Exhibit 10.18











                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                                  SERVAAS, INC.

                                       AND

                             USRR ACQUISITION CORP.
















                            DATED: DECEMBER 29, 2000


<PAGE>


                                TABLE OF CONTENTS

I     DEFINITIONS

II    BASIC TRANSACTION

2.1 Sale and Purchase of Stock .............................................   3
2.2 Consideration ..........................................................   3
2.3 Transaction at Closing .................................................   3

III   OTHER COVENANTS AND AGREEMENTS

3.1 Due Diligence ..........................................................   4
3.2 Ordinary Course ........................................................   4
3.3 No Transfer ............................................................   4
3.4 Liens ..................................................................   4
3.5 No Capital Expenditures ................................................   4
3.6 Compensation ...........................................................   4
3.7 Dividends ..............................................................   5
3.8 Consents ...............................................................   5
3.9 Preservation of Business ...............................................   5
3.10 Employees .............................................................   5
3.11 Bank One Indebtedness .................................................   5
3.12 Noncompetition Agreements .............................................   5

IV    REPRESENTATIONS AND WARRANTIES OF SELLER AND USRR

4.1 Ownership; Corporate Organization; Good Standing ......................    5
4.2 Authority and Binding Effect ..........................................    6
4.3 No Violation ..........................................................    6
4.4 USRR Stock ............................................................    6
4.5 Financial Statements ..................................................    6
4.6 No Undisclosed Liabilities ............................................    7
4.7 Funded Debt ...........................................................    7
4.8 Seller Debt ...........................................................    7
4.9 Personal Property .....................................................    7
4.10 Real Property and Leaseholds .........................................    8
4.11 Inventory ............................................................    9
4.12 Accounts Receivable ..................................................    9
4.13 Intangible Property ..................................................   10
4.14 Contracts ............................................................   10
4.15 Environmental Matters ................................................   11
4.16 Insurance ............................................................   12
4.17 Customers and Suppliers ..............................................   13
4.18 Litigation; Compliance with Law ......................................   13
4.19 Tax Returns and Liabilities ..........................................   13
4.20 Employee Benefit Plans ...............................................   13
4.21 Labor Relations ......................................................   15
4.22 Brokers and Finders Fees .............................................   16
4.23 Confidential Information .............................................   16
4.24 Certain Transactions .................................................   16
4.25 Sufficiency of Assets ................................................   16
4.26 Employee Health and Safety ...........................................   16
4.27 Disclosure ...........................................................   16

V     REPRESENTATIONS AND WARRANTIES OF BUYER

5.01 Corporate Organization; Good Standing ................................   17
5.02 Authority and Binding Effect .........................................   17
5.03 No Violation .........................................................   17
5.04 Brokers and Finders Fees .............................................   17

VI    CONDITIONS TO BUYERS OBLIGATIONS

6.01 Representations True; Obligations to Perform .........................   17
6.02 Litigation ...........................................................   18
6.03 Consents and Approvals ...............................................   18
6.04 Opinion of Counsel ...................................................   18
6.05 Financing ............................................................   18
6.06 USRR Stock ...........................................................   18
6.07 SerVaas Payable ......................................................   18
6.08 Bank One .............................................................   18
6.09 Noncompetition Agreements ............................................   18
6.10 Releases; Resignations ...............................................   18
6.12 Due Diligence ........................................................   19
6.11 Real Estate Title ....................................................   19

VII.     CONDITIONS TO THE SELLER'S OBLIGATIONS

  7.1   Representations and Warranties True; Obligations to Perform .....     19
  7.2   Consideration ...................................................     19
  7.3   Litigation ......................................................     19
  7.4   Consent and Approval ............................................     19
  7.5   Opinion of Counsel for Buyer ....................................     19

VIII.    INDEMNIFICATION

  8.1       Indemnification by Seller and SerVaas ...................         20
  8.2       Seller's Tax Indemnification ............................         20
  8.3       Buyer's Indemnification .................................         21
  8.4       Notice and Opportunity to Defend ........................         21

IX.      Miscellaneous

   9.1         Entire Agreement ...................................           22
   9.2         Modifications and Waivers ..........................           22
   9.3         Counterparts .......................................           22
   9.4         Governing Law ......................................           23
   9.5         Headings ...........................................           23
   9.6         Exhibits ...........................................           23
   9.7         Severability .......................................           23
   9.8         Notices ............................................           23
   9.9         Further Assurances .................................           24
   9.10        Announcements ......................................           24
   9.11        Expenses ...........................................           24
   9.12        Survival of Representations ........................           24
   9.13        Specific Performance ...............................           24
   9.14        Assignment .........................................           25




<PAGE>


                             SCHEDULES AND EXHIBITS

Exhibit 3.12 Non-Competition Agreements
Exhibit 2.2(u) Seller Note ($1,750,000)

Schedule 7.5 Opinion of Counsel Schedule 4.1 Good Standing Certificates Schedule
4.3 Violations Schedule 4.5 Financial Statements Schedule 4.6 Undisclosed
Liabilities Schedule 4.9 Personal Property Schedule 4.10 Real Property and
Leaseholds Schedule 4.11 Inventory Schedule 4.12 Accounts Receivable Schedule
4.13 Intangible Property Schedule 4.14 Contracts Schedule 4.15 Environmental
Matters Schedule 4.16 Insurance Schedule 4.17 Customers and Suppliers Schedule
4.18 Litigation Schedule 4.19 Tax Returns and Liabilities Schedule 4.20 Employee
Benefit Plans Schedule 4.21 Labor Relations Schedule 4.23 Confidential
Information Schedule 4.24 Certain Transactions Schedule 4.26 Employee Health and
Safety Schedule 6.4 Opinion of Counsel Schedule 7.5 Opinion of Counsel for Buyer



<PAGE>


                            STOCK PURCHASE AGREEMENT

          This Stock Purchase Agreement ("Agreement" )is made and entered into
as of the 29th day of December, 2000, by and between SerVaas, Inc. ("Seller"),
and USRR Acquisition Corp. ("Buyer"), and is effective simultaneous with the
Transactions contemplated herein. Beurt SerVaas ("SerVaas") joins this Agreement
for the purposes of Section IX and 3.12 hereof

          Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the USRR Stock (as defined below) according to the terms and conditions
of this Agreement.

          Therefore, in consideration of the premises and of the mutual
agreements, representations, warranties and covenants contained herein, Seller
and Buyer agree as follows:

I.   DEFINITIONS.  When used in this Agreement, the following terms, in addition
     to the other  capitalized  terms,  which are specifically  defined in other
     sections of this Agreement, have the following meanings:

         "Accounts Payable" means all trade accounts payable of USRR determined
         in accordance with GAAP and reflected on the books and records of USRR,
         but excluding any other accrued liabilities.

          "Accounts Receivable" means all accounts receivable of USRR determined
          in accordance with GAAP and reflected on the books and records of
          USRR.

          "Affiliate" of any Person, means any Person directly or indirectly
          controlling, controlled by or under common control with such Person,
          and includes any Person who is an officer, director or employee of
          such Person and any Person that would be deemed to be an "Affiliate"
          of such Person, as that term is defined in Rule 12b-2 of the General
          Rules and Regulations under the Securities Exchange Act of 1934, as
          amended.

          "Bank One" means Bank One, Indiana, National Association.

          "Bank One Indebtedness" means bank loans, exclusive of MIBFC loans,
          owed by USRR to Bank One in the current principal amount of $200,000.

          "Cash Consideration" means the sum of Five Million Two Hundred Fifty
          Thousand United States Dollars (US$5,250,000) in immediately available
          funds.

          "Closing" means the closing of the transactions contemplated by this
          Agreement, which shall occur at 10:00 a.m. local time, on the Closing
          Date at the offices of Stephen Plopper & Associates, Bank One Tower,
          111 Monument Circle, Suite 3670, Indianapolis, Indiana, or at such
          other place and time as Seller and Buyer may mutually agree upon.

         "Closing Date" means December 28, 2000, or such other date as may
         hereafter be mutually agreed to by the Buyer and Seller.

         "Code" means the Internal Revenue Code of 1986, as amended.

          "GAAP" means generally  accepted United States  accounting  principals
          applied on a consistent basis.

         "Hazardous Substances" means any hazardous or toxic substance or waste,
         pollutant, or contaminant, including petroleum products, asbestos, PCBs
         and radioactive materials.

         "Inventory" means all raw materials through work-in-process to finished
         goods determined in accordance with GAAP and reflected on the books and
         record of USRR.

         "Laws"(whether or not capitalized) means all constitutions, statutes,
         rules, regulations, ordinances and similar concepts promulgated by any
         governmental authority.

         "Letter of Intent" means the letter of intent by and between Obsidian
         Capital Company, LLC and SerVaas, Inc., dated August 23, 2000.

         "Liens" means (i) in respect of any assets other than a security, any
         lien, charge, claim, security interest, conditional sale agreement,
         mortgage, security agreement, option or other encumbrance; and (ii) in
         respect of any security, any of the foregoing and, in addition, any
         adverse claim or restriction on voting.

         "MBFC" means the Mississippi Business Finance Corporation.

         "MBFC Financing" means indebtedness of USRR to MIBFC pursuant to that
         certain Loan Agreement dated November 1, 1991, and related documents
         related to a loan in the original principal amount of One Million Five
         Hundred Thousand Dollars ($1,500,000) with a current principal loan
         balance of $200,000.

         "Parties" means collectively Seller, Buyer and USRR.

         "Person" means an individual, a corporation, a partnership, an
         association, a trust or other entity or organization.

         "Seller Note" means the promissory note payable by Buyer to Seller in
         the original principal amount of One Million Seven Hundred Fifty
         Thousand United States Dollars (US$1,750,000) in the form of Exhibit
         "2.2(u)" attached hereto. The Seller Note is secured by a pledge of
         Buyer's capital stock.

         "Shares" means USRR stock and is used interchangeably herein.

         "Taxes" means any federal, state, provincial, local and foreign income,
         payroll, withholding, excise, sales, use, license, lease, personal and
         other property, use and occupancy, business and occupation, mercantile,
         real estate, gross receipts, employment, windfall profits, social
         security, disability, transfer, registration, value-added, estimated,
         capital stock and franchise, goods and services, health, social
         services and education taxes; and other tax of any kind whatsoever,
         including interest, penalties and fines on any of the foregoing,
         whether or not disputed.

          "Transaction" means the sale of the Shares by Seller to Buyer and the
          execution and delivery of all certificates, covenants, agreements,
          indemnifications, representations and warranties related and ancillary
          thereto.

          "USRR" means U.S. Rubber Reclaiming, Inc., an Indiana corporation.

         "USRR Stock" means all of the issued and outstanding capital stock of
         USRR together with all rights of any nature whatsoever to acquire
         capital stock of USRR.

II.      BASIC TRANSACTION.

         2.1      Sate and Purchase of Stock. At the Closing, Seller will sell
                  and convey to Buyer, and Buyer will purchase and accept from
                  Seller, the USRR Stock.

         2.2      Consideration.

                    (i)  Amount. As consideration for the Shares, Buyer will pay
                         Seller the sum of Seven Million  United States  Dollars
                         (US$7,000,000) (the "Purchase Price").

                    (ii) Deliveries  by Buyer.  Buyer shall deliver the Purchase
                         Price by (a) payment of the Cash  Consideration  in the
                         sum of Five Million Two Hundred Fifty Thousand  Dollars
                         ($5,250,000)  and (b) a  Seller  Note in the  principal
                         amount of One  Million  Seven  Hundred  Fifty  Thousand
                         Dollars  ($1,750,000),  in the form attached  hereto as
                         Exhibit 2.2(u).

         2.3      Transactions at Closing. At the Closing, Seller shall sell,
                  transfer, convey, assign and deliver to Buyer, against payment
                  of the Purchase Price therefore, a certificate or certificates
                  representing the Shares free and clear of all liens and
                  encumbrances, duly endorsed in blank or accompanied by a
                  proper instrument of assignment duly endorsed in blank, and
                  shall deliver to Buyer such other documents, instruments,
                  certificates and endorsements as are required by this
                  Agreement to be delivered by Seller. Buyer shall deliver to
                  Seller in addition to the Purchase Price such other documents,
                  instruments and certificates as are required by this Agreement
                  to be delivered by Buyer.

III.     OTHER COVENANTS AND AGREEMENTS.

         From the date of the Letter of Intent to Closing, Seller, USRR and
Buyer have covenanted and agreed whether in writing or otherwise and as of
Closing, they hereby confirm the following:

         3.1      Due Diligence. Seller has afforded Buyer and its
                  representatives reasonable access to USRR's records and
                  properties and has furnished Buyer and its representatives
                  such financial and other information with respect to USRR as
                  was requested. No investigation by Buyer or its
                  representatives of USRR affects any of the representations and
                  warranties made by Seller and USRR herein, it being expressly
                  agreed that Buyer shall have the right to rely solely on the
                  representations and warranties set forth in this Agreement.
                  Buyer has kept confidential all information so received and
                  has used its best efforts to ensure that its agents, lenders,
                  and representatives keep confidential all such information,
                  provided that Buyer may disclose any such information to the
                  extent required by any court, government agency, or authority
                  of the United States.

         3.2      Ordinary Course. Except as disclosed on the Schedules hereto,
                  Seller has caused USRR to carry on its business diligently in
                  the ordinary and regular course, and in the same manner as
                  heretofore conducted, and Seller has not allowed USRR to
                  engage in any transaction or activity, or enter into any
                  agreement or make any commitment, except in the ordinary and
                  regular course of business.

         3.3      No Transfer. Except as disclosed on the Schedules hereto, USRR
                  has not sold or conveyed, or agreed to sell or convey, any
                  material assets other than the sale of finished goods
                  inventory and/or excess equipment in the ordinary course of
                  business.

         3.4      Liens. Contemporaneously with the Closing, Seller will cause
                  to be released all liens on USRR's assets in favor of Bank
                  One. Further, Buyer is assuming the MBFC Financing and Buyer
                  shall make provision satisfactory to Bank One's counsel that
                  the Liens related to the MBFC Financing shall be released at
                  such time as MIBFC Bond Counsel approves in the alternative
                  substitute security or a Bond payoff as adequate to protect
                  its Bond Holders until maturity. In addition, Seller will
                  cause the release of any other liens of USRR's assets, other
                  than liens evidencing Capital Leases.

         3.5      No Capital Expenditures. Seller has not allowed USRR to commit
                  to any capital expenditures, nor make any capital
                  expenditures, except for commitments or expenditures within
                  existing operating or capital budgets or otherwise disclosed
                  to Buyer on the Schedules hereto.

         3.6      Compensation. Except as disclosed on the Schedules hereto,
                  Seller has not allowed USRR to make any increase in the
                  compensation payable by USRR to any officer, employee or
                  agent, nor has Seller allowed USRR to make any bonus payment
                  to (except pursuant to existing plans), grant any stock option
                  to, or enter into any employment or consulting agreement with,
                  any officer, employee or agent.

         3.7      Dividends. USRR has not declared or paid any dividends or made
                  any distributions with respect to any class of its capital
                  stock, except for the dividend-in-kind of inventory previously
                  disclosed to Buyer.

         3.8      Consents. Seller has obtained all consents, approvals, and
                  other agreements, which are required for the due and punctual
                  consummation of the Transaction contemplated by this
                  Agreement.

         3.9      Preservation of Business. Seller has caused USRR to use its
                  best efforts to promote, develop, and preserve its
                  relationships with its vendors, suppliers, employees,
                  customers, and others having business relations with it.

         3.10     Employees.  USRR has not terminated any of its key employees
                  prior to Closing.

         3.11     Bank One Indebtedness. At Closing, Seller will cause all
                  indebtedness of USRR to Bank One to be paid in full from
                  sources other than the assets of USRR; Seller's Notes Payable
                  owed to USRR shall be satisfied in full at Closing by the
                  transfer of Closing Proceeds to USRR by Seller sufficient to
                  satisfy Seller's Notes Payable and such Closing Proceeds shall
                  be applied by USRR to the repayment of the Bank One
                  Indebtedness.

         3.12     Noncompetition  Agreements.  Seller and SerVaas,  will enter
                  into  Noncompetition  Agreements  with USRR in form attached
                  hereto as Exhibit "3.12."

IV.      REPRESENTATIONS AND WARRANTIES OF SELLER and USRR.

         Seller and USRR hereby, jointly and severally represent and warrant to
Buyer as follows:

         4.1      Ownership: Corporate Or2anization: Good Standin2. Except as
                  set forth on Schedule 4.1, Seller (i) is the sole beneficial
                  and record owner of the Shares and such Shares are free and
                  clear of any Lien or encumbrance; and (ii) has full legal
                  right, power, capacity and authority to enter into this
                  Agreement and to sell the Shares to Buyer, without the need
                  for the consent of any other Person; and (iii) Seller is a
                  corporation duly organized, validly existing, and in good
                  standing under the laws of Indiana and has the corporate power
                  to enter into this Agreement and to carry out the transactions
                  contemplated hereby. USRR is a corporation duly organized,
                  validly existing, and in good standing under the laws of
                  Indiana and USRR is duly qualified to do business and is in
                  good standing as a foreign corporation in the State of
                  Mississippi and in each jurisdiction in which the properties
                  owned or leased or the nature of the business conducted by it
                  makes such qualification necessary. USRR has not received
                  notice or other communication from any governmental body or
                  agency where it is not qualified to do business to the effect
                  that it should be so qualified to do business; and (iv) an
                  Officer's Certificate with true and complete copies of the
                  Articles of Incorporation, By-Laws and Good Standing
                  Certificates of each of Seller and USRR are attached hereto as
                  Schedule 4.1.

         4.2      Authority and Binding Effect. The execution, delivery and
                  performance of this Agreement and all documents contemplated
                  hereby by Seller and USRR have been duly authorized by all
                  requisite corporate and shareholder actions of Seller and
                  USRR; and this Agreement and all documents and instruments
                  contemplated to be hereby executed by Seller and USRR
                  constitute and will constitute the legal, valid and binding
                  obligations of each of Seller and USRR enforceable against
                  Seller and USRR in accordance with their respective terms.

         4.3      No Violation. Except as set forth on Schedule 4.3, neither the
                  execution and delivery of this Agreement nor the consummation
                  by the Seller of the Transactions contemplated hereby will (i)
                  cause any default in or contravene any provision of the
                  Articles of Incorporation or Bylaws of the Seller or USRR or
                  any indenture, lease or other material contract to which the
                  Seller or USRR is bound, and none of such actions will result
                  in acceleration, or any similar right of any party, under any
                  material agreement to which Seller or USRR is a party, (ii)
                  result in the creation of any liens or encumbrances upon the
                  Shares or any assets of USRR, or (iii) result in the loss of
                  any rights of or creation of any obligations of USRR. (iv)
                  Neither the execution nor delivery of this Agreement nor the
                  consummation by Seller of the transactions contemplated hereby
                  will constitute a violation of any judgment, decree, order,
                  regulation or rule of any court or governmental authority or
                  any statute or law. (v) No consent, approval or authorization
                  of any third party is required in connection with the
                  execution, delivery and performance of this Agreement by the
                  Seller that will not have been obtained by the Closing.

         4.4      USRR Stock. The authorized equity securities of USRR consist
                  of One Thousand (1,000) shares of common stock, no par value,
                  of which One Thousand (1,000) shares are issued and
                  outstanding and constitute the Shares. Seller is and will be
                  on the Closing Date the record and beneficial owner and holder
                  of 100% of the USRR Stock. The Shares have been duly
                  authorized and validly issued and are fully paid and
                  nonassessable. USRR has not authorized or issued any other
                  share of any class of its capital stock or any securities
                  exchangeable for or convertible into any such shares or any
                  options, rights, or other agreements giving a person the right
                  to acquire any such shares. Seller will transfer and convey to
                  Buyer title to the Shares free and clear of all liens and
                  encumbrances, and as of Closing these will be no restrictions
                  on Seller's right to transfer the Shares to Buyer as set forth
                  in this Agreement.

         4.5      Financial Statements. Except as specifically set forth on
                  Schedule 4.5, the books of account and related records of USRR
                  fairly reflect in reasonable detail its assets, liabilities
                  and transactions in accordance with GAAP. Schedule 4.5
                  attached hereto consists of copies of the following financial
                  statements (including the notes thereto) of USRR, (such
                  financial statements and the notes thereto being hereinafter
                  referred as the "Financial Statements"): The Balance Sheet,
                  Statements of Income and Retained Earnings, and Cash Flow
                  Statements for the year ended December 31, 1999, as audited by
                  May & Company; and the unaudited Balance Sheet, Cash Flow
                  Statement, Statement of Earnings and schedules of trucking
                  expenses, variable costs, GS&A and fixed factory costs for the
                  period ending November 30, 2000 prepared by USRR (the
                  "November Balance Sheet").

                  The Financial Statements: (i) are substantially correct and
                  complete and in accordance with the books and records of USRR;
                  (ii) fairly present the financial condition, assets and
                  liabilities of USRR as of their respective dates and the
                  results of USRR operations and changes in financial position
                  for the periods covered thereby; (iii) have been prepared in
                  accordance with GAAP. All referenced in this Agreement to the
                  "1999 Balance Sheet" shall mean the Balance Sheet of USRR as
                  of December 31, 1999 included in the Financial Statements. All
                  references in this Agreement to the "November Balance Sheet"
                  shall mean the Balance Sheet of USRR as of November 30, 2000
                  included in the Financial Statements.

         4.6      No Undisclosed Liabilities. Except as disclosed on Schedule
                  4.6, USRR has no liability or obligation of any nature,
                  whether due or to become due, absolute, contingent or
                  otherwise, except (1) to the extent fully reflected as a
                  liability on the November Balance Sheet; (ii) liabilities
                  incurred in the ordinary course of business since the November
                  Balance Sheet date that are consistent in character and amount
                  with those incurred in the past, and that are fully reflected
                  as liabilities on the USRR books of account; (iii) contractual
                  obligations arising under materials contracts and (iv)
                  liabilities which have otherwise specifically disclosed on the
                  Schedules to this Agreement.

         4.7      Funded Debt. As of the date hereof, the aggregate principal
                  amount owed by USRR to Bank One Indianapolis is $3,546,972.03
                  (the "Bank One Indebtedness"), and the aggregate principal
                  amount owed to MBFC pursuant to the MBFC Financing is
                  $200,000. USRR has no other debt except for trade payables
                  arising in the ordinary course of business consistent with
                  past experience. The principal amount owed to Bank One and
                  MBFC on the Closing Date shall not exceed the amounts set
                  forth in the first sentence of this subsection.

         4.8      Seller Debt. As of the date hereof, the aggregate principal
                  amount owed by Seller to USRR is $2,868,576.55. The principal
                  amount owed to USRR by Seller on the Closing Date shall not
                  exceed the amount set forth in the first sentence of this
                  subsection.

         4.9      Personal Property. Schedule 4.9 contains a list of all
                  tangible property of USRR, except as disclosed on Schedule 4.9
                  hereto, USRR has good and valid title to all of its tangible
                  personal property and assets reflected on the November Balance
                  Sheet (except those disposed of in the ordinary course of
                  business since the November Balance Sheet date) and all
                  tangible personal property and assets acquired since the
                  November Balance Sheet date, free and clear of any lien,
                  except (i) minor imperfections of title, none of which,
                  individually or in the aggregate, materially detracts from the
                  value or impairs the use of the affected properties or impairs
                  the operations of USRR; and (ii) liens for current Taxes not
                  yet due and payable. All tangible personal property and assets
                  which are consigned or leased to USRR and are used in the
                  operations of the business are listed on Schedule 4.9 hereto.
                  Except as disclosed on Schedule 4.9 hereto, USRR owns and has
                  in its possession all tangible personal property used or which
                  has been used within the twelve months preceding the date
                  hereof in the conduct of its business, except for inventory
                  and other assets disposed of in the ordinary course of
                  business consistent with past practice. Except as specifically
                  noted in Schedule 4.9 hereto, the machinery and equipment of
                  USRR is in good operable order.

         4.10     Real Property and Leaseholds.

                    (i)  Except as disclosed on Schedule 4.10 hereto,  USRR owns
                         no fee  interest,  leasehold  interest or other  right,
                         title or  interest  whatsoever  in any  real  property.
                         Schedule  4.10  hereto  contains  a true,  correct  and
                         complete  list of all  real  estate  properties  owned,
                         leased,  subleased,  licensed or otherwise  occupied by
                         USRR and  separately  indicates  the  nature  of USRR's
                         interest therein.  Except as set forth on Schedule 4.10
                         hereto,  no other person has any oral or written right,
                         agreement  or option to  acquire,  lease,  sublease  or
                         otherwise  occupy  all  or any  portion  of  such  real
                         property.  USRR has  received no written or oral notice
                         of assessment  for public  improvements  against any of
                         the real properties,  which remains unpaid, and, to the
                         best of USRR and Seller's knowledge, no such assessment
                         has been  proposed.  There is no pending  condemnation,
                         expropriation,  imminent domain, or similar  proceeding
                         affecting  all or  any  portion  of  any  of  the  real
                         properties  and to  the  best  knowledge  of  USRR  and
                         Seller, no such proceeding is contemplated.

                    (ii) Except as disclosed on Schedule  4.10 hereto,  (a) USRR
                         has good  marketable and insurable  legal and equitable
                         fee simple title to the real property owned by USRR and
                         (b) leasehold  title to the property leased pursuant to
                         the leases (the  "Leased Real  Property")  in all cases
                         free and clear of any and all liens, exceptions, items,
                         encumbrances, easements, restrictions and other matter,
                         either of record or not of record, which could prohibit
                         or  adversely   interfere  with  Buyer's  use  of  such
                         property,  (c) no  material  default  or breach  exists
                         under any of the covenants,  conditions,  restrictions,
                         rights of way or  easements,  if any,  affecting all or
                         any  portion  of the  real  property,  (d) the  current
                         zoning or other administrative  permission for the USRR
                         facility  permits  the  operator  of such  property  to
                         utilize the property  for the reclaim of butyl  rubber.
                         Neither Seller nor USRR has made any  application for a
                         rezoning  of  any  of  the  real  properties,  has  any
                         knowledge  of any  proposed  or  pending  change to any
                         zoning affecting and of the real properties, or has any
                         knowledge  of  any  expropriation  or  condemnation  or
                         similar proceeding pending or threatened against any of
                         the real properties or any part of the real properties.

                    (iii)All utilities,  including without  limitation,  potable
                         water sewer ,gas, electric, telephone, and other public
                         utilities and all storm water drainage  required by law
                         or necessary for the operation of the real  properties,
                         (a) either enter the real property  through open public
                         streets adjoining the real properties,  or if they pass
                         through  adjoining  private  land,  do so in accordance
                         with  valid  public or private  easements  or rights of
                         way, which will enure to the benefit of Buyer,  (b) are
                         installed,  connected and operating in good  condition,
                         and in compliance with all applicable laws,  including,
                         without  limitation,  the permanent  right to discharge
                         sanitary  waste  into  the  collector   system  of  the
                         appropriate  sewer  authority,  and (c) are adequate to
                         service the real  property  for its intended use in the
                         business as presently conducted thereon.

                    (iv) Except as set forth on  Schedule  4.10,  to the best of
                         USRR's  knowledge,  there are no  material  defects in,
                         mechanical  failure  of or damage  to the  improvements
                         located  on the  real  property,  including  the  roof,
                         structure,  soil,  walls,  heating,  air  conditioning,
                         ventilation,   plumbing,  electrical,   drainage,  fire
                         alarm, communications, security and exhaust systems and
                         their  component  parts,  or other  improvements  on or
                         forming  a part of the  real  properties,  all of which
                         have been constructed in good and workmanlike manner.

         4.11     Inventory. Except as disclosed on Schedule 4.11 hereto:

                    (i)  All  of  the  items  included  in  Inventory  of  USRR,
                         including  the  Inventories  reflected  on the November
                         Balance Sheet, and all similar items acquired since the
                         Balance Sheet Date, are valued at cost; and

                    (ii) All of the  items  included  in the  Inventory  of USRR
                         consist of items of a quality  and  quantity  usable in
                         the  ordinary   course  of  USRR's  business  within  a
                         reasonable period of time and at normal profit margins,
                         and  all of the  raw  materials  and  work  in  process
                         Inventory  of USRR can  reasonably  be  expected  to be
                         consumed in the  ordinary  course of business  within a
                         reasonable period of time; and

                    (iii)USRR has provided for adequate  reserves in  accordance
                         with GAAP with respect to excess Inventory of USRR; and

                    (iv) As of Closing  Date,  6,400,000  pounds of raw material
                         inventory  will be owned by Seller,  consigned to Buyer
                         and  be   subject  to  a  Supply   Agreement   executed
                         simultaneously herewith.

         4.12     Accounts Receivable. All of the Accounts Receivable of USRR
                  reflected on the November Balance Sheet and all Accounts
                  Receivable arising or existing after the Balance Sheet Date
                  represent amounts receivable for merchandise actually
                  delivered or services actually provided, have arisen in the
                  ordinary course of business, are not subject to any
                  counterclaims or offsets and have been billed and, except as
                  set forth on Schedule 4.12 hereto, are generally due within
                  sixty (60) days after such billing. All such receivables are
                  fully collectible in the normal and ordinary course of
                  business, except to the extent of a reserve in an amount not
                  in excess of the reserve for doubtful accounts reflected on
                  the November Balance Sheet. Schedule 4.12 hereto sets forth
                  (i) the total amount of Accounts Receivable of USRR
                  outstanding as of the November Balance Sheet Date and (ii) the
                  agings of such receivables based on the following schedule:
                  0-30 days; 31-60 days, 6 1-90 days, from the date of the
                  invoice therefore.

         4.13     Intangible Property. Schedule 4.13 attached hereto lists and
                  describes all intangible property utilized by USRR including
                  customer lists, patents, trademarks, trade names, trade
                  secrets, and copyrights. USRR owns, or has the sole and
                  exclusive right to use, all such intangible property, and the
                  consummation of the transactions contemplated hereby will not
                  alter or impair the use of any such rights by Buyer. No claims
                  have been asserted during the past five (5) years by any
                  person against the use by USRR of, or challenging or
                  questioning the validity or effectiveness of, any such
                  intangible property, and Seller does not know of any valid
                  basis for any such claim. The use of such intangible property
                  by USRR is not in violation of, and does not infringe any
                  patent, trademark, trade name, copyright, technology, know-how
                  or process, or other proprietary or trade rights of any third
                  party.

         4.14.    Contracts. Schedule 4.14 attached hereto lists and describes
                  all contracts to which USRR is a party that cannot be
                  terminated by USRR without penalty or liability on ninety (90)
                  days or less notice (the "Material Contracts"). Neither USRR
                  nor the other party thereto is in default under any such
                  contract. True and complete copies of the Material Contracts
                  or summaries of material oral agreements have been delivered
                  to Buyer prior to the date hereof Correct and complete copies
                  of all standard form sales orders, sales invoices and purchase
                  orders used by USRR have been delivered or made available to
                  Buyer prior to the date hereof

                  All Material Contracts to which USRR is a party or by which it
                  is bound are in full force and effect; and USRR has complied
                  with the provisions thereof and is not in default under any of
                  the terms thereof and no event has occurred that with passage
                  of time or the giving of notice, or both would constitute such
                  a default. Neither USRR nor Seller has received any written
                  claim from any other party to any material contract that USRR
                  has breached any obligations to be performed by it thereunder
                  to date, or is otherwise in default or delinquent of
                  performance thereunder, where the consequence of such breach
                  or default could reasonably be expected to have a material
                  adverse effect on the financial condition, business,
                  properties or prospects of USRR taken as a whole.

         4.15.    Environmental  Matters.  Schedule 4.15 includes  a list of all
                  environmental studies, site assessments and tests conducted at
                  USRR's facility within the last 5 years. Except as disclosed
                  on Schedule 4.15 hereto, and based upon knowledge  from
                  reasonable investigation and inquiry,

                    (i)  USRR  is  not  in  violation  of  any  Federal,  state,
                         regional or local statutory or common law,  regulation,
                         rule, order, ordinance, guideline, direction, policy or
                         notice,  relating to the  environment,  including those
                         relating  to  Hazardous   Substances  ("  Environmental
                         Laws").

                    (ii) USRR holds and is in compliance with all  environmental
                         permits,  certificates,  consent  or  other  settlement
                         agreements,  licenses,  approvals,   registrations  and
                         authorization  required  under all  Environmental  Laws
                         ("Environmental  Permits"),  and all such Environmental
                         Permits  are valid and in full  force and  effect.  All
                         such Environmental  Permits are listed on Schedule 4.15
                         hereto  and  any  that  are  not  transferable  are  so
                         designated.

                    (iii)No   consent,   approval   or   authorization   of,  or
                         registration  or filing with any Person,  including any
                         environmental   governmental  authority  or  regulatory
                         agency is,  required in  connection  with the execution
                         and delivery of this Agreement or the  consummation  of
                         the transactions contemplated hereby.

                    (iv) No  notice,  citation,  summons  or order is  currently
                         issued or outstanding, no complaint is currently filed,
                         and no investigation or review is pending or threatened
                         by any  governmental or other entity:  (a) with respect
                         to any alleged  violation by USRR of any  Environmental
                         Law; or (b) with respect to any alleged failure by USRR
                         to have any  Environmental  Permit; or (c) with respect
                         to any use, possession, generation, treatment, storage,
                         recycling,  transportation  or  disposal  (collectively
                         "Management")  of  any  Hazardous  Substances  by or on
                         behalf of USRR.

                    (v)  Neither  Seller nor USRR have  received any request for
                         information,   notice  of  claim,   demand,   order  or
                         notification  that it or they are or may be potentially
                         responsible  with  respect  to  any   investigation  or
                         clean-up  of any  threatened  or actual  Release of any
                         Hazardous Substance.

                    (vi) USRR has not used, generated,  treated, stored for more
                         than 90 days,  recycled or  disposed  of any  Hazardous
                         Substances  on any  property now or  previously  owned,
                         operated  or  leased  by  USRR,  nor  has  anyone  else
                         treated,  stored  for more  than 90 days,  recycled  or
                         disposed of any  Hazardous  Substances  on any property
                         now or previously owned, operated or leased by USRR.

                    (vii)No  polychlorinated  biphenyls  or  asbestos-containing
                         materials  are or have been present at any property now
                         owned,  operated  or leased by USRR,  nor are there any
                         underground storage tanks, active or abandoned,  at any
                         property now owned, operated or leased by USRR.

                    (viii) Within  the last 120 days,  no  Hazardous  Substances
                         generated by USRR has been recycled,  treated,  stored,
                         disposed  of or  transported  by any entity  other than
                         those listed on Schedule 4.15 hereto.

                    (ix) No Hazardous  Substances managed by USRR has come to be
                         located  at any site  which is listed or  proposed  for
                         listing under  CERCLA,  CERCLIS or on any similar state
                         list, or at any site which is subject of Federal, State
                         or local  enforcement  actions or other  investigations
                         which  may lead to  claims  against  USRR or Buyer  for
                         clean-up  costs,  remedial  work,  damages  to  natural
                         resources or for personal injury claims, including, but
                         not limited to, claims under CERCLA.

                    (x)  No Hazardous  Substance has been Released at, on, about
                         or under  or is  present  in any  property  now  owned,
                         operated or leased by USRR.

                    (xi) No oral or written  notification of a Release or threat
                         of Release of a Hazardous  Substance  has been filed by
                         or on behalf of USRR or in relation to any property now
                         owned,  operated or leased by USRR. No such property is
                         listed or proposed for listing on the National Priority
                         List promulgated pursuant to CERCLA, or on CERCLIS.

                    (xii)There  are no  environmental  Liens  on any  properties
                         owned or leased by USRR and no government  actions have
                         been taken or are in process  or  pending  which  could
                         subject any of such properties to such Liens.

                    (xiii) No deed or other  instrument  of  conveyance  of real
                         property to USRR with respect to real  property  owned,
                         operated  or  leased  by  USRR  contains  a  notice  or
                         restriction   relating  to  the  actual  or   suspected
                         presence of Hazardous Substances.

                    (xiv)Sellers  know of no facts or  circumstances  related to
                         environmental  matters  concerning real property owned,
                         operated  or leased by USRR that  could  reasonably  be
                         expected  to lead to any future  environmental  claims,
                         against USRR or Buyer under current law.

                    (xv) There   have   been   no   environmental   inspections,
                         investigations,  studies,  audits,  tests,  reviews  or
                         other analyses conducted in relation to any property or
                         business  now owned,  operated  or leased by USRR which
                         have  not  been  provided  to  Buyer  prior to the date
                         hereof.

         4.16     Insurance. All policies of fire, liability, workers
                  compensation, life and all other forms of insurance owned or
                  held by USRR are set forth and fully disclosed on Schedule
                  4.16 hereto. All such polices are outstanding and in full
                  force and effect. The coverages provided by such policies are
                  reasonable in both scope and amount in light of the risks
                  attendant to the business of USRR, and are comparable to
                  companies in similar lines of business, and such insurance is
                  sufficient in the aggregate to cover all reasonably
                  foreseeable damage to and liabilities or contingencies related
                  to the conduct by USRR of its business. Except as set forth on
                  Schedule 4.16, there are no outstanding claims under such
                  policies and there are no outstanding unpaid and overdue
                  premiums under such policies.

         4.17     Customers and Suppliers. Except as described on Schedule 4.17,
                  there has not been any material adverse change in the business
                  relationship of USRR with any of its five (5) largest
                  customers or suppliers (in terms of sales or purchases) within
                  the last two (2) years.

         4.18     Litigation: Compliance with Law. Except as set forth in
                  Schedule 4.18 hereto, (i) USRR is not engaged in nor a party
                  to, or threatened with, any claim, controversy, legal action
                  or other proceeding, whether before a court, administrative
                  agency, or arbitral body; (ii) USRR has no claim, obligation,
                  liability, loss, damage or expense, of whatever kind or
                  nature, contingent or otherwise, incurred or imposed or based
                  upon any provision of federal, state or local law or
                  regulation or common law, pertaining to health, safety or
                  environmental protection and arising out of any act or
                  omission by USRR, its employees, agents or representatives;
                  (iii) no product liability claims are pending or threatened
                  against USRR; and (iv) Seller does not know of any valid basis
                  for any of the foregoing.

         4.19     Tax Returns and Liabilities. Except as disclosed on Schedule
                  4.19, USRR has (i) duly and timely filed in proper form all
                  tax returns for all taxes required to be filed with all
                  appropriate governmental authorities. (ii) All taxes due and
                  payable by USRR (or claimed to be due and payable) have been
                  paid (regardless whether tax returns relating to such taxes
                  have been duly and timely filed or if filed, regardless
                  whether such tax returns are deficient), except such amounts
                  as are being contested diligently and in good faith and are
                  not in the aggregate material and for which USRR has
                  adequately reserved in its Financial Statements. (iii) There
                  are no pending tax audits, claims or proceedings relating to
                  USRR. (iv) USRR has not agreed to any waiver or extension of
                  any statute of limitations relating to any tax. (v) All taxes
                  that USRR are required by law to withhold or collect have been
                  duly withheld or collected and have been timely paid over to
                  the appropriate Tax Authority.

         4.20     Employee Benefit Plans. Except as set forth on Schedule 4.20
                  hereto, USRR has not established or maintained or is obligated
                  to make contributions to or under or otherwise participate in
                  (i) any bonus or other type of incentive compensation or
                  expense reimbursement plan, program, contract or arrangement
                  or (ii) any employee benefit plan, fund or program described
                  in ss. 3.3 of the Employee Retirement Income Security Act of
                  1974, as amended ("ERISA"). USRR has made available to Buyer
                  true and complete copies of the documents for each plan,
                  program, contract, arrangement and fund disclosed on Schedule
                  4.20.


                    (iii)Neither  USRR  nor  any  other   employee  (an  "ERISA"
                         Affiliate")  that  is,  or at any  relevant  time  was,
                         together  with  USRR,  treated  as a "single  employer"
                         under  section  414(b),  414(c)  or 414(m) of the Code,
                         has,  at any  time on or  after  January  1,  1998  (a)
                         maintained  or  contributed  to  any  defined   benefit
                         pension  plan,  as defined  by Section  3(35) of ERISA,
                         that is or was  subject to Title IV of ERISA,  (b) been
                         required to contribute  to, or incurred any  withdrawal
                         liability,  within the meaning of Section 4201 of ERISA
                         to any multi-employer  pension plan, within the meaning
                         of Section 3(3 7) of ERISA or (c)  maintained any stock
                         purchase, stock ownership or stock option plan.

                    (iv) USRR and each of the Benefit  Plans,  are in compliance
                         in all material respects with the applicable provisions
                         of ERISA,  and those  provisions of the Code applicable
                         to the Benefit Plans. Each Benefit Plan has been timely
                         amended to properly  reflect the applicable  provisions
                         of  ERJSA  and  the  Code  and,  as  appropriate,  such
                         amendments  have been adopted so that they can be given
                         retroactive effect to any relevant effective date under
                         the Tax Reform Act of 1986.

                    (v)  Except as may be disclosed on Schedule 4.20 hereto, all
                         contributions  to, and payments from, the Benefit Plans
                         which may have been  required to be made in  accordance
                         with the Benefit Plans have been timely made.  All such
                         contributions  to the Benefits Plans,  and all payments
                         under the Benefit Plans, except those to be made from a
                         trust  qualified under Section 40 1(a) of the Code, for
                         any period  ending before the Closing Date that are not
                         yet,  but will  be,  required  to be made are  properly
                         accrued and reflected on the November  Balance Sheet or
                         are disclosed on Schedule 4.20 hereto.

                    (vi) Except  as  indicated  on  Schedule  4.20  hereto,  all
                         material  reports,  returns and similar  documents with
                         respect to the Benefit Plans  required to be filed with
                         any  government  agency or  distributed  to any Benefit
                         Plan  participant  have been duly and  timely  filed or
                         distributed.

                    (vii)USRR has  compiled  with the  notice  and  continuation
                         coverage  requirements of Section 4980B of the Code and
                         the regulations thereunder with respect to each Benefit
                         Plan that is, or was  during any  taxable  year of USRR
                         for which the statute of  limitations on the assessment
                         of federal  income taxes  remains  open,  by consent or
                         otherwise,  a group  health  plan within the meaning of
                         Section 5000(b)(1) of the Code.

                    (viii) Except as indicated on Schedule  4.20 hereto,  all of
                         the Benefit Plans which are pension  benefit plans have
                         received   determination   letters  from  the  Internal
                         Revenue  Service  to the  effect  that  such  plans are
                         qualified  and exempt from  federal  income taxes under
                         Section 40 1(a) and 50 1(a), respectively, of the Code,
                         as amended to comply with the applicable  provisions of
                         the  Tax  Reform  Act of  1986,  as  amended,  and  the
                         regulations    promulgated    thereunder;     and    no
                         determination  letter with  respect to any Benefit Plan
                         has  been  revoked  nor,  to the best of  Sellers'  and
                         USRR's   Company's   knowledge,   has  revocation  been
                         threatened, nor has any Benefit Plan been amended since
                         the date of its most recent determination letter in any
                         respect which would adversely affect its  qualification
                         or materially increase its cost.

                    (ix) Each of the Benefit Plans has been  administered at all
                         times, and in all material respects, in accordance with
                         its terms.

                    (x)  Except as indicated on Schedule 4.20 hereto,  there are
                         no pending  investigations  by any governmental  agency
                         involving  the  Benefit  Plans  and  no  threatened  or
                         pending claims (except for claims for benefits  payable
                         in the normal  operations of the Benefit Plans),  suits
                         or  proceedings  against any Benefit  Plan or asserting
                         any rights or claims to benefits under any Benefit Plan
                         which could give rise to any material  liability,  nor,
                         to the best of each  Seller's and USRR's  knowledge are
                         there any facts which  could give rise to any  material
                         liability  in  the  event  of any  such  investigation,
                         claim, suit or proceeding.

                    (xi) Neither the Benefit Plans, any ERISA Affiliate, Seller,
                         not any  employee  of the  foregoing,  nor  any  trusts
                         created thereunder,  nor any trustee,  administrator or
                         other fiduciary  thereof,  has engaged in a "prohibited
                         transaction"  (as such term is defined in Section  4975
                         of the  Code  or  Section  406 of  ERJSA)  which  could
                         subject any thereof to the tax or penalty on prohibited
                         transactions  imposed  by  such  Section  4975  or  the
                         sanctions imposed under Title I of ERISA.

                    (xii)Neither  USRR nor any ERISA  Affiliate  has incurred or
                         is  reasonably  likely  to  incur  any  liability  with
                         respect  to any  plan  or  arrangement  that  would  be
                         included   within  the  definition  of  "Benefit  Plan"
                         hereunder but for the date of this Agreement.

                    (xiii) Except as listed in Schedule 4.20 hereto,  no payment
                         which is or may be made by USRR or any ERISA Affiliate,
                         or from  any  Benefit  Plan,  to any  employee,  formed
                         employee,  director  or  agent  of  USRR  or any  ERISA
                         Affiliate  under the terms of any Benefit Plan,  either
                         alone or in conjunction with any other payment, will or
                         could be characterized  as an excess parachute  payment
                         under Section 280G of the Code.

                    (xiv)Neither  USRR  nor  any  ERISA   Affiliate   maintains,
                         contributes  to or  either  has or is likely to have an
                         material   liability  with  respect  to,  any  material
                         pension,   welfare,   bonus,   stock  purchase,   stock
                         ownership,   stock   option,   deferred   compensation,
                         incentive, severance, termination or other compensation
                         plan or arrangement,  or other material employee fringe
                         benefit plan which would be described in (i) above.

         4.21     Labor Relations. Except as set forth on Schedule 4.21, (i)
                  USRR is in compliance with all federal and state laws
                  respecting employment and employment practices, terms and
                  conditions of employment, and wages and hours, and is not
                  engaged in any unfair labor practice; (ii) there is no unfair
                  labor practice complaint against USRR pending before the
                  National Labor Relations Board; (iii) there is no labor
                  strike, dispute, slowdown, stoppage or other labor difficulty
                  actually pending or threatened against or involving or
                  affecting USRR; (iv) no union represents and no question
                  exists respecting whether any union represents the employees
                  of USRR; (v) no grievance or any arbitration proceeding is
                  pending and no claim therefore exists respecting the employees
                  of USRR; (vi) there is no collective bargaining agreement
                  which is binding on USRR; and (vii) USRR has not experienced
                  any labor stoppage, concerted activity or other labor
                  difficulty during the past five (5) years.

         4.22     Brokers and Finders Fees. Neither Seller nor USRR nor anyone
                  acting on their behalf has done anything to cause or incur any
                  liability to any party for any brokers or finders fees or the
                  like in connection with this Agreement or the transactions
                  contemplated hereby for which USRR or Buyer would have any
                  liability.

         4.23     Confidential Information. Except as set forth on Schedule
                  4.23, neither  Seller  nor USRR has  disclosed  to any third
                  party any information  of a  confidential  nature  with
                  respect  to USRR's business.

         4.24     Certain Transactions. Except as set forth on Schedule 4.24,
                  since November 30, 2000, USRR has not (i) paid any dividends
                  or made any other distributions to its shareholders, (ii) made
                  any sales or transfers of any material assets outside the
                  ordinary course of business, or (iii) otherwise conducted its
                  business outside the ordinary course.

         4.25     Sufficiency of Assets. USRR owns or otherwise has the right to
                  use all assets required for the continued conduct of its
                  business after the Closing in substantially the same manner as
                  conducted prior to the Closing.

         4.26     Employee Health and Safety. Except as disclosed on Schedule
                  4.26 hereto, and based upon reasonable investigation and
                  inquiry, to the best of Seller's knowledge, USRR has complied
                  with and is not in violation of any federal, state or local or
                  statutory common law, regulation, rule, ordinance or guideline
                  relating to employee health and safety.

         4.27     Disclosure. No representation or warranty by Seller and/or
                  USRR contained in this Agreement, and no statement,
                  certificate, schedule, list, exhibit, instrument or other
                  writing furnished or to be furnished by Seller and/or USRR
                  pursuant to the provisions hereof or in connection with the
                  transactions contemplated hereby, contains or will contain any
                  untrue statement of a material fact or omit or will omit to
                  state a material fact necessary in order to make the
                  statements contained herein or therein, in light of the
                  circumstances in which they were made, not misleading or
                  necessary to provide Buyer with adequate and complete
                  information as to USRR and its affairs.

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

          5.1  Corporate  Organization:  Good  Standing.  Buyer is a corporation
               duly organized,  validly existing, and in good standing under the
               laws of Indiana and has  qualified  as a foreign  corporation  to
               conduct  business in the State of Mississippi;  and Buyer has the
               corporate power to enter into this Agreement and to carry out the
               transactions contemplated hereby.

          5.2  Authority  and  Binding  Effect.  The  execution,   delivery  and
               performance   of  this   Agreement   and  the   other   documents
               contemplated  hereby  to be  executed  by Buyer  have  been  duly
               authorized  by all  necessary  corporate  action  on the  part of
               Buyer.  This  Agreement  has  been,  and  other  documents  to be
               executed  by Buyer  pursuant  hereto  will be,  duly and  validly
               executed  and  delivered  by  Buyer  and   constitute   and  will
               constitute,  as the case may be, the valid and binding obligation
               of Buyer,  enforceable  against  Buyer in  accordance  with their
               respective terms.

          5.3. No  Violation.   Neither  the  execution  and  delivery  of  this
               Agreement  nor the  consummation  by  Buyer  of the  transactions
               contemplated  hereby  will (i) cause any  default in or breach of
               any  provision  of the  Articles  of  Incorporation  or Bylaws of
               Buyer,  or any  indenture,  lease or other  material  contract to
               which  Buyer is bound,  and none of such  actions  will result in
               acceleration,  or any similar right of any party,  under any loan
               or other  agreement to which Buyer is a party,  or (ii) result in
               the creation of any  encumbrances  upon any of the  properties or
               assets of Buyer.  Neither  the  execution  nor  delivery  of this
               Agreement  nor the  consummation  by  Buyer  of the  transactions
               contemplated  hereby will constitute a violation of any judgment,
               decree,  order,  regulation or rule of any court or  governmental
               authority  or  any  statute  or  law.  No  consent,  approval  or
               authorization  of any third party is required in connection  with
               the  execution,  delivery and  performance  of this  Agreement by
               Buyer.

          5.4  Brokers and Finder Fees.  Neither  Buyer nor anyone acting on its
               behalf has done  anything to cause or incur any  liability to any
               party  including  Seller  and/or  USRR for any brokers or finders
               fees  or the  like  in  connection  with  this  Agreement  or the
               transactions contemplated hereby.

VI.  CONDITIONS TO BUYER'S  OBLIGATIONS.  The obligations of Buyer to consummate
     the  transactions  contemplated  by this Agreement and to purchase the USRR
     Stock are subject to the satisfaction,  on or prior to the Closing Date, of
     the following conditions, any and all of which may be waived in whole or in
     part by Buyer:

          6.1  Representations   True:   Obligations   to   Perform.   (i)   The
               representations  and  warranties of the Seller and USRR contained
               in this Agreement shall be true and correct at and as of the time
               of  the  Closing,   except  for  representations  and  warranties
               specifically  relating  to a time or times other than the time of
               the Closing  (which  shall be true and correct at such other time
               or times) and except for  changes  permitted  by this  Agreement,
               with the same  force and  effect as if made at and as of the time
               of  Closing;  (ii)  Seller  and USRR  shall  have  performed  and
               complied  with all  agreements  and  covenants  required  by this
               Agreement  to be  performed by Seller and USRR at or prior to the
               Closing;  and (iii) Seller and USRR shall have delivered to Buyer
               a  certificate,  signed by the  Presidents  of  Seller  and USRR,
               respectively, and dated the Closing Date, to all of such effects.

          6.2  Litigation.  No suit,  investigation,  action or other proceeding
               shall be pending or  threatened  against USRR,  Seller,  or Buyer
               before any court or  governmental  agency that, in the opinion of
               counsel for Buyer, could result in the restraint,  prohibition or
               the  obtaining  of  damages  or  other  relief  against  Buyer in
               connection  with  this  Agreement  or  the  consummation  of  the
               transactions contemplated hereby.

          6.3  Consents and  Approvals.  All consents and approvals  required by
               private parties or governmental  authorities  with respect to the
               transactions  contemplated  by this  Agreement  shall  have  been
               obtained.

          6.4  Opinion of  Counsel.  Buyer  shall have  received a  satisfactory
               opinion  from Susan Gard,  counsel to Seller and USRR,  dated the
               date of the Closing, addressing the matters set forth in Schedule
               6.4 hereto.

          6.5  Financing.  Buyer  shall  have  completed  arrangements  for  the
               financing of the Transactions contemplated hereby satisfactory to
               Buyer and Buyer shall have received the proceeds thereof

          6.6  USRR Stock.  Seller shall have  delivered  to Buyer  certificates
               representing the USRR Stock, duly endorsed in blank or with stock
               transfer powers attached, in form proper for transfer.

          6.7  SerVaas  Payable.  Seller  shall  have  paid in full to USRR  the
               indebtedness owed by Seller to USRR.

          6.8  Bank One. The Bank One Indebtedness  shall have been paid in full
               and Bank One shall  have  released  all  liens on  USRR's  assets
               except for liens related to the MBFC Financing.

          6.9  Noncompetition Agreements. Seller and SerVaas shall have executed
               Noncompetition Agreements in favor of USRR in the form of Exhibit
               3.12 and the sum of $5,000 of the Purchase  Price shall have been
               allocated to each of Seller and SerVaas as consideration  for the
               execution and delivery of the Non-Competition Agreements.

          6.10 Releases: Resignations. The releases and resignations of officers
               and directors of USRR, as requested  shall have been delivered in
               form satisfactory to Buyer.

          6.11 Real Estate  Title.  Seller shall have  delivered to Buyer,  in a
               form  satisfactory  to Buyer,  title  insurance  for USRR's  Real
               Estate in an amount  not less  than the  appraised  value of Real
               Estate and Improvements thereof.

          6.12 Due  Diligence.  Buyer shall be satisfied with the results of its
               financial, business, environmental and legal due diligence review
               of USRR and its assets.

VII. CONDITIONS TO THE SELLER'S  OBLIGATIONS.  The  obligations of the Seller to
     consummate the transactions  contemplated by this Agreement and to sell the
     USR.R  Stock to  Buyer  are  subject  to  satisfaction,  on or prior to the
     Closing  Date,  of the  following  conditions,  any and all of which may be
     waived by Seller:

          7.1  Representations and Warranties True:  Obligations to Perform. (i)
               The  representations  and  warranties of Buyer  contained in this
               Agreement  shall  be true  and  correct  at and as of the time of
               Closing,  except for representations and warranties  specifically
               relating to a time or times other than the time of Closing (which
               shall be true and correct at such other time or times) and except
               for changes permitted by this Agreement,  with the same force and
               effect  as if made at and as of the  time  of the  Closing;  (ii)
               Buyer shall have  performed or complied with all  agreements  and
               covenants  required by this Agreement to be performed by Buyer at
               or prior to the Closing;  and (iii) Buyer shall have delivered to
               the Seller a  certificate,  signed by the  Secretary of Buyer and
               dated the day of Closing, to all of such effects.

          7.2. Consideration.  Buyer shall have furnished the  consideration for
               the USRR Stock in accordance with Section 2.2 hereof;  and Seller
               have  received  from Bank One a release  of(i) the  Pledged  USRR
               Stock  and  (ii) the  SerVaas,  Inc.  guaranties  of the Bank One
               Indebtedness.

          7.3. Litigation.  No suit,  investigation,  action or other proceeding
               shall be threatened or pending  against  USRR,  Seller,  or Buyer
               before any court or  governmental  agency that, in the opinion of
               counsel for Seller, could result in the restraint, prohibition or
               the  obtaining  of  damages  or other  relief  against  Seller in
               connection  with  this  Agreement  or  the  consummation  of  the
               transactions contemplated hereto.

          7.4. Consents and  Approval.  All consents and  approvals  required by
               private parties or governmental  authorities  with respect to the
               transactions  contemplated  by this  Agreement  shall  have  been
               obtained.

          7.5. Opinion  of  Counsel  for Buyer.  Seller  shall  have  received a
               satisfactory opinion of Stephen Plopper & Associates,  counsel to
               Buyer,  dated the Closing Date,  addressing the matters set forth
               in Schedule 7.5 hereto.

VIII. INDEMNIFICATION.

          8.1  Indemnification by Seller and SerVaas.

               (i)  General. Seller and SerVaas,  jointly and severally,  hereby
                    indemnify and agree to hold Buyer harmless from, against and
                    in respect of, and shall on demand reimburse Buyer for:

                    (a)  Any and all losses, liabilities and damages suffered or
                         incurred   by   Buyer   resulting   from   any   untrue
                         representation,   breach  of   material   warranty   or
                         nonfulfillment of any material covenant or agreement by
                         Seller contained herein or in any certificate, document
                         or instrument  delivered to Buyer pursuant hereto or in
                         connection herewith;

                    (b)  Any and all losses, liabilities and damages suffered or
                         incurred  by Buyer or USRR  arising  out of events that
                         occurred  or  conditions  that  existed  prior  to  the
                         Closing Date and not disclosed in this Agreement;

                    (c)  Any  and  all  actions,  suits,  proceedings,   claims,
                         demands,  assessments,  judgments,  costs and expenses,
                         including, without limitation, legal fees and expenses,
                         incident  to  any  of  the  foregoing  or  incurred  in
                         investigating  or  attempting  to avoid  the same or to
                         oppose the  imposition  thereof,  or in enforcing  this
                         indemnity.

               (ii) General Indemnification Deductible. Seller and SerVaas shall
                    not be  obligated  to  indemnify  Buyer  pursuant to Section
                    8.1(i) for any Damages from any breaches of  Representations
                    and  Warranties  in  this  Agreement   (which  breaches  and
                    resulting  damages  shall  be  determined,  solely  for  the
                    purposes of this  Section 8.1 as though any  materiality  or
                    knowledge,   limitations   in   such   Representations   and
                    Warranties did not exists), unless the aggregate of all such
                    damages incurred by Buyer exceeds $50,000 (the  "Threshold")
                    in which event  Seller and  SerVaas  shall be liable for all
                    damages in excess of the Threshold;  provided, however, that
                    damages   recoverable   by   Buyer   for   beaches   of  the
                    Representation and Warranties contained in Section 4.1, 4.2,
                    4.3, and 4.4 shall not be subject to the Threshold and shall
                    be  paid  by  Seller  and/or  SerVaas  in  their   entirety.
                    Notwithstanding  the foregoing,  the Threshold  shall not be
                    available for (and Seller and SerVaas  shall be  responsible
                    for all damages  arising  out of) any willful  breach of any
                    Representation or Warranty in this Agreement.

          8.2  Seller's Tax Indemnification.  In addition to any indemnification
               provided in Section 8.1 hereto,  after the Closing  Date,  Seller
               shall indemnify, hold harmless and defend Buyer and USRR from and
               against  any  liability   with  respect  to  (i)  Seller's  Taxes
               (including, but not limited to, those Taxes arising on account of
               the sale of the Shares  hereunder);  (ii) USRR's Taxes attributed
               to or  appointed  to any period on or before the Closing  Date to
               the extent the  liability  therefore  exceeds the  liability  for
               USRR's  accrued Taxes  reflected in USRR's books of account as of
               the November Balance Sheet , as may be specifically identified in
               a schedule  of such Taxes to be  delivered  by Seller to Buyer on
               the Closing  Date,  and (iii) any liability  resulting  from USRR
               being liable for any Taxes of Seller or of any consolidated group
               of which USRR was a member prior to the Closing Date  pursuant to
               Treasury Regulations ss. 1.1502-6 or any analogous state or local
               tax  provision.  Seller shall pay such amounts as it is obligated
               to pay to Buyer under the preceding sentence within five business
               days after  payment of any  applicable  Tax liability by Buyer or
               USRR.

               Buyer and Seller  agree that any  indemnification  payments  made
               pursuant to this Section 8.2 shall be treated for tax purposes as
               an adjustment to Purchase  Price,  unless  otherwise  required by
               applicable law.

          8.3  Buyer's  Indemnification.  Buyer hereby  agrees to indemnify  and
               hold Seller  harmless from,  against and in respect of, and shall
               on demand reimburse Seller for:

               (i)  Any and all  losses,  liabilities  and  damages  suffered or
                    incurred by Seller resulting from any untrue representation,
                    breach of  warranty  or  nonfulfillment  of any  covenant or
                    agreement by Buyer contained  herein or in any  certificate,
                    document or instrument  delivered to Seller  pursuant hereto
                    or in connection herewith;

               (ii) Any and all  losses,  liabilities  and  damages  suffered or
                    incurred  by Seller by  reason  of the  operation  of USRR's
                    business by the Buyer following the Closing; and

               (iii)Any and all actions,  suits,  proceedings,  claims, demands,
                    assessments,   judgments,  costs  and  expenses,  including,
                    without limitation, legal fees and expenses, incident to any
                    of the foregoing or incurred in  investigating or attempting
                    to avoid the same or to oppose the imposition thereof, or in
                    enforcing this indemnity.

          8.4  Notice and Opportunity to Defend.

               (i)  Notice of Asserted Liability.  Promptly after receipt by any
                    party  hereto  (the  "Indemnitee")  of notice of any demand,
                    claim or circumstances  which, with the lapse of time, would
                    or  might  give  rise  to  a  claim  or a  commencement  (or
                    threatened  commencement)  to  any  action,   proceeding  or
                    investigation (an "Asserted Liability"),  that may result in
                    a loss,  the  Indemnitee  shall  give  notice  thereof  (the
                    "Claims   Notice")  to  the  party   obligated   to  provide
                    indemnification  pursuant to Sections  8.1,  8.2 or 8.3 (the
                    "Indemnifying  Party"). The Claims Notice shall describe the
                    Asserted  Liability in reasonable  detail and shall indicate
                    the  amount  (estimated  if  necessary  and  to  the  extent
                    feasible)  of the loss that has been or may be  suffered  by
                    the Indemnitee.

               (ii) Opportunity to Defend.  The Indemnifying  Party may elect to
                    compromise  or  defend,  at its own  expense  and by its own
                    counsel,  any Asserted  Liability and to prosecute by way of
                    counterclaim or third party complaint any claims arising out
                    of  or  relating   to  any   Asserted   Liability.   If  the
                    Indemnifying  Party  elects to  compromise  or  defend  such
                    Asserted  Liability,  it shall  within  thirty (30) days (or
                    sooner, if the nature of the Asserted Liability so requires)
                    notify the Indemnitee of its intent to do so, and Indemnitee
                    shall  cooperate,  at the expense of Indemnifying  Party, in
                    the  compromise  of,  or  defense  against,   such  Asserted
                    Liability.   If  the   Indemnifying   Party  elects  not  to
                    compromise  or defend  the  Asserted  Liability  or fails to
                    notify the  Indemnitee  of its election as herein  provided,
                    the Indemnitee  may pay,  compromise or defend such Asserted
                    Liability at the expense of the  Indemnifying  Party. If the
                    Indemnifying  Party  elects to defend an Asserted  Liability
                    but  contests  its  obligation  to  indemnify  against  such
                    Asserted  Liability,  the Indemnifying  Party shall carry on
                    such defense in good faith.  Notwithstanding  the foregoing,
                    neither the Indemnifying Party nor the Indemnitee may settle
                    or  compromise  any claim over the  objection  of the other;
                    provided,  however, that consent to settlement or compromise
                    shall not be  unreasonably  withheld;  and provided  further
                    that if the  Indemnifying  Party  contests its obligation to
                    indemnify   against  an  Asserted   Liability,   consent  to
                    settlement or  compromise  shall be withheld in the absolute
                    discretion of the Indemnitee.  In any event,  the Indemnitee
                    and the  Indemnifying  Party may  participate,  at their own
                    expense, in the defense of such Asserted  Liability.  If the
                    Indemnifying   Party  chooses  to  defend  any  claim,   the
                    Indemnitee  shall make available to the  Indemnifying  Party
                    any books,  records or other  documents  within its  control
                    that are necessary or appropriate for such defense.

IX.  MISCELLANEOUS.

          9.1  Entire  Agreement.  This  Agreement  (including  the exhibits and
               schedules)  contains all the terms and conditions  agreed upon by
               the parties with  respect to the subject  matter  hereof,  and no
               other  representations,  promises,  agreements or understandings,
               written or oral, made prior hereto or contemporaneously herewith,
               regarding the subject matter of this  Agreement,  shall be of any
               force or effect.

          9.2  Modifications and Waivers.  No change,  modification or waiver of
               any provision of this Agreement  shall be valid or binding unless
               it is in writing, dated subsequent to the date hereof, and signed
               by the party intended to be bound. No waiver of any breach,  term
               or condition of this Agreement by either party shall constitute a
               subsequent  waiver  of the  same  or any  other  breach,  term or
               condition.

          9.3  Counterparts.  This Agreement may be executed  simultaneously  in
               two or more  counterparts,  each of  which  shall  be  deemed  an
               original,  but all of  which  shall  constitute  one and the same
               instrument.

          9.4. Governing Law. This Agreement  shall be governed and construed in
               accordance  with the laws of the State of Indiana  applicable  to
               agreements made and to be performed entirely within such state.

          9.5  Headings. The headings used in this Agreement are for convenience
               only, shall not be deemed to constitute a part hereof,  and shall
               not be deemed to limit,  characterize  or in any way  affect  the
               provisions of this paragraph.

          9.6  Exhibits.  The exhibits an7d schedules are part of this Agreement
               as if fully set forth herein.

          9.7  Severability.  If any  provision  of this  Agreement  is invalid,
               those  portions  of this  Agreement  that are not  invalid  shall
               nevertheless   be  enforced,   unless  such   enforcement   would
               materially  alter the  relative  rights  and  obligations  of the
               parties.

          9.8  Notices. All notices,  requests,  demands or other communications
               required or permitted by this Agreement shall be in writing,  and
               delivery shall be deemed to be sufficient if delivered personally
               or by fax,  followed by  registered  or  certified  mail,  return
               receipt requested, postage prepaid, addressed as follows:

                  If to Buyer:

                           USRR Acquisition Corp.
                           Attention:  Chris Caniff
                           Bank One Tower
                           111 Monument Circle, Suite 3680
                           Indianapolis, Indiana 46204
                           Facsimile:  (317) 237-0137

                  With a copy to:

                           Stephen Plopper
                           Stephen Plopper & Associates
                           Bank One Tower
                           111 Monument Circle, Suite 3670
                           Indianapolis, Indiana 46204
                           Facsimile:  (317) 822-0808

                  If to Seller:

                           SerVaas, Inc.
                           Attention:  Susan Gard
                           1000 Waterway Blvd
                           Indianapolis, IN 46202
                           Facsimile:  (317) 633-8813

                  and

                           Beurt SerVaas
                           SerVaas, Inc.
                           1000 Waterway Blvd
                           Indianapolis, IN 46202
                           Facsimile:       (317) 633-8805

         Either party may change its address pursuant to notice given by such
party in accordance with the provisions of this section.

          9.9  Further Assurances.  Each party agrees, at any time and from time
               to time, without further consideration,  to take all such actions
               and execute and deliver all such documents as may be necessary to
               effectuate  the purposes of this  Agreement.  Each party  further
               agrees to  cooperate  in  connection  with any  Internal  Revenue
               Service audit relating to the transactions contemplated hereby.

          9.10 Announcements.  Neither  Seller nor Buyer,  without  the  express
               written  consent of the other,  which  shall not be  unreasonably
               withheld,  will make any public  announcement  or issue any press
               release,  or make any recording in any public record,  in respect
               of this Agreement or the transactions  contemplated  hereby until
               following the Closing.

          9.11 Expenses.  Except as otherwise provided herein,  Buyer and Seller
               shall each pay the fees and expenses of its  respective  counsel,
               accountants  and other experts  incident to the  negotiation  and
               preparation   of  this   Agreement   and   consummation   of  the
               transactions  contemplated  hereby.  Other than  expenses paid to
               Carlton   Curry,   Seller  will  cause  USRR  not  to  incur  any
               out-of-pocket   expenses  in  connection  with  the  transactions
               contemplated by this Agreement.

          9.12 Survival of  Representations,  Warranties and Covenants.  Each of
               the  representations,   warranties,  obligations,  covenants  and
               agreements  of the parties  included or provided for herein or in
               any schedule, certificate or other document delivered pursuant to
               this  Agreement  shall  remain in full force and effect and shall
               survive  the  Closing  for a period of five years  following  the
               Closing Date and  thereafter  neither Seller nor Buyer shall have
               any liability  whatsoever with respect to any such representation
               or  warranties,  except for claims  then  pending or  theretofore
               asserted in writing by any party in accordance with the terms and
               conditions of this Agreement.

          9.13.Specific  Performance.  Each party hereto  agrees that any remedy
               at law  for  any  breach  of the  provisions  contained  in  this
               Agreement  shall be inadequate  and that the other parties hereto
               shall  be  entitled  to  specific   performance   and  any  other
               appropriate  injunctive  relief in addition to any other remedies
               such  party  might  have  under  this  Agreement  or at law or in
               equity.

          9.14 Assignment.  Neither Buyer nor Seller may assign this  Agreement,
               in whole or in part,  without  the prior  written  consent of the
               other, which shall not be unreasonably  withheld.  This Agreement
               and all of the provisions hereof shall be binding upon, and inure
               to the  benefit  of,  Buyer  and its  respective  successors  and
               permitted  assigns and Seller and its  respective  successors and
               permitted assigns.


                  [Remainder of page intentionally left blank]


<PAGE>


SELLER:                                     BUYER:

SerVaas, Inc.                               USRR Acquisition Corp.



By: _________________________               By: _________________________
    Beurt R. SerVaas, President                 Christopher Caniff, Secretary


----------------------------
Beurt SerVaas, an Individual

USRR:

U.S. Rubber Reclaiming, Inc.


By: _________________________
    John D. LaGrone, President













Signature Page-USRR Stock Purchase Agreement-12/28/00