Buyer  with  a  schedule  of  prior  liability insurance policies.  Seller shall
maintain  casualty  insurance  on  the  Purchased  Assets  until  the earlier of
November 30, 1997 or the Final Closing Date, and Buyer shall reimburse Seller on
or  before November 30, 1997 for the pro rata cost of such insurance provided by
Seller.
          (g)     Approval  of  Counsel;  Corporate  Matters.  All  actions,
                  ------------------------------------------
proceeding,  resolutions,  instruments  and documents required to carry out this
Agreement or incidental hereto in all other related legal matter shall have been
approved  by  counsel  for  Buyer,  in  the exercise of its reasonable judgment.
Seller  shall  also  have  delivered to Buyer such other documents, instruments,
certifications  and  further  assurances as such counsel reasonably may require.

          (h)     Power  of  Attorney.  Seller  shall  have  executed a Power of
                  -------------------
Attorney, in a form satisfactory to counsel for Buyer, in favor of Thomas Gibbs,
its  vice  president  ("Gibbs"),  by  which  Seller  grants  Gibbs the power and
authority  to  execute  such  documents  as  may  be  necessary, appropriate, or
required  to  consummate  the  transactions  contemplated  by  this  Agreement.

          (i)     Removal  of  Waste.  Prior to Final Closing, Seller shall have
                  ------------------
removed  all  hazardous and nonhazardous waster at the Facility as determined by
an  inspection  conducted  by  the  Buyer.
          (j)     Cost of Selling, Transferring, or Treating Finished Inventory.
                  -------------------------------------------------------------
Seller  shall  reimburse  Buyer  for all costs and expenses incurred by Buyer in
handling,  treating  or  transporting  the  Finished  Inventory  for the Seller.

     Section  11.     Conditions  to  Obligations  of  Seller  to  Close.  All
                      --------------------------------------------------
obligations  of  Seller  under  this Agreement are subject to the fulfillment or
satisfaction,  prior  to  or  at  the  Final  Closing,  of each of the following
conditions  precedent:

          (a)     Representations  and  Warranties  as  of  Final  Closing.  The
                  --------------------------------------------------------
representations  and  warranties  of  Buyer  contained  in this Agreement or any
schedule,  certificate  or document delivered by Buyer to Seller pursuant to the
provisions  hereof  are  materially  correct  on  the  date  hereof  and will be
materially  correct  on  the  date  of  Final  Closing.

          (b)     Compliance  With  This  Agreement.  Buyer shall have performed
                  ---------------------------------
and  complied  in  all  material  respects  with  all  agreements and conditions
required by this Agreement to be performed or complied with by it prior to or at
the  Final  Closing.

     Section  12.     Reversion.  If  all  the  conditions  to Final Closing set
                      ---------
forth  in  Section  10  above have not been satisfied within the specified time,
then,  at the option of the Buyer, if it appears that the Final Closing will not
occur  because  the conditions precedent thereto cannot reasonably be satisfied,
the  Lease  shall  revert  to  the  Seller  and  Buyer  shall reassign the Lease
(including  the Leased Real Property and the Leased Equipment) to the Seller and
shall reconvey to Seller, without any warranty or representation whatsoever, the
remainder  of the Purchased Assets in substantially the same condition as of the
Initial  Closing  Date,  reasonable  wear  and tear and ordinary casualty losses
excepted,  and  Buyer shall have no further liability whatsoever to Seller or to
any  third party with respect to this Agreement or the transactions contemplated
hereby.

     Section  13.     Termination;  Remedies  for  Breach.
                      -----------------------------------
          (a)     If all the conditions to Final Closing set forth in Section 10
above  shall  have  been satisfied and Buyer fails to consummate the purchase of
the  Purchased  Assets  by the Final Closing Date, the Seller may terminate this
Agreement  by  written  notice  to  Buyer  and Buyer shall reassign the Lease to
Seller and Seller thereafter may sell all or any portion of the Purchased Assets
to  any  third  party  or  parties free of any restrictions under the Agreement.
Seller  shall have such additional remedies against Buyer for Buyer's failure to
perform  as  may  be available at law or in equity to Seller, including specific
performance  and  other  rights  granted  under  this  Agreement.
          (b)  If  all  the  conditions set forth in Section 11 above shall have
been  satisfied, and Seller fails to consummate the sale of the Purchased Assets
by  the Final Closing Date, then Buyer shall be entitled to all remedies against
Seller  for  Seller's failure to perform as may be available at law or in equity
to  Buyer,  including  specific performance and all other rights granted by this
Agreement.
          (c)  If all the conditions set forth in Section 10 above have not been
satisfied  by Seller at or prior to the Final Closing Date, then, at its option,
the  Buyer  shall  be  entitle  to  terminate this Agreement without any further
obligation to the Seller, or Buyer may bake such curative actions to satisfy the
conditions  set  forth  in  Section  10  above, except for costs associated with
Buyer's  efforts  to obtain inducement resolutions, deduct the cost thereof from
the  Purchase  Price,  and proceed to close the transaction contemplated by this
Agreement.

     Section  14.     Seller's  Indemnity.  Seller  covenants  and  agrees  to
                      -------------------
indemnify  and  hold  harmless  the  Buyer,  its officers, directors, employees,
agents,  advisers,  representatives  and  Affiliates  (collectively,  the "Buyer
Indemnities")  from and against, and pay or reimburse the Buyer Indemnities for,
any  and  all claims, liabilities, obligations, losses, fines, costs, royalties,
proceedings,  deficiencies or damages (whether absolute, accrued, conditional or
otherwise  and  whether  or  not  resulting  from third party claims), including
out-of-pocket  expenses and reasonable attorneys' and accountants' fees incurred
in  the investigation or defense of any of the same or in asserting any of their
respective  rights  hereunder  (collectively, "Losses") incurred after the Final
Closing,  resulting  from  or  arising  out  of:
          (a)  any material inaccuracy of any representation or warranty made by
Seller  herein  or in any exhibit or schedule hereto, or in any other statement,
certificate or document furnished or to be furnished to Buyer pursuant hereto or
in  connection  with  the  transactions  contemplated  hereby;  or
          (b)  any  failure  of  any Seller to perform any covenant or agreement
hereunder.  Such  indemnity  obligations  of  Seller  to Buyer for Losses may be
collected only by offset under any obligation otherwise owed to Seller or any of
its affiliates, related parties, or principals by Buyer or any of its affiliates
or  related  parties.

     Section 15.     Taxes.  Seller shall pay all federal, state and local taxes
                     -----
(whether  income,  sales or otherwise), if any, due as a result of the purchase,
sale  or transfer of the Purchased Assets in accordance herewith whether imposed
by  law  on  Seller  or  Buyer  and  Seller  shall indemnify, reimburse and hold
harmless  Buyer in respect of the liability for payment of or failure to pay any
such  taxes  or  the  filing  of  or  failure  to  file  any reports required in
connection  therewith.

     Section  16.     Confidential  Information.  The  specific  details of this
                      -------------------------
Agreement  shall  be kept confidential by the parties and shall not be disclosed
to  any third party, except as is necessary to consummate this transaction or as
may  be  required  by  law  or  as  the  parties  may  agree  may  be disclosed.

     Section  17.     Cooperation.  Seller agrees to cooperate with Buyer and to
                      -----------
take  such  actions  and  to  execute  such  documents  as  may  be necessary or
appropriate  to  carry  out  the  intent of this Agreement and to effectuate the
transactions  contemplated  hereby.

     Section  18.     Arbitration.  Any  dispute  arising  out of or relating to
                      -----------
this  Agreement  or  its  breach  shall  be  settled by arbitration under and in
accordance  with  the  rules  of  the  American  Arbitration  Association.  The
arbitration shall be held in Jackson, Mississippi.  The arbitrator's decision in
such arbitration will be final, binding and non-appealable and judgment upon the
award  rendered  by  the  arbitrator  may  be  entered  in  any  court  having
jurisdiction.  This  Agreement  to arbitrate shall not prevent either party from
applying  to  the  state  or  federal  courts  of  Mississippi  for  a temporary
restraining order, preliminary injunction, or other equitable relief to preserve
the  status  quo  or  prevent  irreparable  harm.

     Section  19.     Expenses.  Except  otherwise  provided  in this Agreement,
                      --------
each  party  hereto  shall pay its own expenses incidental to the preparation of
this  Agreement,  the  carrying  out of the provisions of this Agreement and the
consummation  of  the  transactions  contemplated  hereby.

     Section  20.     Binding  Effect.  Subject  to the foregoing, all the terms
                      ---------------
and  provisions  of  this  Agreement  shall  be  binding upon and in your to the
benefit  of and be enforceable by the successor and assigns of Seller and Buyer.
     Section  21.     Notices.  Any  notice,  request,  demand  waiver, consent,
                      -------
approval  or  other communication which is required or permitted hereunder shall
be  in  writing  and  shall  be  deemed  given  only  if hand-delivered, sent by
certified  or  registered  mail,  postage  prepaid, or by telecopier as follows:
     If  to  Seller:     Kemper  Pressure  Treated  Forest
                         Products,  Inc.
                         c/o  Farnsworth  Gray
                         1250  24th  Street,  N.W.,  Suite  300
                         Washington,  D.C.  20037
                         Attention:  Brian  L.  Sorrentino,  President
                         Telecopier:  (301)  540-6447


     with  a  copy  to:  Mr.  Shawn  Mitchell
                         12530  Newton  Street
                         Broomfield,  CO  80020
                         Telecopier:  (303)  464-9422

     If  to  Buyer:      Electric  Mills  Wood  Preserving,  LLC
                         Rt.  Box  514  Hwwy  .  45  South
                         Scooba,  MS.  39358
                         Attention:  President

     with  a  copy  to:  Mr.  Stephen  W.  Rosenblatt
                         Butler,  Snow,  O'Mara,  Stevens
                         &  Cannada,  PLLC
                         Post  Office  Box  22567
                         Jackson,  MS  39225-2567
                         Telecopier:  (601)  949-4555

Any  notice  required  or  permitted  to be given under this Agreement or by law
shall  be  deemed  given on the first business day after it is hand-delivered or
sent by telecopy or on the third business day after it is mailed by certified or
registered  mail.  Either  party may change its address for notice purposes by a
notice  sent  in  the above manner, with such change effective for notices given
after  fifteen  (15)  days  following  the effective date thereof (or such later
effective  date  as  is  therein  specified).

     Section  22.     Mississippi  Law  to  Govern.  This  Agreement  shall  be
                      ----------------------------
governed  by  and  interpreted  and  enforced in accordance with the substantive
internal  law  of  the  State of Mississippi without regard to conflicts of law.
     Section  23.     Headings,  Gender.  All section headings contained in this
                      -----------------
Agreement  are  for  convenience  and reference only, do not form a part of this
Agreement  and shall not affect in any way the meaning or interpretation of this
Agreement.  Words  used herein, regardless of the number and gender specifically
used,  shall  be  deemed  and construed to include any other number, singular or
plural,  and  any other gender, masculine, feminine, or neutered, as the context
requires.

     Section  24.     Schedules  and  Exhibits.  All  exhibits  and  schedules
                      ------------------------
referred to herein are intended to be and hereby are specifically made a part of
this  Agreement.

     Section  25.     Severability.  Any provision under this Agreement which in
                      ------------
invalid  or unenforceable in any jurisdiction shall be ineffective to the extent
of  such  invalidity  or  unenforceability  without  invalidating  or  rendering
unenforceable  the  remaining  provisions  hereof,  any  such  invalidity  or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

     Section 26.     Counterparts.  This Agreement may be executed in any number
                     ------------
of  counterparts  and any party hereto may execute any such counterpart, each of
which  when  executed and delivered shall be deemed to be an original and all of
which  counterparts  taken  together  shall  constitute  but  one  in  the  same
instrument.  This  Agreement  shall become binding when one or more counterparts
taken  together shall have been executed and delivered by the parties.  It shall
not  be necessary in making proof of this Agreement or any counterpart hereof to
produce  or  account  for  any  of  the  other  counterparts.

     Section  27.     Complete  Understanding;  Parties  in  Interest.  This
                      -----------------------------------------------
Agreement sets forth the entire understanding of the parties hereto with respect
to  the  transactions  contemplated hereby.  It shall not be amended or modified
except  by  written instrument duly executed by each of the parties hereto.  Any
and  all  previous  agreements  and  understandings between or among the parties
regarding  the  subject matter hereof, whether written or oral, or superseded by
this  Agreement.


     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date  of  first  above  written.


                         ELECTRIC  MILLS  WOOD  PRESERVING,  LLC
                         By:__________________________
                              Lloyd  W.  Docter
                         Title:  Vice  President


                         KEMPER  PRESSURE  TREATED  FOREST  PRODUCTS,
                         INC.

                         By:__________________________
                              Brian  L.  Sorrentino
                         Title:  President