AGREEMENT AND PLAN OF MERGER




                                  BY AND AMONG





                        EMERALD CAPITAL INVESTMENTS, INC.
                             a Delaware Corporation

                                       AND

                             AMERICAN POLYMER, INC.
                               a Utah Corporation









                                       11

<PAGE>


<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

<S>                                                                                                               <C>

ARTICLE I
DEFINITIONS.......................................................................................................2
</TABLE>

<TABLE>
<CAPTION>
ARTICLE II
THE MERGER........................................................................................................5
         <S>   <C>                                                                                                <C> 
         2.1.  The Merger.........................................................................................5
         2.2.  Effective Time.....................................................................................6
         2.3.  Conversion of American Polymer Securities..........................................................6
         2.4.  Effect of Conversion...............................................................................6
         2.5.  Conversion of Capital Stock of Emerald Merger Sub..................................................7
         2.6.  Exchange of Shares.................................................................................7
         2.7.  Reorganization.....................................................................................7
</TABLE>


<TABLE>
<CAPTION>
ARTICLE III
THE SURVIVING CORPORATION AND OTHER MATTERS.......................................................................7
         <S>   <C>                                                                                                <C> 
         3.1.  Surviving Corporation..............................................................................7
         3.2.  Articles of Incorporation..........................................................................7
         3.3.  Bylaws.............................................................................................8
         3.4.  Directors and Officers of American Polymer.........................................................8
         3.5.  Effect of Merger...................................................................................8
         3.6   Change of Name.....................................................................................8
         3.7.  Emerald Directors and Officers.....................................................................8
         3.8.  Change of Domicile.................................................................................8
</TABLE>


<TABLE>
<CAPTION>
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
<S>      <C>     <C>                                                                                              <C>
AMERICAN POLYMER..................................................................................................8
         4.1.    Organization.....................................................................................9
         4.2.    Capitalization...................................................................................9
         4.3.    Reorganization Related Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
         4.4.    Authority Relative to this Agreement............................................................11
         4.5.    Approvals and Consents; Noncontravention........................................................11
         4.6.    Articles of Incorporation and Bylaws............................................................11
         4.7.    Financial Statements............................................................................12
         4.8.    No Undisclosed Material Liabilities.............................................................12
         4.9.    Absence of Certain Changes or Events............................................................13
         4.10.  Litigation and Proceedings.......................................................................14
         4.11.  Compliance with Laws, Rules and Regulations......................................................14
         4.12.  Contracts........................................................................................15
         4.13.  Material Contract Defaults.......................................................................15
         4.14.  Taxes and Tax Returns............................................................................15

</TABLE>

                                                         i

<PAGE>

<TABLE>
<S>                                                                                                              <C> 
         4.15.  Subsidiaries.....................................................................................16
                ------------
         4.16.  Title and Related Matters........................................................................16
                -------------------------
         4.17.  Intellectual Property............................................................................16
                ---------------------
         4.18.  Real Property Leaseholds.........................................................................17
                ------------------------
         4.19.  Accounts Receivables.............................................................................17
                --------------------
         4.20.  Inventory........................................................................................17
                ---------
         4.21.  Insurance........................................................................................17
                ---------
         4.22.  Environmental Matters............................................................................17
                ---------------------
         4.23.  Employees........................................................................................18
                ---------
         4.24.  Certain Payments.................................................................................19
                ----------------
         4.25.  Relationships with Related Persons...............................................................19
                ----------------------------------
         4.26   Brokers..........................................................................................19
                -------
         4.27.  American Polymer Schedules.......................................................................19
                --------------------------
         4.28.  Information......................................................................................20
                -----------
</TABLE>


<TABLE>
<CAPTION>
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF EMERALD........................................................................21
         <S>     <C>                                                                                             <C>
         5.1.    Organization....................................................................................21
         5.2.    Capitalization..................................................................................21
         5.3.    Reorganization Related Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
         5.4.    Authority Relative to this Agreement............................................................23
         5.5.    Approvals and Consents; Noncontravention........................................................24
         5.6.    Articles of Incorporation and Bylaws............................................................24
         5.7.    Financial Statements............................................................................25
         5.8.    Undisclosed Material Liabilities................................................................25
         5.9.    Absence of Certain Changes of Events............................................................26
         5.10.  Litigation and Proceedings.......................................................................27
         5.11.  Compliance with Laws, Rules and Regulations......................................................27
         5.12.  Contracts........................................................................................28
         5.13.  Material Contract Defaults.......................................................................28
         5.14.  Taxes and Tax Returns............................................................................28
         5.15.  No Subsidiaries..................................................................................29
         5.16.  Cash Assets......................................................................................29
         5.17.  Intellectual Property............................................................................29
         5.18.  Real Property Leaseholds.........................................................................29
         5.19.  Accounts Receivables.............................................................................29
         5.20.  Inventory........................................................................................29
         5.21.  Insurance........................................................................................29
         5.22.  Environmental Matters............................................................................29
         5.23.  Employees........................................................................................30
         5.24.  Certain Payments.................................................................................31
         5.25.  Brokers..........................................................................................31
</TABLE>


                                       ii

<PAGE>

<TABLE>
         <S>                                                                                                    <C>
         5.26.  Emerald Schedules................................................................................31
         5.27.  Information......................................................................................32
         5.28.  Additional Information Available.................................................................32
</TABLE>


<TABLE>
<CAPTION>
ARTICLE VI
CONDUCT PRIOR TO CLOSING.........................................................................................32\
         <S>   <C>                                                                                                  <C>
         6.1.  Conduct of Business...............................................................................32
         6.2.  Additional Covenants by American Polymer and Emerald..............................................32
         6.3.  Access............................................................................................33
         6.4.  Confidentiality...................................................................................34
         6.5.  Compliance with Blue Sky Law......................................................................34
         6.6.  Disclosure Supplements, Etc.......................................................................34
         6.7.  Reasonable Efforts................................................................................35
         6.8.  Public Announcements..............................................................................35
</TABLE>


<TABLE>
<CAPTION>
ARTICLE VII
CONDITIONS OF AMERICAN POLYMER...................................................................................35
         <S>     <C>                                                                                             <C>
         7.1.    Representations.................................................................................35
         7.2.    Compliance......................................................................................35
         7.3.    No Material Adverse Change......................................................................35
         7.4.    Certificate of Emerald and Emerald Merger Sub...................................................36
         7.5.    Resignation of Directors and Officers of Emerald . . . . . . . . . . . . . . . . . . . . . . . . . . 36
         7.6.    Shareholder Approval............................................................................36
         7.7.    Absence of Litigation...........................................................................36
         7.8.    Good Standing...................................................................................36
         7.9.    Employment Agreements...........................................................................36
         7.10.  Reverse Split....................................................................................36
         7.11.  Private Placement................................................................................36
         7.12.  Financial Statements.............................................................................36
</TABLE>


<TABLE>
<CAPTION>
ARTICLE VIII
CONDITIONS OF EMERALD............................................................................................37
         <S>     <C>                                                                                             <C>
         8.1.    Representations.................................................................................37
         8.2.    Compliance......................................................................................37
         8.3.    No Material Adverse Change......................................................................37
         8.4.    Private Placement...............................................................................37
         8.5.    Key Man Life Insurance..........................................................................37
         8.6.    Directors and Officers of Emerald; Morris Consulting Agreement..................................37
         8.7.    Certificate of American Polymer.................................................................37
         8.8.    Shareholders' Approval..........................................................................38
         8.9.    Limited Assertion of Dissenters' Rights.........................................................38
         8.10.  Absence of Litigation............................................................................38
         8.11.  Good Standing....................................................................................38
         8.12.  Financial Statements.............................................................................38
</TABLE>

                                                        iii

<PAGE>


<TABLE>
<CAPTION>
ARTICLE IX
INDEMNIFICATION, SURVIVAL, TERMINATION AND EXPENSES..............................................................38
         <S>     <C>                                                                                             <C>
         9.1.    Nature and Survival of Representations..........................................................38
         9.2.    Indemnification.................................................................................38
         9.3.    Adjustment In Emerald Common Stock..............................................................39
         9.4.    Arbitration.....................................................................................40
         9.5.    Exclusive Remedies..............................................................................41
         9.6.    Termination.....................................................................................41
         9.7.    Effect of Termination...........................................................................42
</TABLE>


<TABLE>
<CAPTION>
ARTICLE X
MISCELLANEOUS....................................................................................................42
<S>      <C>     <C>                                                                                             <C>
         10.1.    Notices........................................................................................42
         10.2.    Entire Agreement...............................................................................43
         10.3.    Effect; Assignment.............................................................................43
         10.4.    Amendments; Waivers............................................................................43
         10.5.    Further Assurances.............................................................................44
         10.6.    Headings.......................................................................................44
         10.7.    Counterparts...................................................................................44
         10.8.    Severability...................................................................................44
         10.9.    Governing Law..................................................................................44
         10.10.  Jurisdiction; Service of Process................................................................44
         10.11.  Legal Fees and Expenses.........................................................................44
         10.12.  Schedules, Exhibits and Amendments..............................................................45
</TABLE>


Attachments
Exhibit "A" - Articles of Merger
Exhibit "B" - Current American Polymer Shareholders

Exhibit "C" - Capitalization Chart

Exhibit "D" - Employment Agreement - Michael N. Macris

Exhibit "E" - Terms of Private Offering

Exhibit "F" - Consulting Agreement - Douglas P. Morris



                                       iv

<PAGE>



                          AGREEMENT AND PLAN OF MERGER


     Agreement and Plan of Merger ("Agreement") by and between American Polymer,
Inc., a Utah corporation  ("American  Polymer") and Emerald Capital Investments,
Inc., a Delaware corporation ("Emerald").

                                    Recitals:

     The  Boards  of  Directors  of  Emerald  and  American  Polymer  have  each
determined  that it is advisable and in the best  interests of their  respective
shareholders  to enter  into this  Agreement  and to engage in the  transactions
contemplated  hereby pursuant to which Emerald shall acquire American Polymer in
a merger  transaction.  The merger shall be structured  as a reverse  triangular
merger  whereby a newly formed  wholly-owned  subsidiary  of Emerald shall merge
into American Polymer and the issued and outstanding  shares of American Polymer
shall be converted into shares of Emerald.  As a result of the merger,  American
Polymer will be a  wholly-owned  subsidiary of Emerald and the  shareholders  of
American Polymer will, as a group own 80% of the outstanding shares of Emerald.

         American Polymer has made certain representations to Emerald concerning
the status,  Prospects and condition of American Polymer,  which representations
are contained in this Agreement; and

         Emerald has made certain representations to American Polymer concerning
the status,  Prospects  and  condition  of Emerald,  which  representations  are
contained in this Agreement; and

         The Boards of Directors of Emerald and American  Polymer have  approved
the merger agreed to herein.

         Either  prior to, or in  connection  with,  the Merger,  Emerald  shall
change  its  domicile  from the  State  of  Delaware  to the  State of Utah in a
reincorporation  merger (the  "Reincorporation  Merger").  For  purposes of this
Agreement,  unless the context requires  otherwise,  references to Emerald shall
mean Emerald, the Delaware corporation, as well as Emerald, the Utah corporation
following the Reincorporation Merger.


                                    AGREEMENT

         In consideration of the mutual agreements, representations,  warranties
and  covenants  contained  in this  Agreement,  and for other good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:


                                        1

<PAGE>



                                    Article I
                                   Definitions

         For purposes of this  Agreement,  the following terms have the meanings
specified or referred to in this Section 1:

         "American  Polymer  Shareholders"  -- All  Persons  who own  shares  of
American Polymer Common Stock immediately prior to the Effective Time.

         "Associate"--when  used to  indicate a  relationship  with any  Person,
means  (i)  a  corporation  or  organization   (other  than  such  Person  or  a
majority-owned  subsidiary of such Person) of which such person is an officer or
partner or is, directly or indirectly,  the beneficial owner of ten (10) percent
or more of any class of  equity  securities,  (ii) any trust or other  estate in
which such  Person has a  substantial  beneficial  interest  or as to which such
Person  serves as trustee or in a similar  capacity,  and (iii) any Affiliate of
such Person.

         "Affiliate"--of  a Person  is a Person  that  directly,  or  indirectly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common control with, such Person.

         "Breach"--  a  "Breach"  of  a  representation,   warranty,   covenant,
obligation,  or other  provision of this Agreement or any  instrument  delivered
pursuant to this  Agreement  will be deemed to have  occurred if there is or has
been any  inaccuracy  in or breach of, or any failure to perform or comply with,
such representation, warranty, covenant, obligation, or other provision.

         "Contract"--any   agreement,   contract,   obligation,    promise,   or
undertaking  (whether  written or oral and whether  express or implied)  that is
legally binding.

         "Emerald Merger Sub"-- a Utah  corporation to be formed as wholly owned
subsidiary of Emerald to effect the reverse  triangular merger agreed to in this
Agreement.

         "Governmental  Authorization"--any  approval, consent, license, permit,
waiver,  or other  authorization  issued,  granted  or  given  by or  under  the
authority of any Governmental Body or pursuant to any Legal Requirement.

         "Governmental Body"--any:

                  (a) nation,  state, county, city, town, village,  district, or
         other jurisdiction of any nature;

                  (b)  federal,  state,  local,  municipal,  foreign,  or  other
government;


                                        2

<PAGE>



                  (c) governmental or quasi-governmental authority of any nature
         (including any governmental agency,  branch,  department,  official, or
         entity and any court or other tribunal); or

                  (d)  body   exercising,   or   entitled   to   exercise,   any
         administrative,  executive, judicial, legislative,  police, regulatory,
         or taxing authority or power of any nature.

         "IRC"--the  Internal  Revenue  Code of 1986 or any  successor  law, and
regulations  issued by the IRS  pursuant  to the  Internal  Revenue  Code or any
successor law.

         "IRS"--the  United  States  Internal  Revenue  Service or any successor
agency,  and,  to the extent  relevant,  the  United  States  Department  of the
Treasury.

         "Knowledge"--an  individual  will be  deemed to have  "Knowledge"  of a
particular fact or other matter if:

                  (a) such individual is actually aware of such fact or other 
         matter; or

                  (b) a prudent  individual  should be  expected  to discover or
         otherwise  become  aware of such fact or other  matter in the course of
         conducting  a reasonably  comprehensive  investigation  concerning  the
         existence of such fact or other matter.

         A Person (other than an individual)  will be deemed to have "Knowledge"
of a particular  fact or other matter if any individual  who is serving,  or who
has at any time served, as a director, officer, partner, executor, or trustee of
such Person (or in any similar  capacity) has, or at any time had,  Knowledge of
such fact or other matter.

         "Legal  Requirement"--any  federal, state, local,  municipal,  foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

         "Order"--any award,  decision,  injunction,  judgment,  order,  ruling,
decree  or  verdict   entered,   issued,   made,   or  rendered  by  any  court,
administrative agency, or other Governmental Body or by any arbitrator.

         "Ordinary  Course of  Business"--an  action  taken by a Person  will be
deemed to have been taken in the "Ordinary Course of Business" only if:

                  (a) such action is consistent  with the past practices of such
         Person and is taken in the  ordinary  course of the  normal  day-to-day
         operations of such Person; and

                  (b) such action is not required to be  authorized by the board
         of  directors  of such  Person  (or by any  Person or group of  Persons
         exercising similar authority).

                                        3

<PAGE>




         "Person"--any   individual,   corporation   (including  any  non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association,  organization, labor union, or other entity
or Governmental Body.

         "Private  Placement" -- the offer and sale of shares of Emerald's $.001
par  value,  common  stock  prior to and as a  condition  to the  Closing of the
Merger.  In the Private  Placement,  a total of 1,500,000 Emerald shares will be
offered  for sale by  Emerald  at a price of $2.50 per share  (total  offering -
$3,750,000).

         "Proceeding"--any action,  arbitration,  audit, hearing,  investigation
(to the  extent  known by the  Person) ,  litigation,  or suit  (whether  civil,
criminal,  administrative,   investigative,  or  informal)  commenced,  brought,
conducted, or heard by or before, or otherwise involving,  any Governmental Body
or arbitrator.

         "Prospects" -- shall be limited to the general business  expansion plan
of a Person with respect only to potential new markets, potential new operations
and potential new lines of business which such Person is currently  considering.
Prospects  does not refer to any financial  projections.  Prospects are by their
very nature  speculative and a Person shall not be deemed to represent,  warrant
or guarantee  that its Prospects  will be ever be realized or that its Prospects
will not change from time to time.

         "Related Person"--with respect to a particular individual:

                  (a) each other member of such individual's Family;

                  (b) any Person that is directly or  indirectly  controlled  by
         such individual or one or more members of such individual's Family;

                  (c) any  Person in which  such  individual  or members of such
         individual's  Family hold (individually or in the aggregate) a Material
         Interest; and

                  (d) any Person with respect to which such individual or one or
         more members of such individual's Family serves as a director, officer,
         partner, executor, or trustee (or in a similar capacity).

         With respect to a specified Person other than an individual:

                  (a) any  Person  that  directly  or  indirectly  controls,  is
         directly or  indirectly  controlled  by, or is  directly or  indirectly
         under common control with such specified Person;

                  (b)  any  Person  that  holds  a  Material  Interest  in  such
         specified Person;


                                        4

<PAGE>



                  (c) each Person that serves as a director,  officer,  partner,
         executor,  or  trustee  of  such  specified  Person  (or  in a  similar
         capacity);

                  (d) any Person in which such specified Person holds a Material
         Interest;

                  (e) any Person  with  respect to which such  specified  Person
         serves as a general  partner or a trustee  (or in a similar  capacity);
         and

                  (f) any Related Person of any  individual  described in clause
         (b) or (c).

         For  purposes of this  definition,  (a) the  "Family" of an  individual
includes (i) the individual, (ii) the individual's spouse, (iii) the individuals
children or parents,  and (iv) any other  natural  Person who resides  with such
individual,  and (b)  "Material  Interest"  means direct or indirect  beneficial
ownership (as defined in Rule 13d-3 under the  Securities  Exchange Act of 1934)
of voting  securities or other voting interests  representing at least 5% of the
outstanding  voting  power of a Person  or  equity  securities  or other  equity
interests  representing  at least 5% of the  outstanding  equity  securities  or
equity interests in a Person.

         "Securities  Act"--the Securities Act of 1933 or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.

         "Securities Exchange Act "-- the Securities Exchange Act of 1934 or any
successor  law, and  regulations  and rules  issued  pursuant to that Act or any
successor law.

         "Tax Return"--any  return (including any information  return),  report,
statement,  schedule,  notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any  Governmental
Body in connection with the determination, assessment, collection, or payment of
any Tax or in connection with the administration, implementation, or enforcement
of or compliance with any Legal Requirement relating to any Tax.

         "Threatened"--a  claim,  Proceeding,  dispute,  action, or other matter
will be deemed to have been  "Threatened"  if any demand or  statement  has been
made (orally or in writing) or any notice has been given (orally or in writing).

         "Transaction"  -- the Merger  provided for and agreed to herein and all
employment matters and other matters and agreements provided for herein.

                                   Article II
                                   The Merger

         2.1 The Merger.  Subject to the terms and conditions of this Agreement,
the Revised Business Corporations Act of the State of Utah ("Utah Statute"),  at
the Effective Time (as defined in Section 2.2 of this Agreement), Emerald Merger
Sub will be merged with and into American

                                        5

<PAGE>



Polymer (the  "Merger")  whereupon the separate  existence of Emerald Merger Sub
shall cease and American Polymer shall be the surviving corporation  ("Surviving
Corporation").  As the result of the Merger,  American  Polymer  shall  become a
wholly-owned subsidiary of Emerald.

         2.2.  Effective Time. The Merger shall become effective when a properly
executed  Articles of Merger in the form of those attached  hereto as Exhibit A,
are duly filed with the Division of Corporations,  Department of Commerce of the
State of Utah pursuant to the Utah Statute.  The time at which such Agreement of
Merger and  Certificate  are filed shall be referred to in this Agreement as the
"Effective  Time" and the date on which the Effective Time occurs is referred to
in this Agreement as the "Effective Date".

         2.3. Conversion of American Polymer Securities.  At the Effective Time,
all shares of common stock of American Polymer  outstanding  ("American  Polymer
Common Stock") shall, by virtue of the Merger and without any action on the part
of the holder thereof,  be converted  ("Converted",  "Conversion" or "Exchange")
into shares of $.001 par value common stock of Emerald ("Emerald Common Stock").
Each share of American Polymer Common Stock outstanding immediately prior to the
Effective Time shall be Converted into approximately  1.251165 shares of Emerald
Common  Stock.  At the  Effective  Date,  there  will be a  7,387,995  shares of
American  Polymer  Common  Stock  issued  and  outstanding  all of which will be
Converted into a total of 9,243,476 shares of Emerald Common Stock. In the event
there are greater or fewer shares of American  Polymer  issued at the  Effective
Date, the  conversion  ratio shall be changed as necessary to convert all shares
of American Polymer into 9,243,476 shares of Emerald.  Immediately following the
Effective Time, the American Polymer  Shareholders will own approximately 80% of
the total shares of Emerald Common Stock then issued and outstanding.

         Attached  hereto as  Exhibit  "B",  and by this  reference  made a part
hereof, is a list of the current American Polymer  Shareholders which sets forth
the number of shares of  American  Polymer  Common  Stock  owned by each and the
number of shares of Emerald Common Stock to be issued to each Shareholder in the
Conversion.  Attached  hereto as Exhibit "C", and by this  reference made a part
hereof,  is a  Capitalization  Chart of  setting  forth the stock  ownership  of
Emerald immediately following the Effective Time.

         2.4. Effect of Conversion.  Each share  certificate  which  immediately
prior to the Effective Time represents  American Polymer Common Stock,  shall be
deemed for all purposes at and after the  Effective  Time to evidence  ownership
of, and to represent  the number of shares of,  Emerald  Common Stock into which
the shares of American  Polymer  Common Stock  represented  by such  certificate
immediately prior to the Effective Time have been Converted  pursuant to Section
2.3 hereof.  Each  Shareholder of American  Polymer at the Effective Time shall,
until such  owner's  certificate  for  American  Polymer  Common  Stock has been
surrendered  for  transfer or  exchange,  be entitled to exercise any voting and
other  rights with respect  thereto and be entitled to receive any  dividends or
other distributions,  equivalent to the number of shares of Emerald Common Stock
into which the shares of  American  Polymer  Common  Stock  represented  by such
certificate has been Converted.

                                        6

<PAGE>



         2.5.  Conversion of Capital  Stock of Emerald  Merger Sub. At and as of
the Effective  Time,  each share of the common stock of Emerald Merger Sub shall
be converted into one share of common stock of the Surviving Corporation.

         2.6. Exchange of Shares.  The exchange of share  certificates  shall be
effected by  Emerald.  Emerald  shall  deliver to the  Shareholders  of American
Polymer  certificates  for the shares of Emerald  Common  Stock in exchange  for
stock certificates representing shares of American Polymer Common Stock pursuant
to the terms of this  Agreement.  Each holder of an  outstanding  certificate or
certificates  representing American Polymer Common Stock shall be entitled, upon
surrender  of  such  certificate(s)  to  Emerald,  duly  endorsed  in  blank  or
accompanied by stock powers duly endorsed in blank,  with signatures  guaranteed
by a bank or brokerage firm, to receive a certificate representing the number of
shares of Emerald  Common Stock into which  American  Polymer Common Stock shall
have been converted  pursuant to the Merger. At the Effective Time, Emerald will
issue to all American  Polymer  Shareholders,  certificates  for Emerald  Common
Stock in exchange for their  American  Polymer  Common stock.  All Emerald stock
certificates  issued to the  Shareholders  of American  Polymer at the Effective
Time shall contain a legend substantially in the following form:

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  (THE "ACT") OR ANY STATE  SECURITIES ACT AND MAY NOT
         BE SOLD,  PLEDGED OR  OTHERWISE  TRANSFERRED  UNLESS (A)  COVERED BY AN
         EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED,  AND APPLICABLE  STATE  SECURITIES  ACTS; (B) EMERALD HAS BEEN
         FURNISHED  WITH AN OPINION OF  COUNSEL  ACCEPTABLE  TO IT TO THE EFFECT
         THAT NO  REGISTRATION  IS LEGALLY  REQUIRED FOR SUCH  TRANSFER;  OR (C)
         THESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER
         THE ACT.

         2.7.  Reorganization.  It is the intent of the parties  that the Merger
will qualify as a tax-free  reorganization under Section 368(a)(1)(A) of the IRC
and will report the Merger  accordingly for federal,  state and local income tax
purposes.  The parties  acknowledge that no Person has obtained a revenue ruling
from the IRS as to the tax consequences and effect of the Merger.

                                   ARTICLE III
                   THE SURVIVING CORPORATION AND OTHER MATTERS

         3.1.  Surviving  Corporation.  In the Merger,  Emerald Merger Sub shall
merge  into  American  Polymer  and  American  Polymer  shall  be the  Surviving
Corporation.

         3.2.  Articles  of  Incorporation.  The  Articles of  Incorporation  of
American  Polymer  in effect at the  Effective  Time  shall be the  Articles  of
Incorporation  of the Surviving  Corporation  until  amended in accordance  with
applicable law.


                                        7

<PAGE>



         3.3.  Bylaws.  The Bylaws of American Polymer in effect at the 
Effective Time shall be the Bylaws of the Surviving Corporation until amended.

         3.4.  Directors  and Officers of American  Polymer.  The  directors and
officers of American  Polymer  immediately  prior to the Effective Time shall be
and shall constitute the directors and officers of the Surviving  Corporation to
serve in  accordance  with the Bylaws of the Surviving  Corporation  until their
respective successors have been duly elected or appointed and qualified.

         3.5.  Effect of Merger.  The Merger will have the effects  specified in
Section 16-10a-1106 of the Utah Statute.

         3.6.  Change of Name.  If  requested by American  Polymer,  the name of
Emerald will be changed in connection with the Merger subject to approval by the
Emerald  Shareholders.  The name change,  may be effected in connection with the
Reincorporation Merger.

         3.7. Emerald Directors and Officers.  At the Effective Time, the 
Directors and Officers of Emerald shall be as follows:

     Name                                        Position

     Michael N. Macris                           CEO,President
     Larry McNeil                                Director
     Dr. Brent Strong                            Director
     Douglas P. Morris                           Director, Vice President of 
                                                 Financial Markets
     Greg Gohlinghorst                           Chief Operating Officer


         3.8.  Change of Domicile.  As part of the  Transaction,  Emerald  shall
change  its  domicile  from the  State of  Delaware  to the State of Utah in the
Reincorporation Merger.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF AMERICAN POLYMER

         American  Polymer  represents  and  warrants  to  Emerald,   except  as
disclosed in this  Agreement or in the case of any  representation  qualified by
its terms to a particular  schedule  ("Schedule") of American  Polymer  attached
hereto  ("American  Polymer  Schedule") such specific American Polymer Schedule,
that the statements  made in this Article IV will be correct and complete at the
Effective Time provided,  however,  if there is no Effective Time, then no party
shall be liable for any  inaccuracy.  For  purposes of this Article IV, each and
every reference to American  Polymer shall mean and include American Polymer and
each  subsidiary of American  Polymer  ("American  Polymer  Subsidiary")  unless
otherwise indicated.


                                        8

<PAGE>



         4.1.  Organization.  American  Polymer is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Utah and
has all requisite  licenses,  qualifications,  corporate  power and authority to
own,  lease and  operate  its assets and to carry on its  business  as now being
conducted, except where the failure to be so existing and in good standing or to
have  such  qualifications,  licenses,  power  and  authority  would  not in the
aggregate  have a  material  adverse  effect  on  the  business,  operations  or
financial condition of American Polymer,  taken as a whole.  American Polymer is
duly qualified to do business as a foreign  corporation  and is in good standing
under the laws of each state or jurisdiction  which requires such  qualification
except where the failure to be in good  standing or to have such  qualifications
would not in the  aggregate  have a  material  adverse  effect on the  business,
operations or financial condition of American Polymer.

         4.2.  Capitalization.  The entire authorized  capital stock of American
Polymer consists of 30,000,000 shares of common stock having $.001 par value, of
which  7,387,895  shares are currently  issued and  outstanding and of which not
more than 7,387,895 will be issued and outstanding at the Effective Time.  There
are no outstanding convertible securities,  warrants, options, or commitments of
any nature which may cause  authorized but unissued  shares of American  Polymer
Common  Stock to be issued to any Person  except as  disclosed  in Schedule  4.2
attached  hereto.  At the Effective Time, all issued and  outstanding  shares of
American Polymer will have been duly authorized, legally issued, fully paid, and
non-assessable, and not issued in violation of the pre-emptive or other right of
any Person.  None of the outstanding  equity  securities or other  securities of
American  Polymer was issued in  violation  of the  Securities  Act or any other
Legal Requirement.

         4.3.     Reorganization Related Representations.

                  4.3.1.  There is no plan or intention by the American  Polymer
Shareholders who own 5% or more of the American Polymer stock to sell, exchange,
or otherwise  dispose of a number of shares of Emerald  Common Stock received in
the Merger that would  reduce the  American  Polymer  Shareholders  ownership of
Emerald stock to a number of shares having a value, as of the Effective Time, of
less than 50% of the value of all of the formerly  outstanding stock of American
Polymer as of the same date.  American Polymer stock and shares of Emerald stock
held by the American  Polymer  Shareholders  and otherwise  sold,  redeemed,  or
disposed  of prior or  subsequent  to the Merger are  considered  in making this
representation.

                   For purposes of this  representation,  the shares of American
Polymer  Common  Stock  exchanged  for cash or other  property,  surrendered  by
dissenters or exchanged for cash in lieu of fractional  shares of Emerald Common
Stock  are  treated  as  outstanding  American  Polymer  Common  Stock as of the
Effective Time.  Moreover,  American  Polymer Common Stock and shares of Emerald
Common Stock held by American Polymer Shareholders and otherwise sold, redeemed,
or disposed of prior or  subsequent  to the  Effective  Time are  considered  in
making this representation.

                  4.3.2.  Following the Effective  Time,  American  Polymer will
hold at least 90% of the fair market value of its net assets and at least 70% of
the fair market value of its gross  assets,  and at least 90% of the fair market
value of Emerald Merger Sub's net assets and at least 70% of the fair

                                        9

<PAGE>



market value of Emerald Merger Sub's gross assets held immediately  prior to the
Effective  Time. For purposes of this  representation,  amounts used by American
Polymer  or  Emerald  Merger  Sub  to  pay  reorganization   expenses,  and  all
redemptions and  distributions  (except for regular,  normal  dividends) made by
American  Polymer,  are included as assets of American Polymer or Emerald Merger
Sub, respectively, immediately prior to the Effective Time.

                  4.3.3.  American  Polymer  has no plan or  intention  to issue
additional  shares of stock  that  would  result in  Emerald  losing  control of
American Polymer within the meaning of Section 368(c) of the Code.

                  4.3.4.  Following the Effective  Time,  American  Polymer will
continue  its  historic  business or use a  significant  portion of its historic
business assets in a business.

                  4.3.5. Emerald,  Emerald Merger Sub, American Polymer, and the
Shareholders of American  Polymer will pay their  respective  expenses,  if any,
incurred in connection with the transaction.

                  4.3.6.  There  is  no  intercorporate   indebtedness  existing
between Emerald and American Polymer, or between Emerald Merger Sub and American
Polymer, which was issued, acquired, or will be settled at a discount.

                  4.3.7.  At the  Effective  Time,  shares of  American  Polymer
Common  Stock  representing  control of  American  Polymer as defined in Section
368(c) of the IRC, will be Exchanged solely for voting stock of Emerald.

                  4.3.8. At the Effective Time,  American  Polymer will not have
outstanding any warrants, options,  convertible securities, or any other type of
right pursuant to which any person could acquire stock in American Polymer that,
if exercised or converted,  would affect  Emerald's  acquisition or retention of
control of American Polymer, as defined in Section 368(c) of the Code.

                  4.3.9.  American  Polymer  is not  an  investment  company  as
defined in Section 368(a)(2)(f)(iii) and (iv) of the Code.

                  4.3.10.  On the Effective  Date,  the fair market value of the
assets of  American  Polymer  will  exceed the sum of its  liabilities  plus the
amount of liabilities, if any, to which its assets are subject.

                  4.3.11.  American  Polymer is not under the  jurisdiction of a
court in a Title 11 or similar  case within the meaning of Section  368(a)(3)(A)
of the Code.

                  4.3.12.   None   of   the   compensation   received   by   any
shareholder-employees of American Polymer will be separate consideration for, or
allocable to, any of their shares of American Polymer Common Stock.  None of the
shares of Emerald Common Stock received by any

                                       10

<PAGE>



shareholder-employee  of American Polymer will be separate consideration for, or
allocable  to,  any  employment  agreement;  and  the  compensation  paid to any
shareholder-employees  will  be for  services  actually  rendered  and  will  be
commensurate  with amounts paid to third parties  bargaining at arms-length  for
similar services.

         4.4.  Authority  Relative to this Agreement.  American Polymer has full
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the Transaction. The execution and delivery of this Agreement and the
consummation  of the  Transaction  have been duly and validly  authorized by its
Board of Directors  and will be submitted to the American  Polymer  Shareholders
for approval and no other corporate  proceedings on the part of American Polymer
are necessary to authorize  this  Agreement or to consummate  the  Transactions.
Subject to the laws of bankruptcy,  insolvency,  general  creditor's rights, and
equitable  principles,  this  Agreement  has been duly and validly  executed and
delivered by American  Polymer and constitutes a valid and binding  agreement of
American Polymer, enforceable against it in accordance with its terms.

         4.5.  Approvals and Consents; Noncontravention.

                  4.5.1.  Except for the filing of  Articles  of Merger with the
Division of  Corporations,  Department  of Commerce,  State of Utah, no consent,
approval,  or other action by, or notice to or  registration or filing with, any
governmental or  administrative  agency or authority is required or necessary to
be obtained by American  Polymer in connection  with the execution,  delivery or
performance of this  Agreement by American  Polymer or the  consummation  of the
Transaction.

                  4.5.2.  Except  as set forth in  Schedule  4.5.,  no  consent,
approval,  waiver or other  action by any Person  under any  material  contract,
agreement,  instrument,  or other  document,  or  obligation  to which  American
Polymer is a party or by which it or any of its assets are bound, is required or
necessary for the  execution,  delivery,  and  performance  of this Agreement by
American Polymer, or the consummation of the Transaction.

                  4.5.3.  The  execution,   delivery,  or  performance  of  this
Agreement by American  Polymer and the consummation of the Transaction will not:
(i)  violate  or  conflict  with the  charter  documents  or Bylaws of  American
Polymer;  (ii) violate or conflict with any law,  regulation,  order,  judgment,
award, administrative interpretation,  injunction, writ, or decree applicable to
American Polymer or by which it or any of its assets are bound, or any agreement
or understanding between any administrative or regulatory authority,  on the one
hand, and American Polymer on the other hand; or (iii) violate or conflict with,
result in a Breach of, result in or permit the  acceleration  or termination of,
or constitute a default under any  agreement,  instrument  or  understanding  to
which American Polymer is a party or by which it or any of its assets are bound.

         4.6. Articles of Incorporation and By-Laws. Attached hereto as Schedule
4.6 are true and correct copies of the Articles of  Incorporation  and Bylaws of
American  Polymer.  Such Articles of Incorporation  and Bylaws are in full force
and effect and no amendments are pending.  American  Polymer is not in violation
of any provision of its Articles of Incorporation or Bylaws. Schedule 4.6

                                       11

<PAGE>



also contains a list of all Board of Director  minutes and  resolutions  and all
Shareholder minutes and resolutions of American Polymer since December 31, 1995.

         4.7.  Financial  Statements.   Attached  hereto  as  Schedule  4.7  are
unaudited  financial  statements  of American  Polymer and each of the  American
Polymer  Subsidiaries  as  of  March  31,  1998  ("American  Polymer  Management
Reports") and audited  financial  statements of American Polymer ( for the years
ended  December  31,  1997 and  December  31,  1996,  together  with the related
footnotes  and report  thereon of Tanner & Co. (the  "American  Polymer  Audited
Financial Statements"). The American Polymer Management Reports and the American
Polymer Audited Financial  Statements are hereafter referred to as the "American
Polymer Financial  Statements." The parties acknowledge that Emerald is required
to file a Form 8-K with the  Securities and Exchange  Commission  within 15 days
after the Effective Date. Such Form 8-K must contain audited and other financial
statements of American  Polymer and any  predecessor  of American  Polymer which
meet  the  requirements  of  such  Form  8-K.  The  American  Polymer  Financial
Statements are correct and complete in all material respects and fairly present,
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied,  the  financial  position of American  Polymer as of such dates and the
results of operations and changes in financial  position for such periods all in
accordance with GAAP, (in the case of the American Polymer  Management  Reports,
GAAP as applicable to quarterly  financial  statements)  subject, in the case of
the  American  Polymer   Management   Reports,   to  normal  recurring  year-end
adjustments (the effect of which will not, individually or in the aggregate,  be
materially  adverse) and the absence of the notes (that if  presented  would not
differ  materially from those included in the American Polymer Audited Financial
Statements).

                  4.7.1.  American Polymer (i) keeps books, records and accounts
that, in reasonable  detail,  accurately and fairly reflect (A) the transactions
and  dispositions  of  assets  of such  entity  and (B) the  value of  inventory
calculated  in  accordance  with GAAP,  and (ii)  maintains a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (A)
transactions  are executed in accordance with  management's  general or specific
authorization,  (B) transactions are recorded as necessary to permit preparation
of financial  statements in conformity with GAAP and to maintain  accountability
for  assets,  (C)  access  to  assets  is  permitted  only  in  accordance  with
management's   general  or  specific   authorizations,   and  (D)  the  recorded
accountability  for  assets is  compared  with  existing  assets  at  reasonable
intervals and appropriate action is taken with respect to any differences.

                  4.7.2.  Neither  American  Polymer  nor any  employee,  agent,
consultant or  representative  of American Polymer has made any payment of funds
of  American  Polymer or  received or  retained  any funds in  violation  of any
applicable law, rule or regulation.

         4.8.  No  Undisclosed  Material  Liabilities.  American  Polymer is not
subject  to any  material  liability  ($10,000  or more) of any kind  whatsoever
(whether accrued, absolute,  contingent, or otherwise) that are, individually or
in the aggregate, material to American Polymer taken as a whole other than:


                                       12

<PAGE>



                  (a)  liabilities disclosed or provided for in the most recent 
         American Polymer Financial Statements;

                  (b)  liabilities  incurred in the ordinary  course of business
         since the date of the American Polymer Financial Statements  consistent
         with past practice;

                  (c)  liabilities   contemplated  by  and  arising  under  this
         Agreement; and

                  (d) liabilities described in Schedule 4.8 attached hereto.

         To the  knowledge  of  American  Polymer,  there  is no  basis  for the
imposition of any other liabilities which could reasonably be expected to have a
material  adverse  effect on the business,  properties,  assets or operations of
American Polymer taken as a whole.

         4.9.  Absence of Certain Changes or Events.  Except (i) as contemplated
by this  Agreement;  or (ii) as disclosed in Schedule 4.9, since March 31, 1998,
American Polymer has not:

                  (a)   suffered  any  change  in  its   business,   operations,
         properties,  condition (financial or otherwise), or Prospects which has
         had, or to Knowledge of American Polymer,  could reasonably be expected
         to have, individually or in the aggregate, a material adverse effect on
         the business,  properties,  assets or  operations  of American  Polymer
         taken as a whole;

                  (b) suffered any damage,  destruction  or loss (whether or not
         covered by insurance)  with respect to any of its  properties or assets
         which  has  had,  or  to  the  Knowledge  of  American  Polymer,  could
         reasonably be expected to have,  individually  or in the  aggregate,  a
         material  adverse  effect  on  the  business,   properties,  assets  or
         operations of American Polymer taken as a whole;

                  (c) except in the Ordinary  Course of  Business,  incurred any
         liability or obligation (absolute,  accrued,  contingent or otherwise),
         in an amount in excess of $10,000;

                  (d) changed any of its accounting methods, principles or 
         practices;

                  (e)  revalued  any asset,  other than due to  depreciation  or
         amortization;

                  (f) paid,  discharged  or  satisfied  any claim,  liability or
         obligation not reflected in the American Polymer  Financial  Statements
         in an amount in excess of $10,000;

                  (g) except in the Ordinary  Course of  Business,  entered into
         any commitment or transaction  material to American  Polymer taken as a
         whole in an amount in excess of $10,000;


                                       13

<PAGE>



                  (h) declared,  set aside or paid any dividend or  distribution
         in respect of any capital  stock,  or redeemed,  purchased or otherwise
         acquired any of these securities or modified its capitalization;

                  (i) increased or established any bonus, insurance,  severance,
         deferred  compensation,  pension,  retirement,  profit  sharing,  stock
         option (including,  without limitation,  the granting of stock options,
         stock  appreciation  rights,  performance  awards,  or restricted stock
         awards),  stock purchase or other  employee  benefit plan, or otherwise
         changed the compensation payable or to become payable to any officer or
         key employees of American Polymer;

                  (j) except in the  Ordinary  Course of  Business,  canceled or
         written  off any debts or waived  any  claims in an amount in excess of
         $10,000;

                  (k) except in the Ordinary Course of Business, transferred any
         assets in an amount in excess of $10,000 or made  capital  expenditures
         and commitments in an amount in excess of $10,000 in the aggregate;

                  (l) paid or loaned (other than payment of salaries or benefits
         or  reimbursement  of expenses) any amount to, or sold,  transferred or
         leased any  properties or assets to, or entered into any contract with,
         any of its officers or directors,  or any Affiliate or Associate of any
         of its officers or directors;

                  (m)  increased  its  reserves  for bad debts,  guaranteed  any
         obligation,  except in the Ordinary Course of Business,  or indemnified
         any Person; or

                  (n)  agreed  (whether  or  not  in  writing)  to do any of the
         foregoing.

         4.10.  Litigation and Proceedings.  Except as set forth in the Schedule
4.10,there  is no claim or  Proceeding  pending or, to the Knowledge of American
Polymer,  Threatened  against  American  Polymer,  or any  property  or asset of
American  Polymer,  by any  Person or any  Governmental  Authority  which (i) is
reasonably likely to have, individually and in the aggregate, a material adverse
effect on the  business,  assets or  operations  of American  Polymer taken as a
whole or (ii) seeks to delay or prevent the consummation of the Transaction.  As
of the date  hereof,  neither  American  Polymer  nor any  property  or asset of
American Polymer, is subject to any Order. To the Knowledge of American Polymer,
there is no basis for any claim,  action or Proceeding  against American Polymer
which could  reasonably  be expected  to have a material  adverse  effect on the
business assets,  operations or financial condition of American Polymer taken as
a whole.

         4.11.  Compliance with Laws, Rules and Regulations.  Schedule 4.11 sets
forth  all  material  governmental  licenses,  permits  and  other  Governmental
Authorization (or requests or applications  therefor) pursuant to which American
Polymer  carries on its  business.  To the  knowledge  of American  Polymer,  it
complies  with all  applicable  federal  laws,  rules  and  regulations  and all
applicable state and local laws, rules and regulations relating to the operation
of its business, except

                                       14

<PAGE>



to the extent that non-compliance  would not materially and adversely affect the
business,  operations,  properties,  assets or condition of American  Polymer or
except to the extent that  non-compliance  would not result in the occurrence of
any material liability for American Polymer.

         4.12.  Contracts.  Schedule 4.12 sets forth a complete and correct list
of all  Contracts  to which  American  Polymer is a party or by which any of its
properties or assets are bound. To the best of its Knowledge,  American  Polymer
is not a party to any other Contract.  To the knowledge of American Polymer, and
subject to the laws of bankruptcy,  insolvency,  general  creditor's rights, and
equitable  principles,  all Contracts to which American Polymer is a party or by
which its  properties  or  assets  are  bound  and  which  are  material  to its
operations taken as a whole, are valid and enforceable in all material respects.

         4.13. Material Contract Defaults. Except as set forth in Schedule 4.13,
to the Knowledge of American  Polymer,  American Polymer is not in default under
the terms of any outstanding Contract, license, lease, or other commitment which
is  material to the  business,  operations,  assets,  or  condition  of American
Polymer,  and no event has occurred or circumstances exist which, with notice or
lapse of time or both,  would  constitute  a default  under  any such  Contract,
license,  or other commitment other than any defaults which could not reasonably
be  expected  to  have  a  material  adverse  effect  on the  business,  assets,
operations or financial condition of American Polymer taken as a whole.

         4.14.  Taxes and Tax  Returns.  All Tax Returns  with  respect to taxes
based upon net income filed by American  Polymer  since  January 1, 1995 are set
forth in  Schedule  4.14  attached  hereto.  American  Polymer has filed all Tax
Returns  required to be filed by it and has paid and  discharged all taxes shown
as due thereon and has paid all taxes when due,  other than such payments as are
being  contested  in good  faith  by  appropriate  Proceedings  and as to  which
sufficient reserves have been established.  Neither the IRS nor any other taxing
authority or agency,  domestic or foreign, is now asserting or, to the Knowledge
of American  Polymer,  has Threatened to assess against  American  Polymer,  any
deficiency  or claim for  additional  taxes or interest  thereon or penalties in
connection therewith. American Polymer has not granted any waiver of any statute
of limitations with respect to, or agreed to any extension of the period for the
assessment of, any tax.  American Polymer has properly reported on Form 1099 all
amounts paid to consultants  and no consultant or other person to whom a payment
has been made by American  Polymer should be classified as an employee under the
IRC.

         All Tax  Returns  filed by  American  Polymer  are  true,  correct  and
complete in all  material  respects  and  accurately  set forth all items to the
extent  required to be reflected or included in such returns by applicable  law.
American Polymer is not a party to any tax sharing agreement.

         American  Polymer  has not  agreed,  and is not  required,  to make any
adjustments  pursuant to Section  481(a) of the IRC or any similar  provision of
state or local law by reason of a change in

                                       15

<PAGE>



 accounting method initiated by it or any other relevant party. To the Knowledge
of American  Polymer,  the IRS has not proposed any such adjustment or change in
accounting   method.  No  application  is  pending  with  any  taxing  authority
requesting  permission for any changes in accounting  methods that relate to the
business or assets of American Polymer.

                  4.14.1.  The accruals and reserves for taxes  reflected in the
most recent balance sheet  ("American  Polymer Balance  Sheet")  included in the
American Polymer Financial  Statements are adequate to cover all taxes accruable
through  such date  (including  interest  and  penalties,  if any,  thereon)  in
accordance with generally accepted accounting  principles  consistently applied.
The term "tax" or "taxes" means federal state, local,  foreign, and other taxes,
including without limitation, income taxes, estimated taxes, alternative minimum
taxes,  excise taxes, sales taxes, use taxes,  value-added taxes, gross receipts
taxes,  withholding taxes, stamp taxes,  transfer taxes,  windfall profit taxes,
environmental  taxes and property taxes,  whether or not measured in whole or in
part by net income,  and all deficiencies,  or other additions to tax, interest,
fines and penalties.

         4.15.  Subsidiaries.  Except as set forth in  Schedule  4.15,  American
Polymer  has no  subsidiaries  and does  not own any  capital  stock,  security,
partnership  interest,  or  other  interest  of any  kind  in  any  corporation,
partnership, joint venture, association, or other entity.

         4.16.  Title  and  Related  Matters.  American  Polymer  has  good  and
marketable  title to all of its  inventory,  interests in  properties  and other
assets  which  are  reflected  in the most  recent  American  Polymer  Financial
Statements  or  acquired  after  that  date  (except  properties,  interests  in
properties,  and assets  sold or  otherwise  disposed  of since such date in the
ordinary course of business),  free and clear of all mortgages,  liens, pledges,
charges  or  encumbrances,   except  (i)  statutory  liens  or  claims  not  yet
delinquent;  (ii) such  imperfections  of title and easements as do not and will
not materially detract from or interfere with the present or proposed use of the
assets or properties subject thereto or affected thereby or otherwise materially
impair present business operations on such properties or in connection with such
assets;  and (iii) such liens as are described in the American Polymer Financial
Statements or in the American  Polymer  Schedules.  The offices and equipment of
American  Polymer that are  necessary or used in the  operations of its business
are in good operating condition and repair, normal wear and tear excepted.

         4.17.  Intellectual Property.  Schedule 4.17 hereto contains a complete
list and  description  of all American  Polymer's  United States and foreign (a)
patents and patent  applications;  (b) trademark  registrations and applications
for trademark  registrations;  (c) copyright  registrations and applications for
copyright registrations;  and (d) unregistered trademarks,  trade names, service
marks and copyrights.  American  Polymer wholly owns the exclusive rights to all
of the above-described  intellectual  property and there are no known Threatened
claims of any third party challenging the ownership, scope or validity of any of
the said intellectual  property; to the Knowledge of American Polymer,  there is
no infringing use by any Person or entity of any of said intellectual  property;
and to the Knowledge of American Polymer, there has been no disclosure of any of
its  trade   secrets  to  any  Person  other  than  Persons  who  have  executed
confidentiality/non-competition agreements.


                                       16

<PAGE>


         4.18. Real Property Leaseholds.  American Polymer leases its facilities
pursuant  to the leases  identified  in the  attached  Schedule  4.18.  American
Polymer is not bound by any other real  property  leases,  and American  Polymer
does not own any real property.

         4.19. Accounts  Receivables.  To the Knowledge of American Polymer, all
of  American  Polymer's  accounts  receivable  arose in the  Ordinary  Course of
Business,  are "arms  length"  and bona fide,  and are  correctly  reflected  in
American Polymer's books and records. To the Knowledge of American Polymer,  all
of American Polymer's accounts receivable (net of reserves for doubtful accounts
set forth on American Polymer's financial records) are collectible in accordance
with their  terms.  To the  Knowledge  of  American  Polymer,  none of  American
Polymer's  accounts   receivable  or  contracts  is  subject  to  any  set  off,
counterclaim  or  adjustment  by  reason  of any  product  liability,  breach of
warranty, contract, accounting error or other claim.

         4.20.  Inventory.  All  inventory of American  Polymer,  whether or not
reflected in its most recent Balance  Sheet,  consists of a quality and quantity
usable and salable in the ordinary course of business, except for obsolete items
and items of  below-standard  quality,  all of which  have been  written  off or
written  down to net  realizable  value in the  Financial  Statements  or on the
accounting records of American Polymer as of the Effective Date, as the case may
be. All  inventories  not  written  off have been priced at the lower of cost or
market on a cost averaging  basis.  The quantities of each item of inventory are
not  excessive,  but are  reasonable  in the present  circumstances  of American
Polymer.

         4.21.  Insurance.  American Polymer maintains insurance policies as 
described on the attached Schedule 4.21.

         4.22.  Environmental Matters.

                  4.22.1.  Neither  American  Polymer  nor  any  predecessor  of
American Polymer (i) has violated or is violation of any environmental law; (ii)
has owned or leased  properties  (including  but without  limitation,  soils and
surface and ground waters) which are contaminated with any Hazardous  Substance;
(iii) is actually  or  potentially  or, to the  Knowledge  of American  Polymer,
allegedly liable for any off-site contamination; (iv) is actually or potentially
or,  to  the  Knowledge  of  American   Polymer,   allegedly  liable  under  any
environmental law (including,  without limitation, pending or threatened liens);
(v) has failed to obtain all permits,  licenses and other authorization required
under any environmental law ("Environmental  Permits"); or (vi) has failed to be
in compliance with its Environmental Permits.

                  4.22.2. To the Knowledge of American Polymer, neither American
Polymer nor any of its predecessors,  or their respective  subsidiaries or joint
ventures, have any material environmental liabilities, and none of such entities
have had within the five (5) years preceding the date hereof a material  release
of hazardous  substances into the environment in violation of any  environmental
law or Environmental Permit.


                                       17

<PAGE>



                  4.22.3.  For the purposes of this Section 4.22,  the following
terms have the following meanings:

                  "Environmental Laws" shall mean any and all federal, state and
         local  laws  (including  case  law),  regulations,  ordinances,  rules,
         judgments,   orders,  decrees,  codes,  plans,  injunctions,   permits,
         concessions,  grants, franchises, licenses, agreements and governmental
         restrictions   relating  to  (i)  human  health,   the  environment  or
         emissions,   discharges  or  releases  of   pollutants,   contaminants,
         Hazardous   Substances  or  wastes  into  the  environment;   (ii)  the
         manufacture,   processing,   distribution,   use,  treatment,  storage,
         disposal, transport or handling of pollutants,  contaminants, Hazardous
         Substances or wastes or the clean-up or other remediation  thereof;  or
         (3) the pollution of the environment.

                  "Environmental   Liabilities"   shall  mean  all  liabilities,
         whether vested or unvested,  contingent or fixed, which (i) arise under
         or relate to Environmental Laws and (ii) relate to actions occurring or
         conditions existing on or prior to the Effective Time.

                  "Hazardous Substances" shall mean (1) those substances defined
         in or regulated  under the following  federal  statutes and their state
         counterparts,  as  each  may be  amended  from  time to  time,  and all
         regulations thereunder: the Hazardous Materials Transportation Act; the
         Resources    Conservation   and   Recovery   Act;   the   Comprehensive
         Environmental  Response,  Compensation and Liability Act; the Clean Air
         Act; the Safe Drinking  Water Act (Clean Water Act);  the Atomic Energy
         Act; the Federal Insecticide,  Fungicide,  and Rodenticide Act; and the
         Substances  Control Act; (2) petroleum and petroleum products including
         crude oil and any fractions  thereof;  (3) natural gas,  synthetic gas,
         natural gas liquids and any mixtures thereof;  (4) radon; (5) any other
         contaminant; and (6) any substance with respect to which a Governmental
         Authority requires environmental investigation,  monitoring,  reporting
         or remediation.

         4.23    Employees.

                  4.23.1. Schedule 4.23 contains a complete and accurate list of
the following  information  for each  employee or director of American  Polymer,
including each employee on leave of absence or layoff  status;  name; job title;
current  compensation  paid or payable  by  American  Polymer  and any change in
compensation since December 31, 1996; vacation accrued; and service credited for
purposes  of  vesting  and   eligibility  to  participate   under  any  pension,
retirement, profit-sharing,  thrift-savings, deferred compensation, stock bonus,
stock option, cash bonus,  employee stock ownership (including investment credit
or payroll stock ownership),  severance pay,  insurance,  medical,  welfare,  or
vacation plan,  other Employee  Pension Benefit Plan or Employee Welfare Benefit
Plan, or any other employee benefit plan or any Director Plan.

                  4.23.2. No employee or director of American Polymer is a party
to, or is  otherwise  bound by, any  agreement  or  arrangement,  including  any
confidentiality,  noncompetition,  or proprietary rights agreement, between such
employee or director and any other Person ("Proprietary

                                       18

<PAGE>



Rights  Agreement") that in any way adversely  affects or is likely to adversely
affect (i) the  performance of his duties as an employee or director of American
Polymer,  or (ii) the  ability of  American  Polymer to  conduct  its  business,
including any Proprietary  Rights Agreement with American Polymer or any current
American  Polymer  Shareholder  by any such  employee or  director.  To American
Polymer's  knowledge,  no director,  officer,  or other key employee of American
Polymer intends to terminate his employment with American Polymer.

         4.24. Certain Payments.  Since its inception,  neither American Polymer
nor any director,  officer,  agent, or employee of American Polymer or any other
Person  associated  with or  acting  for or on behalf of  American  Polymer  has
directly or indirectly (a) made any contribution,  gift, bribe, rebate,  payoff,
influence payment,  kickback, or other payment to any Person, private or public,
regardless  of form,  whether  in money,  property,  or  services  (i) to obtain
favorable  treatment in securing business,  (ii) to pay for favorable  treatment
for  business  secured,  (iii) to  obtain  special  concessions  or for  special
concessions  already  obtained,  for or in  respect of  American  Polymer or any
affiliate of American Polymer, or (iv) in violation of any Legal Requirement; or
(b)  established  or maintained  any fund or asset that has not been recorded in
the books and records of American Polymer.

         4.25.  Relationships  with  Related  Persons.  Except  as set  forth in
Schedule 4.25, no five percent or greater  shareholder  of American  Polymer nor
any  officer or director of American  Polymer,  has, or since the  inception  of
American Polymer has had, any interest in any property (whether real,  personal,
or mixed and whether tangible or intangible),  used in or pertaining to American
Polymer.

         4.26 Brokers.  American  Polymer has not incurred nor will it incur any
brokerage,  finder's,  or  similar  fee in  connection  with the  Merger  or the
Transaction.

         4.27. American Polymer Schedules. Within twenty (20) days from the date
hereof,  American  Polymer  shall  deliver to Emerald  the  following  schedules
(collectively  "American Polymer Schedules") which consist of separate schedules
dated as of the date of execution of this Agreement and  instruments and data as
of such date, all certified by the chief executive  officer of American  Polymer
as complete, true, and correct:

                  (a) A Schedule  describing  any and all  options,  warrants or
         other rights to purchase the securities of American  Polymer,  together
         with copies of any documents relating thereto (Schedule 4.2);

                  (b)     A Schedule describing any required consents (Schedule 
         4.5);

                  (c) A Schedule  containing  complete and correct copies of the
         Articles of Incorporation and Bylaws,  as amended,  of American Polymer
         in effect as of the date of this  Agreement  and all Board of  Director
         and shareholder minutes and resolutions adopted since December 31, 1995
         (Schedule 4.6);

                                       19

<PAGE>



                (d)  A Schedule including American Polymer Financial Statements 
         (Schedule 4.7);

                (e) A Schedule of all liabilities (exceeding $10,000) included
         on the American  Polymer  Financial  Statements or arising  thereafter.
         This  Schedule  shall  be  updated  as of the  Effective  Date and such
         updated Schedule shall be delivered to Emerald immediately prior to the
         Effective Time (Schedule 4.8);

                (f) A Schedule  setting  forth a  description  of any material
         adverse  change  in  the  business,  operations,  property,  inventory,
         assets,  or  condition of American  Polymer  since the date of American
         Polymer Financial Statements (Schedule 4.9);

                (g) A Schedule describing any and all litigation or proceeding
         to which American Polymer is a party or threatened to be party which is
         likely to effect,  materially  and  adversely,  American  Polymer,  its
         business or assets (Schedule 4.10);

                (h) A Schedule describing all governmental  licenses,  permits
         and other  governmental  authorizations  (or  requests or  applications
         therefor)  pursuant to which American Polymer carries on or proposes to
         carry on its  business  (except  those  which,  in the  aggregate,  are
         immaterial  to the  present or proposed  business of American  Polymer)
         (Schedule 4.11);

                 (i) A Schedule  containing a description of all leases and all
         material contracts of American Polymer (Schedule 4.12);

                 (j) A Schedule listing all subsidiaries (Schedule 4.15);

                 (k) A Schedule of all Intellectual  Property owned by American
         Polymer (Schedule 4.17);

                 (l) A Schedule  containing a description  of all real property
         leased by American Polymer together with a copy of all lease agreements
         (Schedule 4.18);

                 (m) A Schedule of all insurance maintained by American Polymer
         (Schedule 4.21);

                 (n)  A  Schedule   containing  copies  of  all  contracts  for
         employment of any officer or employee that is not terminable on 30 days
         (or less) notice (Schedule 4.23); and

                 (o)  A  Schedule  of  all  other  documents,  disclosures,  or
         representations  required to be disclosed by this Agreement or required
         to be  disclosed  in order to set forth all  material  facts  regarding
         American Polymer.

         4.28.  Information.  The information concerning American Polymer set 
forth in this Agreement and in the American Polymer Schedules is complete and 
accurate in all material respects

                                       20

<PAGE>


and does not contain any untrue  statement  of material  fact or omit to state a
material fact required to make the statements made in light of the circumstances
under which they were made, not misleading.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF EMERALD

         Emerald represents and warrants to American Polymer except as disclosed
in this Agreement or or in the case of any representation qualified by its terms
to a particular  schedule  ("Schedule")  of Emerald  attached  hereto  ("Emerald
Schedule")  such specific  Emerald  Schedule,  that the statements  made in this
Article V will be correct and complete at the Effective Time provided,  however,
if there is no Effective Time, then no party shall be liable for any inaccuracy.
The representations and warranties to be made by Emerald Merger Sub will be true
and correct at the  Effective  Time.  For purposes of this Article V, all of the
representations and warranties made by Emerald and referred to in this Article V
as  made  by  "Emerald",   shall  also  be  deemed,  for  all  purposes,  to  be
representations  and  warranties  made by Emerald Merger Sub about the status or
condition  of  Emerald  Merger  Sub at the  Effective  Time to the  extent  such
representations and warranties are applicable to Emerald Merger Sub.

         5.1 Organization.

                  5.1.1.  Emerald.  Emerald  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite licenses, qualifications, corporate power and authority to
own,  lease and operate its properties and to carry on its business as now being
conducted, except where the failure to be so existing and in good standing or to
have  such  qualifications,  licenses,  power  and  authority  would  not in the
aggregate  have a  material  adverse  effect  on  the  business,  operations  or
financial  condition of Emerald.  Emerald is duly  qualified to do business as a
foreign  corporation  and is in good  standing  under the laws of each  state or
jurisdiction which requires such qualification except where the failure to be so
existing and in good  standing or to have such  qualifications  would not in the
aggregate  have a  material  adverse  effect  on  the  business,  operations  or
financial condition of Emerald.

                  5.1.2.  Emerald  Merger Sub. At the  Effective  Time,  Emerald
Merger Sub will be a corporation  duly organized,  validly  existing and in good
standing  under  the  laws of the  State of Utah  and  will  have all  requisite
licenses,  qualifications,  corporate  power  and  authority  to own,  lease and
operate its  properties  and to carry on its  business  as now being  conducted,
except where the failure to be so existing and in good  standing or to have such
qualifications,  licenses, power and authority would not in the aggregate have a
material  adverse effect on the business,  operations or financial  condition of
Emerald  Merger Sub or Emerald.  Emerald  Merger Sub will be formed for the sole
purpose of effecting the Merger and will have no material assets or liabilities.

     5.2.  Capitalization.   The  capitalization  of  Emerald  is  comprised  of
25,000,000  shares of common stock,  $.001 par value, of which 6,608,698  shares
are currently issued and outstanding. All


                                       21

<PAGE>



outstanding  shares have been duly authorized,  validly issued,  and fully-paid.
All of the outstanding  shares are  non-assessable and free of cumulative voting
or  pre-emotive  rights.  There  are  no  outstanding  or  presently  authorized
securities,  warrants,  options, or related commitments of any nature of Emerald
not disclosed in this Agreement,  in the Emerald Financial  Statements or in the
Emerald  Schedules  (Schedule  5.2.) attached  hereto.  None of the  outstanding
equity  securities or other securities of Emerald was issued in violation of the
Securities Act or any other Legal  Requirement.  Prior or, or in connection with
the Merger,  Emerald shall effect a 1-for-10  reverse  split of its  outstanding
shares. (See "Exhibit "C"- Capitalization Chart").

                  5.2.1 The  capitalization  of Emerald  Merger Sub will, at the
Effective Time,  consist of 5,000,000  shares of common stock,  $.001 par value.
Immediately  prior to the  Effective  Time,  there will be 100 shares of Emerald
Merger Sub common  stock  issued and  outstanding  all of which will be owned by
Emerald.  In  connection  with the Merger,  such shares shall be converted  into
shares of American  Polymer,  all of which will,  after the  Effective  Time, be
owned by Emerald.

         5.3.     Reorganization Related Representations.

                  5.3.1.  This Agreement has been  negotiated  between  American
Polymer and Emerald at arms' length.  The fair market value of the Emerald stock
received  by  each  American   Polymer   Shareholder   in  the  Merger  will  be
approximately  equal to the fair market  value of the  American  Polymer  Common
Stock surrendered in the Exchange.

                  5.3.2.  Following the Effective  Time,  American  Polymer will
hold at least 90% of the fair market value of its net assets and at least 70% of
the fair market value of its gross  assets,  and at least 90% of the fair market
value of Emerald  Merger  Sub's net  assets and at least 70% of the fair  market
value of Emerald Merger Sub's gross assets held immediately prior to the Merger.
For purposes of this representation, amounts used by American Polymer or Emerald
Merger Sub to pay reorganization expenses, and all redemptions and distributions
(except for regular,  normal dividends) made by American Polymer are included as
assets of  American  Polymer or Emerald  Merger Sub,  respectively,  immediately
prior to the Effective Time.

                  5.3.3.  Immediately prior to the Effective Time,  Emerald will
be in control of Emerald  Merger Sub within the meaning of Section 368(c) of the
Code.

                  5.3.4    Emerald has no plan or intention to reacquire any of
its stock issued in the Merger.

                  5.3.5.  Emerald has no plan or intention to liquidate American
Polymer; to merge American Polymer with or into another corporation;  to sell or
otherwise dispose of the stock of American Polymer except for transfers of stock
to corporations  controlled by Emerald;  or to cause American Polymer to sell or
otherwise  dispose  of any of its  assets  or any of the  assets  acquired  from
Emerald  Merger Sub,  except for  dispositions  made in the  Ordinary  Course of
Business or transfers of assets to a corporation controlled by American Polymer.

                                       22

<PAGE>



                  5.3.6.  Emerald Merger Sub will have no liabilities assumed by
American Polymer and will not transfer to American Polymer any assets subject to
liabilities in the Merger.

                  5.3.7.  Following  the  Effective  Time,  Emerald  will  cause
American Polymer to continue its historic business or use a significant  portion
of its historic business assets in a business.

                  5.3.8.  Emerald,  Emerald Merger Sub, American Polymer and the
shareholders of American  Polymer will pay their  respective  expenses,  if any,
incurred in connection with the transaction.

                  5.3.9.  There  is  no  intercorporate   indebtedness  existing
between Emerald and American Polymer, or between Emerald Merger Sub and American
Polymer, which was issued, acquired, or will be settled at a discount.

                  5.3.10 At the Effective Time, shares of American Polymer stock
representing  control of  American  Polymer as defined in Section  368(c) of the
Code,  will be Exchanged  solely for voting stock of Emerald.  No  consideration
other  than  Emerald  Common  Stock  will  be  paid  or  received  (directly  or
indirectly, actually or constructively) for American Polymer Common Stock.

                  5.3.11. Emerald does not own, nor has it owned during the past
five years, any shares of the stock of American Polymer.

                  5.3.12.   Emerald  is not an investment company as defined in 
Section 368(a)(2)(f)(iii) and (iv) of the Code.

                  5.3.13.   None   of   the   compensation   received   by   any
shareholder-employees of American Polymer will be separate consideration for, or
allocable to, any of their shares of American Polymer stock.  None of the shares
of Emerald  Common  Stock  received  by any  shareholder-  employee  of American
Polymer  will be separate  consideration  for, or allocable  to, any  employment
agreement;  and the compensation paid to any  shareholder-employees  will be for
services  actually  rendered and will be commensurate with amounts paid to third
parties bargaining at arms-length for similar services.

         5.4.  Authority  Relative to this  Agreement.  Emerald  has, and at the
Effective  Time,  Emerald  Merger Sub will have,  the full  corporate  power and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
Transaction.  The execution and delivery of this Agreement and the  consummation
of the  Transaction  have  been  duly and  validly  authorized  by the  Board of
Directors of Emerald. Except for the approval of its shareholders, the change of
Emerald's  domicile  to Utah and the  change  of its  name,  no other  corporate
proceedings  on the part of  Emerald  or Emerald  Merger  Sub are  necessary  to
authorize  this  Agreement or to consummate the  transactions  so  contemplated.
Subject to the laws of bankruptcy,  insolvency,  general  creditor's rights, and
equitable  principles,  this  Agreement  has been duly and validly  executed and
delivered by Emerald

                                       23

<PAGE>



and constitutes a valid and binding agreement of Emerald, enforceable against it
in accordance with its terms.

         5.5.  Approvals and Consents; Noncontravention.

                  5.5.1.  Except for incorporating  Emerald Merger Sub, changing
Emerald's  domicile  to Utah and for the filing of  Articles  of Merger with the
Utah Division of Corporations,  Department of Commerce, no consent, approval, or
other action by, or notice to or registration  or filing with, any  governmental
or administrative agency or authority is required or necessary to be obtained by
Emerald nor Emerald  Merger Sub in connection  with the  execution,  delivery or
performance  of  this  Agreement  by  Emerald  or  Emerald  Merger  Sub  or  the
consummation of the Transaction.

                  5.5.2.  No consent,  approval,  waiver or other  action by any
Person  under  any  material  contract,   agreement,  note,  indenture,   lease,
instrument,  or other document, or obligation to which Emerald or Emerald Merger
Sub is a party or to which or by which any of their  properties  or  assets  are
bound is required or necessary for the execution,  delivery,  and performance of
this  Agreement  by  Emerald or Emerald  Merger Sub or the  consummation  of the
Transaction  American  Polymer  represents  and  warrants to Emerald,  except as
disclosed in this  Agreement or in the case of any  representation  qualified by
its terms to a particular  schedule  ("Schedule") of American  Polymer  attached
hereto  ("American  Polymer  Schedule") such specific American Polymer Schedule,
that the statements  made in this Article IV will be correct and complete at the
Effective Time provided,  however,  if there is no Effective Time, then no party
shall be liable for any  inaccuracy.  For  purposes of this Article IV, each and
every reference to American  Polymer shall mean and include American Polymer and
each  subsidiary of American  Polymer  ("American  Polymer  Subsidiary")  unless
otherwise indicated. .

                  5.5.3.  The  execution,   delivery,  or  performance  of  this
Agreement  by  Emerald  and  Emerald  Merger  Sub  and the  consummation  of the
Transaction  will not (i) violate or  conflict  with the  charter  documents  or
Bylaws of Emerald or Emerald  Merger Sub; (ii) violate or conflict with any law,
regulation, order, judgment, award, administrative  interpretation,  injunction,
writ, or decree  applicable to Emerald or Emerald  Merger Sub or by which any of
their property or assets are bound,  or any agreement or  understanding  between
any administrative or regulatory authority,  on the one hand, and Emerald and/or
Emerald Merger Sub on the other hand; or (iii) violate or conflict with,  result
in a breach  of,  result in or permit the  acceleration  or  termination  of, or
constitute a default under any agreement, instrument, note, indenture, mortgage,
lien, lease, or other contract,  arrangement,  or understanding to which Emerald
or Emerald Merger Sub is a party or by which any of their property or assets are
bound.

         5.6. Articles of Incorporation and Bylaws.  Attached hereto as Schedule
5.6 are true and correct copies of the Articles of  Incorporation  and Bylaws of
Emerald.  Such Articles of Incorporation and Bylaws are in full force and effect
and no amendments  are pending.  Emerald is not in violation of any provision of
its Certificate of Incorporation or Bylaws. Schedule 5.6 also contains all Board
of Director minutes and resolutions and all Shareholder minutes and resolutions

                                       24

<PAGE>



of Emerald since January 1, 1996.  The Articles of  Incorporation  and Bylaws of
Emerald  Merger Sub shall,  at the Effective  Time, be in a form  acceptable and
approved by American  Polymer.  Emerald  Merger Sub will be formed  prior to the
Effective  Time for the sole purpose of effecting  the Merger.  At the Effective
Time, it shall have no  liabilities,  no assets,  except for a limited amount of
cash (less than $500.00) and no operations.

         5.7 Financial Statements. Attached hereto as Schedule 5.7 are unaudited
financial  statements  of  Emerald  as of March 31,  1998  ("Emerald  Management
Reports")  and  audited  financial  statements  of Emerald ( for the years ended
December 31, 1997 and December 31, 1996, together with the related footnotes and
report thereon of Tanner & Co. (the " Emerald  Audited  Financial  Statements").
The Emerald Management Reports and the Emerald Audited Financial  Statements are
hereafter  referred  to as the "  Emerald  Financial  Statements."  The  Emerald
Financial  Statements  are correct and  complete in all  material  respects  and
fairly present,  in accordance with generally  accepted  accounting  principles,
consistently applied, the financial position of Emerald as of such dates and the
results of operations and changes in financial  position for such periods all in
accordance with GAAP, (in the case of the Emerald  Management  Reports,  GAAP as
applicable  to  quarterly  financial  statements)  subject,  in the  case of the
Emerald Management Reports, to normal recurring year-end adjustments (the effect
of which will not, individually or in the aggregate,  be materially adverse) and
the absence of the notes (that if  presented  would not differ  materially  from
those included in the Emerald Audited Financial Statements).

                  5.7.1.  Emerald (i) keeps books, records and accounts that, in
reasonable  detail,  accurately  and fairly  reflect  (A) the  transactions  and
dispositions of assets of such entity and (B) the value of inventory  calculated
in  accordance  with GAAP,  and (ii)  maintains a system of internal  accounting
controls  sufficient to provide  reasonable  assurance that (A) transactions are
executed in accordance with management's general or specific authorization,  (B)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity  with GAAP and to maintain  accountability  for assets,
(C) access to assets is permitted only in accordance with  management's  general
or specific  authorizations,  and (D) the recorded  accountability for assets is
compared with existing assets at reasonable  intervals and appropriate action is
taken with respect to any differences.

                  5.7.2. Neither Emerald nor any employee,  agent, consultant or
representative  of Emerald  has made any payment of funds of Emerald or received
or retained any funds in violation of any applicable law, rule or regulation.

                  5.7.3.  Emerald  Merger  Sub  will  be  formed  prior  to  the
Effective  Time for the sole purpose of effecting  the Merger.  At the Effective
Time, it shall have no  liabilities,  no assets,  except for a limited amount of
cash (less than $500.00) and no operations.

         5.8.  Undisclosed Material  Liabilities.  Emerald is not subject to any
material  liability  ($10,000 or more) of any kind whatsoever  (whether accrued,
absolute,  contingent, or otherwise) that are, individually or in the aggregate,
material to Emerald taken as a whole other than:


                                       25

<PAGE>



                  (a)  liabilities disclosed or provided for in the most recent 
         Emerald Financial Statements;

                  (b)  liabilities  incurred in the ordinary  course of business
         since the date of the Emerald Financial Statements consistent with past
         practice;

                  (c)  liabilities   contemplated  by  and  arising  under  this
         Agreement; and

                  (d) liabilities described in Schedule 5.8 attached hereto.

         To the  knowledge of Emerald,  there is no basis for the  imposition of
any other  liabilities  which  could  reasonably  be expected to have a material
adverse  effect on the  business,  properties,  assets or  operations of Emerald
taken as a whole.

         5.9.  Absence of Certain Changes or Events.  Except (i) as contemplated
by this Agreement;  and (ii) as disclosed in Schedule 5.9, since March 31, 1998,
Emerald has not:

                  (a)   suffered  any  change  in  its   business,   operations,
         properties,  condition (financial or otherwise), or Prospects which has
         had, or to Knowledge of Emerald,  could reasonably be expected to have,
         individually  or in the  aggregate,  a material  adverse  effect on the
         business, properties, assets or operations of Emerald taken as a whole;

                  (b) suffered any damage,  destruction  or loss (whether or not
         covered by insurance)  with respect to any of its  properties or assets
         which has had, or to the  Knowledge  of Emerald,  could  reasonably  be
         expected to have,  individually or in the aggregate, a material adverse
         effect on the  business,  properties,  assets or  operations of Emerald
         taken as a whole;

                  (c) except in the Ordinary  Course of  Business,  incurred any
         liability or obligation (absolute,  accrued,  contingent or otherwise),
         in an amount in excess of $10,000;

                  (d) changed any of its accounting methods, principles or 
         practices;

                  (e)  revalued  any asset,  other than due to  depreciation  or
         amortization;

                  (f) paid,  discharged  or  satisfied  any claim,  liability or
         obligation  not  reflected in the Emerald  Financial  Statements  in an
         amount in excess of $10,000;

                  (g) except in the Ordinary  Course of  Business,  entered into
         any commitment or  transaction  material to Emerald taken as a whole in
         an amount in excess of $10,000;

                  (h) declared,  set aside or paid any dividend or  distribution
         in respect of any capital  stock,  or redeemed,  purchased or otherwise
         acquired any of these securities or modified its capitalization;

                                       26

<PAGE>



                  (i) increased or established any bonus, insurance,  severance,
         deferred  compensation,  pension,  retirement,  profit  sharing,  stock
         option (including,  without limitation,  the granting of stock options,
         stock  appreciation  rights,  performance  awards,  or restricted stock
         awards),  stock purchase or other  employee  benefit plan, or otherwise
         changed the compensation payable or to become payable to any officer or
         key employees of Emerald;

                  (j) except in the  Ordinary  Course of  Business,  canceled or
         written  off any debts or waived  any  claims in an amount in excess of
         $10,000;

                  (k) except in the Ordinary Course of Business, transferred any
         assets in an amount in excess of $10,000 or made  capital  expenditures
         and commitments in an amount in excess of $10,000 in the aggregate;

                  (l) paid or loaned (other than payment of salaries or benefits
         or  reimbursement  of expenses) any amount to, or sold,  transferred or
         leased any  properties or assets to, or entered into any contract with,
         any of its officers or directors,  or any Affiliate or Associate of any
         of its officers or directors;

                  (m)  increased  its  reserves  for bad debts,  guaranteed  any
         obligation,  except in the Ordinary Course of Business,  or indemnified
         any Person; or

                  (n)  agreed  (whether  or  not  in  writing)  to do any of the
         foregoing.

         5.10.  Litigation  and  Proceedings.  There is no  claim or  Proceeding
pending or, to the  Knowledge of Emerald,  Threatened  against  Emerald,  or any
property or asset of Emerald, by any Person or any Governmental  Authority which
(i) is reasonably likely to have,  individually and in the aggregate, a material
adverse effect on the business, assets or operations of Emerald taken as a whole
or (ii) seeks to delay or prevent the consummation of the Transaction. As of the
date hereof, neither Emerald nor any property or asset of Emerald, is subject to
any Order. To the Knowledge of Emerald,  there is no basis for any claim, action
or  Proceeding  against  Emerald  which could  reasonably  be expected to have a
material  adverse  effect  on  the  business  assets,  operations  or  financial
condition of Emerald taken as a whole.

         5.11.  Compliance with Laws, Rules and Regulations.  Schedule 5.11 sets
forth  all  material  governmental  licenses,  permits  and  other  Governmental
Authorization (or requests or applications  therefor)  pursuant to which Emerald
carries on its  business.  To the  knowledge  of Emerald,  it complies  with all
applicable  federal laws,  rules and  regulations  and all applicable  state and
local laws,  rules and  regulations  relating to the  operation of its business,
except to the extent that  non-compliance  would not  materially  and  adversely
affect the business,  operations,  properties, assets or condition of Emerald or
except to the extent that  non-compliance  would not result in the occurrence of
any material liability for Emerald.


                                       27

<PAGE>



                  5.11.1 To the  Knowledge  of Emerald has made all filings with
the United States  Securities and Exchange  Commission  ("SEC") that it has been
required to make under the Securities  Act and the Securities  Exchange Act. The
documents  (including Emerald Financial Statements contained therein) filed with
the  SEC,  except  as  amended,  complied  in all  material  respects  with  the
requirements  of the Securities  Act and the Securities  Exchange Act and to the
Knowledge of Emerald none of such  documents  contained a  misrepresentation  of
material fact or omitted to state a material fact required to be stated  therein
to make the statements made therein,  in light of the circumstances  under which
they were made, not misleading.  Attached hereto as Schedule 5.11, are copies of
the SEC reports filed by Emerald Since January 1, 1997.

         5.12.  Contracts.  Schedule 5.12 sets forth a complete and correct list
of all Contracts to which  Emerald is a party or by which any of its  properties
or assets are bound. To the best of its Knowledge, Emerald is not a party to any
other  Contract.  To the  knowledge  of  Emerald,  and  subject  to the  laws of
bankruptcy, insolvency, general creditor's rights, and equitable principles, all
Contracts to which  Emerald is a party or by which its  properties or assets are
bound and which are material to its operations  taken as a whole,  are valid and
enforceable in all material respects.

         5.13.  Material Contract Defaults.  To the Knowledge of Emerald,  it is
not in  default  in any  material  respect  under the  terms of any  outstanding
contract, agreement, promissory notes, license, lease, or other commitment which
is material to the business,  operations,  assets, or condition of Emerald,  and
there is no event of default or other event which,  with notice or lapse of time
or both,  would  constitute  a default in any  material  respect  under any such
contract,  agreement, lease, or other commitment in respect of which Emerald has
not taken adequate steps to prevent such a default from occurring.

         5.14.  Taxes and Tax  Returns.  All Tax Returns  with  respect to taxes
based upon net  income  filed by Emerald  since its  inception  are set forth in
Schedule 5.14 attached hereto.  Emerald has filed all Tax Returns required to be
filed by it and has paid and  discharged  all taxes shown as due thereon and has
paid all taxes when due, other than such payments as are being contested in good
faith by appropriate  Proceedings and as to which sufficient  reserves have been
established.  Neither the IRS nor any other taxing authority or agency, domestic
or foreign, is now asserting or, to the Knowledge of Emerald,  has Threatened to
assess against Emerald, any deficiency or claim for additional taxes or interest
thereon or penalties in connection therewith. Emerald has not granted any waiver
of any statute of limitations with respect to, or agreed to any extension of the
period for the  assessment  of, any tax.  Emerald has properly  reported on Form
1099 all amounts paid to consultants and no consultant or other person to whom a
payment has been made by Emerald  should be classified as an employee  under the
IRC.

         All Tax Returns filed by Emerald are true,  correct and complete in all
material  respects and accurately set forth all items to the extent  required to
be  reflected or included in such returns by  applicable  law.  Emerald is not a
party to any tax sharing agreement.


                                       28

<PAGE>



         Emerald has not agreed,  and is not required,  to make any  adjustments
pursuant to Section 481(a) of the IRC or any similar provision of state or local
law by reason  of a change in  accounting  method  initiated  by it or any other
relevant party.  To the Knowledge of Emerald,  the IRS has not proposed any such
adjustment or change in accounting  method.  No  application is pending with any
taxing  authority  requesting  permission for any changes in accounting  methods
that relate to the business or assets of Emerald.

                  5.16.1.  The accruals and reserves for taxes  reflected in the
most recent  balance sheet  ("Emerald  Balance  Sheet")  included in the Emerald
Financial Statements are adequate to cover all taxes accruable through such date
(including interest and penalties, if any, thereon) in accordance with generally
accepted accounting  principles  consistently applied. The term "tax" or "taxes"
means  federal  state,  local,  foreign,  and  other  taxes,  including  without
limitation,  income taxes,  estimated taxes,  alternative  minimum taxes, excise
taxes,  sales  taxes,  use  taxes,  value-added  taxes,  gross  receipts  taxes,
withholding  taxes,  stamp  taxes,   transfer  taxes,   windfall  profit  taxes,
environmental  taxes and property taxes,  whether or not measured in whole or in
part by net income,  and all deficiencies,  or other additions to tax, interest,
fines and penalties.

         5.15. No Subsidiaries.  Emerald  currently has no subsidiaries and does
not own any capital stock, security,  partnership interest, or other interest of
any kind in any corporation,  partnership,  joint venture, association, or other
entity.  Emerald will, prior to the Effective Time, form Emerald Merger Sub as a
wholly-owned  subsidiary solely for the purpose of effecting the Merger. Neither
Emerald nor Emerald Merger Sub will have any other subsidiaries either prior to,
or at, the Effective Date.

         5.16. Cash Assets. Emerald's sole asset is cash. Emerald shall have net
cash assets of not less than $2,500,000 at the Effective Time.

         5.17.  Intellectual Property.   Emerald has no intellectual properties.

         5.18.  Real Property Leaseholds.  Emerald has no leasehold properties 
or equipment and Emerald does not own any real property.

         5.19.  Accounts Receivables.  Emerald has no accounts receivable.

         5.20.  Inventory.  Emerald has no inventory.

         5.21.  Insurance.  Emerald maintains no insurance policies.

         5.22.  Environmental Matters.

                  5.22.1. Neither Emerald nor any predecessor of Emerald (i) has
violated or is  violation  of any  Environmental  Law;  (ii) has owned or leased
properties  (including  but  without  limitation,  soils and  surface and ground
waters) which are contaminated with any Hazardous  Substance;  (iii) is actually
or potentially or, to the Knowledge of Emerald, allegedly liable for any

                                       29

<PAGE>



off-site contamination;  (iv) is actually or potentially or, to the Knowledge of
Emerald,  allegedly  liable  under any  Environmental  Law  (including,  without
limitation,  pending or threatened liens); (v) has failed to obtain all permits,
licenses  and  other   authorization   required  under  any   Environmental  Law
("Environmental  Permits");  or (vi) has  failed  to be in  compliance  with its
Environmental permits.

                  5.22.2.  To the Knowledge of Emerald,  neither Emerald nor any
of its predecessors,  or their respective  subsidiaries or joint ventures,  have
any  material  Environmental  Liabilities,  and none of such  entities  have had
within  the five (5) years  preceding  the date  hereof a  material  release  of
Hazardous  Substances into the environment in violation of any Environmental Law
or Environmental Permit.

                  5.22.3.  For the purposes of this Section 5.22,  the following
terms have the following meanings:

                  "Environmental Laws" shall mean any and all federal, state and
         local  laws  (including  case  law),  regulations,  ordinances,  rules,
         judgments,   orders,  decrees,  codes,  plans,  injunctions,   permits,
         concessions,  grants, franchises, licenses, agreements and governmental
         restrictions   relating  to  (i)  human  health,   the  environment  or
         emissions,   discharges  or  releases  of   pollutants,   contaminants,
         Hazardous   Substances  or  wastes  into  the  environment;   (ii)  the
         manufacture,   processing,   distribution,   use,  treatment,  storage,
         disposal, transport or handling of pollutants,  contaminants, Hazardous
         Substances or wastes or the clean-up or other remediation  thereof;  or
         (3) the pollution of the environment.

                  "Environmental   Liabilities"   shall  mean  all  liabilities,
         whether vested or unvested,  contingent or fixed, which (i) arise under
         or relate to Environmental Laws and (ii) relate to actions occurring or
         conditions existing on or prior to the Effective Time.

                  "Hazardous Substances" shall mean (1) those substances defined
         in or regulated  under the following  federal  statutes and their state
         counterparts,  as  each  may be  amended  from  time to  time,  and all
         regulations thereunder: the Hazardous Materials Transportation Act; the
         Resources    Conservation   and   Recovery   Act;   the   Comprehensive
         Environmental  Response,  Compensation and Liability Act; the Clean Air
         Act; the Safe Drinking  Water Act (Clean Water Act);  the Atomic Energy
         Act; the Federal Insecticide,  Fungicide,  and Rodenticide Act; and the
         Substances  Control Act; (2) petroleum and petroleum products including
         crude oil and any fractions  thereof;  (3) natural gas,  synthetic gas,
         natural gas liquids and any mixtures thereof;  (4) radon; (5) any other
         contaminant; and (6) any substance with respect to which a Governmental
         Authority requires environmental investigation,  monitoring,  reporting
         or remediation.

         5.23.    Employees.  Emerald has no employees and Emerald Merger Sub 
will have no employees.


                                       30

<PAGE>



         5.24.  Certain Payments.  Since its inception,  neither Emerald nor any
director,  officer, agent, or employee of Emerald or any other Person associated
with or acting for or on behalf of Emerald,  has directly or indirectly (a) made
any contribution,  gift, bribe, rebate, payoff, influence payment,  kickback, or
other payment to any Person,  private or public,  regardless of form, whether in
money,  property,  or services  (i) to obtain  favorable  treatment  in securing
business,  (ii) to pay for favorable  treatment for business  secured,  (iii) to
obtain special concessions or for special  concessions already obtained,  for or
in respect of Emerald or any  affiliate of Emerald,  or (iv) in violation of any
Legal Requirement,  (b) established or maintained any fund or asset that has not
been recorded in the books and records of Emerald.

         5.25.  Brokers.  Except as disclosed in Schedule 5.25,  Emerald has not
incurred nor will it incur any brokerage, finder's, or similar fee in connection
with the Merger or the transactions contemplated by this Agreement.

         5.26. Emerald Schedules.  Within twenty (20) days from the date hereof,
Emerald shall deliver to American Polymer the following schedules  (collectively
"Emerald Schedules") which consist of separate schedules dated as of the date of
execution  of this  Agreement  and  instruments  and data as of such  date,  all
certified  by the chief  executive  officer of Emerald as  complete,  true,  and
correct:

                  (a) a Schedule  describing  any and all  options,  warrants or
         other  rights to purchase  the  securities  of Emerald,  together  with
         copies of any documents relating thereto (Schedule 5.2);

                  (b) a Schedule  containing  complete and correct copies of the
         Certificate  of  Incorporation  and Bylaws,  as amended,  of Emerald in
         effect as of the date of this  Agreement  and all Board of Director and
         shareholder   minutes  and  resolutions  adopted  since  its  inception
         (Schedule 5.6);

                  (c)  a Schedule including Emerald Financial Statements 
         (Schedule 5.7);

                  (d) a Schedule of all liabilities (exceeding $10,000) included
         on  the  Emerald  Financial  Statements  or  arising  thereafter.  This
         Schedule  shall be updated as of the  Effective  Date and such  updated
         Schedule shall be delivered to American  Polymer  immediately  prior to
         the Effective Time (Schedule 5.8);

                  (e) a Schedule  setting  forth a  description  of any material
         adverse  change  in  the  business,  operations,  property,  inventory,
         assets,  or  condition of Emerald  since the date of Emerald  Financial
         Statements (Schedule 5.9);

                  (f) a Schedule containing copies of Emerald's SEC filings
         (Schedule 5.11);


                                       31

<PAGE>



                  (g)      a Schedule containing a description of all material 
          Contracts of Emerald (Schedule 5.12);

                  (h)  a  Schedule  of  all  other  documents,  disclosures,  or
         representations  required to be disclosed by this Agreement or required
         to be  disclosed  in order to set forth all  material  facts  regarding
         Emerald.

         5.27.  Information.  The  information  concerning  Emerald  and Emerald
Merger Sub set forth in this Agreement and in the Emerald  Schedules is complete
and accurate in all material  respects and does not contain any untrue statement
of  material  fact  or omit  to  state a  material  fact  required  to make  the
statements made, in light of the  circumstances  under which they were made, not
misleading.

         5.28. Additional Information Available.  Emerald will make available to
each  Shareholder  of American  Polymer the  opportunity  to ask  questions  and
receive  answers  concerning  the  acquisition  of Emerald  Common  Stock in the
Merger, and to obtain any additional  information which Emerald possesses or can
acquire without unreasonable effort or expense.


                                   ARTICLE VI
                            CONDUCT PRIOR TO CLOSING

         6.1. Conduct of Business. Prior to the Effective Date, American Polymer
and Emerald  shall  conduct  their  respective  businesses  only in the ordinary
course consistent with past practice.

         6.2. Additional Covenants by American Polymer and Emerald.  Between the
date hereof and the Effective Time,  except as contemplated by this Agreement or
in the  Ordinary  Course of  Business or with the prior  written  consent of the
other parties, which consent shall not unreasonably be withheld, neither Emerald
nor American Polymer shall:

                  (a)  make any change in its Articles of Incorporation or 
         Bylaws;

                  (b) make any change in the  authorized or issued shares except
         as contemplated by this Agreement;

                  (c) make any payment or  distribution  to  shareholders  (with
         respect  to their  stock) or  purchase  or redeem any shares of capital
         stock;

                  (d)  except  in the  Ordinary  Course of  Business,  mortgage,
         pledge,  or subject to lien or encumbrance  any of assets,  tangible or
         intangible;

                  (e)  except in the  Ordinary  Course of  Business,  cancel any
         debts or claims or waive any rights of value;


                                       32

<PAGE>



                  (f)  except  in the  Ordinary  Course of  Business,  incur any
         indebtedness  or  guarantees  or enter into any  commitment or make any
         material capital expenditures or investments;

                  (g) make any loan,  accrual or  arrangement  for or payment of
         bonuses  or  special  compensation  of any  kind  or any  severance  or
         termination pay to, any of its present or former officers or employees;

                  (h) make any  material  change in its  method  of  management,
         operation, or accounting;

                  (i)  enter into any other material transactions;

                  (j) except in the Ordinary Course of Business, hire any Person
as an employee;

                  (k) adopt any profit sharing,  bonus,  deferred  compensation,
         insurance,   pension,  retirement,  or  other  employee  benefit  plan,
         payment, or arrangement made to, for, or with its officers,  directors,
         or employees;

                  (l) grant or agree to grant any  options,  warrants,  or other
         rights for its stocks, bonds, or other corporate securities calling for
         the issuance thereof;

                  (m)  except  in the  Ordinary  Course  of  Business,  sell  or
         transfer, or agree to sell or transfer, any of its assets, property, or
         rights or cancel or agree to cancel, any debts or claims;

                  (n) make or permit any amendment or termination (other than in
         accordance  with its terms) of any  material  Contract,  agreement,  or
         license to which it is a party; or

                  (o) agree to do any of the foregoing.

         6.3. Access.  During normal business hours, American Polymer shall give
access  to   Emerald   (and  its   auditors,   counsel   and  other   authorized
representatives),  and Emerald  and  Emerald  Merger Sub agree to give access to
American   Polymer   (and   its   auditors,   counsel   and   other   authorized
representatives)  to each of their  premises  and books and  records,  including
minute books and stock transfer records, and (ii) all contracts,  agreements and
documents whether or not listed in the Schedules hereto; provided, however, that
any  such  investigation  shall  not  affect  any  of  the  representations  and
warranties  hereunder  or the right of any party  hereto  to rely  thereon;  and
provided  further,  that any such  investigation  shall be  conducted  in such a
manner as not to interfere  unreasonably  with the  operation of the business of
American Polymer and Emerald.  In the event of termination of this Agreement for
any reason Emerald,  on the one hand, and American  Polymer,  on the other hand,
will promptly  return,  or cause to be returned,  to the other,  all  non-public
documents obtained from the other party, and any copies of such documents.


                                       33

<PAGE>



         6.4. Confidentiality.  American Polymer, Emerald and Emerald Merger Sub
agree to keep confidential any information obtained pursuant to their respective
inspections  under this Agreement  unless (i) such  information is ascertainable
from public  sources or is or becomes  public other than through the  inspecting
party or its representatives, or (ii) disclosure of such information is required
by  applicable  securities  or  other  laws.  Moreover,  in  the  event  of  the
termination of this Agreement,  American Polymer, Emerald Merger Sub and Emerald
agree  that it will not  disclose,  utilize  or  exploit  to its  advantage  any
information  obtained  from the other  pursuant to its  examinations  under this
Agreement,  unless  necessary  to comply with  applicable  law or to enforce its
rights hereunder.

         The  parties  agree that a Breach of the  provisions  of Section 6.4 of
this   Agreement   could  cause   irreparable   damage  to  the  other  parties.
Consequently,  each agrees that in the event of any breach of any  provision  of
this Section 6.4 of this  Agreement,  a non-breaching  party, at its option,  in
addition to any other  remedies  provided by law or otherwise,  may apply to any
court of competent  jurisdiction for the entry of an immediate order to restrain
or enjoin the breach of these provisions and to otherwise  specifically  enforce
the  provisions of Section 6.4 of this  Agreement.  Each party hereby  expressly
waives the claim or defense in any such action that the  aggrieved  party has an
adequate remedy at law or in damages.

         6.5.  Compliance with Blue Sky Law. The parties shall jointly take such
action,  make  such  filings  and pay  such  filing  fees  as may be  reasonably
necessary to comply with all applicable  federal and state blue sky laws,  rules
and regulations relating to the issuance of securities in the Merger.

         6.6. Disclosure Supplements, Etc. Emerald will promptly notify American
Polymer of any material  event or change in the business or operation of Emerald
or any  Emerald  Subsidiary.  From  time to time  prior to the  Effective  Time,
Emerald  will  supplement  or amend the Emerald  Schedules  with  respect to any
matter hereafter arising which, if existing or occurring at or prior to the date
of this  Agreement  would have been  required to be set forth or  described in a
Emerald Schedule or which is necessary to complete or correct any information in
the Emerald Schedules or in any  representation or warranty of Emerald which has
been rendered inaccurate  thereby.  For purposes of Articles VII and VIII hereof
no such supplement or amendment to the Emerald Schedules or additional schedules
shall be given  effect but such  supplement,  amendment or  additional  schedule
shall be given  effect  for  purposes  of claims  with  respect to  breaches  of
representations and warranties pursuant to Article IX of this Agreement.

                  American  Polymer will promptly notify Emerald of any material
event or change in the business or operation of American Polymer or any American
Polymer  Subsidiary.  From time to time prior to the  Effective  Time,  American
Polymer will supplement or amend the American Polymer  Schedules with respect to
any matter hereafter  arising which, if existing or occurring at or prior to the
date of this Agreement  would have been required to be set forth or described in
an American  Polymer  Schedule or which is  necessary to complete or correct any
information  in the  American  Polymer  Schedules  or in any  representation  or
warranty of American  Polymer which has been rendered  inaccurate  thereby.  For
purposes of Articles VII and VIII hereof no such  supplement or amendment to the
American Polymer Schedules or additional schedules shall be given effect but

                                       34

<PAGE>



such  supplement,  amendment or  additional  schedule  shall be given effect for
purposes of claims with respect to breaches of  representations  and  warranties
pursuant to Article IX of this Agreement.

         6.7. Reasonable Efforts.  Subject to the provisions hereof, the parties
hereto shall use their  reasonable  efforts to take,  or cause to be taken,  all
actions,  and to do,  or cause to be  done,  all  things  necessary,  proper  or
advisable  under the provisions of this Agreement and under  applicable laws and
regulations to consummate and make effective the  transactions  contemplated  by
this  Agreement.  Without  limiting the  generality of the  foregoing  sentence,
Emerald shall use its reasonable efforts to insure that the conditions set forth
in Article  VII  hereof are  satisfied  insofar as such  matters  are within the
control of Emerald and  American  Polymer will use their  reasonable  efforts to
insure that the conditions set forth in Article IX hereof are satisfied, insofar
as such matters are within their control.

         6.8. Public Announcements. Prior to the Effective Time, no announcement
or disclosure of the  Transaction  will be made by any party without the consent
of all other parties,  which shall not be unreasonably  withheld;  provided that
Emerald  may make an  announcement  if,  on the  advice  of  counsel  and  after
reasonable  notice to American  Polymer it is  required to do so under  relevant
securities laws.


                                   Article VII
                         Conditions of American Polymer

          The obligation of American Polymer to consummate the Merger is subject
to the fulfillment,  by Emerald prior to or as of the Effective Time, of each of
the  following  conditions,  any of which may,  at the sole  option of  American
Polymer, be waived:

         7.1.  Representations.  The  representations  and  warranties  by or on
behalf of Emerald and Emerald  Merger Sub contained in this  Agreement or in any
certificate  or  documents   delivered  to  American  Polymer  pursuant  to  the
provisions  hereof shall be true in all material  respects at the Effective Time
as though such representations and warranties were made at and as of such time.

         7.2.  Compliance.  Emerald  shall have  performed and complied with all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at the Effective Time.

         7.3. No Material Adverse Change.  There shall not have occurred (i) any
material  adverse  change  since  March  31,  1998 in the  business,  Prospects,
properties,  results of  operations  or  financial  condition of Emerald and the
Emerald  Subsidiaries taken as a whole; or (ii) any loss or damage to any of the
Prospects, properties of or assets of Emerald and the Emerald Subsidiaries taken
as a whole which could reasonably be expected to materially  adversely affect or
impair their  ability to conduct  after the  Transaction  the business now being
conducted by them.

     7.4.  Certificate  of Emerald and Emerald  Merger Sub.  Emerald  shall have
delivered to Shareholders,  a certificate of Emerald,  dated the Effective Time,
and signed by its President to the

                                       35

<PAGE>



effect that (i) each of the  representations and warranties of Emerald contained
herein is true in all  material  respects  as of the  Effective  Time;  and (ii)
Emerald and Emerald Merger Sub have  performed,  in all material  respects,  all
obligations  and complied  with all covenants  required by this  Agreement to be
performed and complied with by them prior to the Effective Date.

         7.5  Resignation  of  Directors  and  Officers of Emerald.  The current
management  of Emerald,  except for Douglas P. Morris,  shall resign as officers
and directors of Emerald.

         7.6. Shareholder Approval.  Emerald's shareholders shall have approved 
the Transaction.

         7.7. Absence of Litigation. There shall not be any material litigation,
proceeding  or  governmental  investigation  pending,  threatened  or reasonably
believed by American  Polymer to be in prospect  pertaining to Emerald,  Emerald
Merger Sub or the Merger.

         7.8.  Good  Standing.  Emerald and  Emerald  Merger Sub will be in good
standing  in  their  respective  states  of  incorporation  respectively  at the
Effective Time and each shall deliver a Certificate of Good Standing to American
Polymer at the Effective Time.

         7.9. Employment Agreements. Emerald shall, prior to the Effective Time,
enter into an Employment Agreement with Michael N. Macris ("Macris") on mutually
agreeable  terms.  Such  Employment  Agreement  shall  be in lieu  of and  shall
supersede  and  replace  in  total,  any and  all  written  or  oral  employment
agreements, understandings,  relationships or course of dealing between American
Polymer and relating to employment or shareholder distributions. Such Employment
Agreement shall be for a term of five (5) years. Macris compensation will be set
forth  in the  Employment  Agreement.  A copy of such  Employment  Agreement  is
attached hereto as Exhibit D.

         7.10.  Reverse  Split.  Emerald shall have effected a 1-for-10  reverse
split of its issued and outstanding shares of common stock and have made similar
adjustments  in the number of shares  issuable upon the exercise of  outstanding
options or warrants to purchase  shares of Emerald common stock and the purchase
price thereof (See Schedule 5.2).

         7.11.  Private  Placement.   The  Private  Placement  shall  have  been
completed and a minimum of $3,000,000 in gross offering proceeds shall have been
raised.  The general terms of the Private Placement are described in Exhibit "E"
attached hereto.

         7.12.  Financial  Statements.  The closing of the Merger is conditioned
upon  the  availability,  at the  Effective  Time,  of such  audited  and  other
financial statements as are required to be included in a Form 8-K required to be
filed by Emerald in connection with the Merger.


                                       36

<PAGE>



                                  Article VIII
                              Conditions of Emerald

          The  obligation of Emerald and Emerald  Merger Sub to  consummate  the
Merger is subject to the fulfillment, by American Polymer, prior to or as of the
Effective  Time, of each of the following  conditions,  any of which may, at the
sole option of Emerald, be waived:

         8.1.  Representations.  The  representations  and  warranties  by or on
behalf of American Polymer  contained in this Agreement or in any certificate or
documents  delivered  pursuant  to the  provisions  hereof  shall be true in all
material  respects  at the  Effective  Time as though such  representations  and
warranties were made at and as of such time.

         8.2.  Compliance.  American  Polymer shall have  performed and complied
with all covenants,  agreements, and conditions required by this Agreement to be
performed  or complied  with by it prior to or at the  Closing at the  Effective
Time.

         8.3. No Material Adverse Change.  There shall not have occurred (i) any
material  adverse  change  since  March 31,  1998 in the  business,  properties,
results of operations or financial  condition of American  Polymer;  or (ii) any
loss or damage to any of the  properties of or assets of American  Polymer which
will  materially  affect or impair its  ability to conduct  after the Merger the
business now being conducted by it.

         8.4. Private Placement. The Private Placement shall have been completed
and a minimum of $3,000,000 in gross offering proceeds shall have been raised.

         8.5. Key Man Life Insurance. As a condition to the Merger, Emerald must
obtain a  $2,000,000  key man life  insurance  policy on the life of  Michael N.
Macris to the Effective Time, with Emerald as the named beneficiary of such life
insurance policy

         8.6. Directors and Officers of Emerald; Morris Consulting Agreement. As
a condition to the Merger, the current management of Emerald, except for Douglas
P. Morris,  shall resign as officers and  directors of Emerald and the designees
of American Polymer shall be elected as directors by Emerald's  shareholders and
appointed  as officers  of Emerald by the newly  elected  directors  of Emerald.
Douglas P. Morris  shall  remain as a director of Emerald and shall be appointed
its Vice President of Capital Markets. Emerald and Morris shall enter into a one
year Consulting Agreement in the form attached hereto as Exhibit "F".

         8.7.  Certificate  of American  Polymer.  American  Polymer  shall have
delivered to Emerald a  certificate  of American  Polymer,  dated the  Effective
Time,  and signed by the  President  and  Secretary  of American  Polymer to the
effect that (i) each of the  representations  and warranties of American Polymer
contained herein and in American  Polymer  Schedules is true and the information
set forth in American  Polymer  Schedules is accurate and complete in accordance
with the terms thereof as of the Effective  Time; and (ii) American  Polymer has
performed all obligations and

                                       37

<PAGE>


complied  with all  covenants  required by this  Agreement to be  performed  and
complied with by it prior to the Effective Date.

         8.8. Shareholders' Approval. The shareholders of American Polymer shall
have approved the Merger  contemplated  by this  Agreement by the requisite vote
and pursuant to the Utah  Statute,  and American  Polymer  shall have  furnished
Emerald (i) a certified copy of the  resolution or  resolutions  duly adopted by
the Board of  Directors  of American  Polymer  and (ii) a certified  copy of the
resolution or resolutions  duly adopted by the  shareholders of American Polymer
entitled to vote thereon approving this Agreement and the Merger.

         8.9.  Limited  Assertion of  Dissenters'  Rights.  The  Transaction  is
condition upon dissenter's  rights being asserted or claimed by American Polymer
shareholders  shall not relate to more than 5% of the total  shares of  American
Polymer issued and outstanding.

         8.10  Absence  of  Litigation.  There  shall  not  be  any  litigation,
proceeding  or  governmental  investigation  pending,  threatened  or reasonably
believed by Emerald to be in  prospect  pertaining  to  American  Polymer or the
Merger  except  as  disclosed  in the  American  Polymer  Schedules  or in  this
Agreement.

         8.11. Good Standing.  American  Polymer will be in good standing in the
State of Utah at the  Effective  Time and shall  deliver a  Certificate  of Good
Standing to Emerald at the Effective Time.

         8.12.  Financial  Statements.  The closing of the Merger is conditioned
upon  the  availability,  at the  Effective  Time,  of such  audited  and  other
financial statements as are required to be included in a Form 8-K required to be
filed by Emerald in connection with the Merger.

         8.13.  Non-Public  Offering.  The  issuance  of  Emerald  shares to the
American Polymer  Shareholders  will not be registered but will be effected only
if it can come  withing  the  Section  4(2) of the  Securities  Act of 1933,  as
non-public  offering and under applicable state securities  non-public  offering
exemptions.

                                   Article IX
               Indemnification, Survival, Termination And Expenses

         9.1.  Nature and  Survival  of  Representations.  All  representations,
warranties,  and covenants made by any party to this Agreement shall survive the
Effective Time for two (2) years except for provisions which by their very terms
are not to be fully  performed for a longer period of time, and those  covenants
shall  survive  the  Effective  Time until fully  performed.  All of the parties
hereto are  executing  and  carrying  out the  provisions  of this  Agreement in
reliance solely on the representations, warranties, and covenants and agreements
contained in this Agreement and not upon any  investigation  which it might have
made or any  representations,  warrants,  agreement,  promise,  or  information,
written  or  oral,  made by  another  party  or  another  Person  other  than as
specifically set forth herein.


                                       38

<PAGE>



         9.2.  Indemnification.  Within the period provided in paragraph 9.1 and
in accordance  with the terms of that  paragraph,  each party to this  Agreement
shall  indemnify  and hold harmless each other party at all times after the date
of  this  Agreement  against  and  in  respect  of  any  liability,  damage,  or
deficiency, all actions, suits, proceedings,  demands,  assessments,  judgments,
costs,  and  expenses  which  exceed,  in the  aggregate,  $25,000  exclusive of
attorney's   fees  incident  to  any  of  the  foregoing,   resulting  from  any
misrepresentations,  breach of covenant or warranty,  or  nonfulfillment  of any
agreement  on  the  part  of  such  party  under  this  Agreement  or  from  any
misrepresentation  in  or  omission  from  any  certificate  furnished  or to be
furnished  to a party  hereunder.  Subject to such $25,000  limitation,  and the
terms of this Agreement, the defaulting party shall reimburse the other party or
parties on demand,  for any reasonable  payment made by said parties at any time
after the Closing,  in respect of any  liability or claim to which the foregoing
indemnity relates,  if such payment is made after reasonable notice to the other
party to defend or satisfy  the same and such party  failed to defend or satisfy
the same. No liability shall arise against a party hereof regarding a settlement
of any claim unless such settlement was previously approved by such party.

                  9.2.1.  Limitations on  Amount--Emerald  and American Polymer.
The  maximum  amount  Emerald  or  American  Polymer  shall be  required  to pay
hereunder for any breach of a representations or warranty,  shall be Two Hundred
Thousand Dollars  ($200,000.00).  However, this limitation will not apply to any
breach of any of either  Emerald's  or  American  Polymer's  representations  or
warranties  of which  such  party had  Knowledge  at the time of  Closing or any
intentional  breach by such party of any covenant or obligation,  and Emerald or
American  Polymer,  as the case may be,  shall be liable  for all  damages  with
respect to such breaches.

                  9.2.2.  Exceptions  to  Limitation  of  American  Polymer  and
Emerald  Liability.  The liability  limit of $200,000 agreed to in Section 9.2.1
above shall be increased to $300,000 with respect to, and only to the extent of,
Damages resulting from breaches of representations and warranties by a Person if
such  Person  had  actual   knowledge  at  the  time  of  Closing  (rather  than
"Knowledge")   that   such    representations   and   warranties   were   false.
Notwithstanding  anything  else  contained  herein to the contrary such limit of
$300,000  shall  not  be  applicable  to  Damages  resulting  from  breaches  of
representations  and warranties  which constitute fraud as defined at common law
(but with a standard of actual knowledge at the time of Closing).

         9.3. Adjustment in Emerald Common Stock. In lieu of the indemnification
provided  for in Section 9.2 above,  if aggregate  losses or damages  exceed the
$25,000  limitation  agreed to therein,  the number of shares of Emerald  Common
Stock issued to the shareholders of American Polymer at the Effective Time shall
be adjusted pursuant to this Section 9.3.

                  9.3.1 If, as a result of a Breach by  Emerald,  the  aggregate
losses or damages to the American Polymer  Shareholders exceed $25,000,  Emerald
shall issue  additional  shares of Emerald Common Stock to the American  Polymer
Shareholders  on a pro rata  basis in an  amount  equal to 125 % of such loss or
damages.  Shares issued to the Shareholders of American Polymer pursuant to this
Section 9.3.1 shall be valued at the price of $2.00 per share.


                                       39

<PAGE>



                  9.3.2 If, as a result of a Breach  by  American  Polymer,  the
aggregate  losses or damages to Emerald exceed $25,000,  Emerald shall, on a pro
rata basis, cancel shares of the Emerald Common Stock which were issued to those
persons who were shareholders of American Polymer on the date of this Agreement.
The number of shares to be canceled hereunder shall be valued at $2.00 per share
and shall equal 125% of such loss or damages.

                  9.3.3.  The amount of loss or damages  which are to be off set
by the  cancellation  or issuance of additional  shares of Emerald  Common Stock
pursuant to this Section 9.3 shall be determined by the  independent  certifying
accountants of Emerald or by any other  independent  accountant or  professional
selected by the Emerald  Board of  Directors  who is engaged in the  business of
valuating businesses or losses to businesses.

         9.4.     Arbitration.

                  9.4.1.  All  disputes  arising  out  of  this  and  any  other
controversy,  claim or dispute  arising out of or relating to this  Agreement or
the breach,  termination,  enforceability  or  validity  hereof,  including  the
determination  of the scope or  applicability  of the Agreement to arbitrate set
forth in this  Agreement  shall be submitted to binding  arbitration  under this
Section 9.4 upon the written demand of Emerald or American Polymer.

                  9.4.2.   American   Polymer  and  Emerald  (the   "Arbitrating
Parties") shall each select one qualified  arbitrator within 10 days of the date
of the demand for arbitration. The arbitration shall be governed by the American
Arbitration  Association (the "AAA") under its commercial  Arbitration Rules and
its Supplementary Procedures for Large, Complex Disputes,  provided that persons
eligible to be selected as arbitrators shall be limited to attorneys-at-law  who
(a) are on the AAA's Large,  Complex Case Panel or a Center for Public Resources
("CPR") Panel of Distinguished  Neutrals,  or who have professional  credentials
similar to the  attorneys  listed on such AAA and CPR  Panels,  and (b) who have
practiced  law for at  least  10 years as an  attorney  specializing  in  either
general commercial  litigation or general corporate and commercial matters.  The
two arbitrators so chosen shall select a neutral  arbitrator who shall reside in
(or be employed within) the State of Utah. If the named arbitrators cannot agree
on a neutral  arbitrator,  the  arbitrators  shall make  application  to the AAA
Office in the State of Utah with a copy to the Arbitrating  Parties,  requesting
that the AAA select and  appoint the third  arbitrator,  who shall not reside or
work  in the  State  of  Utah.  This  selection  shall  be  final  and  binding.
Immediately upon appointment of the third  arbitrator,  the arbitrating  parties
shall present in writing to the panel of three  arbitrators  (with a copy to the
other)  their  statement  of the issues in dispute.  Any  questions of whether a
dispute  should  be  arbitrated  under  this  Section  shall be  decided  by the
arbitrators.  In the event of conflict  between the provisions of this Agreement
and  the  provisions  of  the  commercial  arbitration  rules  of the  AAA,  the
provisions of this Agreement shall prevail.

                  The arbitrators,  as soon as possible, shall meet in Salt Lake
City, at a time and place  reasonably  convenient  for the  participants,  after
giving each of the Arbitrating  Parties at least 10 days' notice. The failure of
an Arbitrating Party to appear at a hearing shall not operate as a default,  and
the attendance of all arbitrators shall not be required at all hearings. Actions
of the arbitrators

                                       40

<PAGE>



shall be by majority vote. After the hearing,  the Arbitrating Parties in regard
to  the  matter  in  dispute,   taking  such  evidence  and  making  such  other
investigation as justice  requires and as the arbitrators  deem necessary,  they
shall  decide the issues  submitted  to them as promptly as possible and serve a
written and signed copy of the award upon each of the  Arbitrating  Parties.  To
assure the Arbitrating  Parties that disputes and controversies will be resolved
expeditiously, the final arbitration hearing will occur within 60 days after the
arbitration is initiated and there will be limited discovery  (including no more
than two  depositions  per  party)  prior  to the  arbitration  hearing.  If the
participants  in  the  arbitration  settle  the  dispute  in the  course  of the
arbitration, such settlement shall be approved by the arbitrators on request any
of the Arbitrating Parties and become the award.

                  9.4.3.  No provision of, nor the exercise of any rights under,
this Section 9.4,  shall limit the right of any party to request and obtain from
a court of  competent  jurisdiction  in the  State  of Utah  (which  shall  have
exclusive  jurisdiction for purposes of this Agreement  before,  during or after
the pendency of any  arbitration)  provisional or ancillary  remedies and relief
including, but not limited to, injunctive or mandatory relief or the appointment
of a  receiver.  The  institution  and  maintenance  of an  action  or  judicial
proceeding  for, or pursuit of,  provisional  or  ancillary  remedies  shall not
constitute a waiver of the right of any party,  even if it is the plaintiff,  to
submit the dispute to arbitration if such party would otherwise have such right.
Each of the parties hereby submits unconditionally to the exclusive jurisdiction
of the state and  federal  courts  located in the State of Utah for  purposes of
this  provision,  waives  objection to the venue of any  proceeding  in any such
court or that any such court provides an inconvenient  forum and consents to the
service of process upon it in connection  with any proceeding  instituted  under
this  Section  9.4 in the same  manner  as  provided  for the  giving  of notice
hereunder.

                  9.4.4.  Judgment upon the award rendered may be entered in any
court having  jurisdiction.  The Arbitrating Parties hereby expressly consent to
the  nonexclusive  jurisdiction  of the state and federal courts situated in the
State  of Utah  for  this  purpose  and  waive  objection  to the  venue  of any
proceeding in such court or that such court provides an inconvenient forum.

                  9.4.5. Each of the parties shall,  subject to the award of the
arbitrators,  pay an equal share of the arbitrators' fees except the arbitrators
shall have the power to award recovery of all costs (including  attorneys' fees,
administrative fees, arbitrators' fees and court costs) to the prevailing party,
as determined by the arbitrators.

        9.5. Exclusive  Remedies.  The  indemnification  provisions set forth in
this Article 9 are the sole and  exclusive  remedies that any party may have for
breach of any representation, warranty or covenant.

        9.6.  Termination.  This agreement may be terminated at any time prior 
to the Effective Time:

         (a)  by the mutual consent of American Polymer and Emerald;

         (b) by  American  Polymer  or  Emerald  if the  Effective  Time has not
        occurred by July 31,  1998,  or such other date,  if any, as the parties
        may agree to in writing; and

                                       41

<PAGE>


         (c) by American Polymer, or Emerald if any other party refuses or fails
        to perform any  covenant or  agreement  required to be  performed  by it
        under this Agreement or if any  representation  or warranty of any other
        party  proves to have been  inaccurate  or  misleading  in any  material
        respect at the time it was made or at the  Effective  Time and the other
        party  refuses or fails after  notice to correct or make not  misleading
        any such misrepresentation or warranty.

         (d) by Emerald  for any  reason  within  twenty  (20) days after it has
        received all of the American Polymer Schedules.

         (e) by American Polymer for any reason within twenty (20) days after it
        has received all of the Emerald Schedules.

        9.7. Effect of Termination. If this Agreement is terminated as permitted
by Section 9.6. of this Agreement, such termination will be without liability of
any party (or any shareholder,  director,  officer, employee, agent, consultant,
or  representative  of such  party)  to the  other  parties  to this  Agreement;
provided,  that if such  termination  results from the failure of a party to use
its or his best  efforts  to  fulfill  a  condition  to the  performance  of the
obligations  of the other parties or to perform a covenant of this  Agreement or
from a breach by any party to this Agreement, such party will be fully liable up
to a maximum of $5,000 for any and all damages,  costs, and expenses (including,
but not limited to, reasonable  counsel fees) sustained or incurred by the other
parties as a result of such failure or Breach.

         9.7.1. If the Private Placement does not close because American Polymer
chooses  not to close or is unable to close,  or if its  financial  position  or
other  condition  is adversely  affected  prior to the  Effective  Time and as a
result Emerald chooses not to close, then in such event,  American Polymer shall
pay all of its costs and expenses which are related to the Private Placement and
Emerald shall not be responsible for any of such costs and expenses.


                                    Article X
                                  Miscellaneous

        10.1.  Notices.  Any notice provided for by this Agreement and any other
notice, demand, or communication that any party may wish to send another will be
in writing  and either  delivered  in Person,  transmitted  by  telecopier  with
receipt  appropriately  confirmed,  or sent by  registered  or certified  United
States  mail,  first class  postage  prepaid,  return  receipt  requested,  in a
properly sealed envelope, and addressed as follows:

        Emerald
        -----------------------------
        Douglas P. Morris
        515 Red Cypress Road
        Cary, IL 60013

        American Polymer
        -----------------------------
        Michael N. Macris
        9176 South 300 West, Suite 4
        Sandy, UT 84070

                                       42

<PAGE>



        The parties to this  Agreement may change their  addresses for notice by
notice  given  in the  manner  provided  above.  Any  notice,  demand,  or other
communication  will be deemed given and  effective as of the date of delivery in
Person or upon  receipt as set forth on the return  receipt.  The  inability  to
deliver because of changed address of which no notice was given or the rejection
or other refusal to accept any notice,  demand, or other communication,  will be
deemed to be the receipt of the notice, demand, or other communication as of the
date of such inability to deliver or the rejection or refusal to accept.

        10.2. Entire Agreement. This Agreement,  together with all schedules and
exhibits attached to this Agreement or referenced herein, constitutes the entire
agreement between the parties pertaining to the subject matter of this Agreement
and  supersedes  all  prior  agreements,   understandings,   negotiations,   and
discussions,  whether oral or written, of the parties, including but not limited
to the Letter of Intent heretofore  entered into by the parties and there are no
warranties,   representations,  or  other  agreements  between  the  parties  in
connection with the subject matter of this Agreement  except as specifically set
forth in this Agreement and the Schedules and attachments hereto

        10.3.  Effect;  Assignment.  This Agreement and all of the provisions of
this  Agreement  will be binding and inure to the benefit of the parties to this
Agreement and their respective  successors and permitted assigns, but, except as
expressly  provided in this  Agreement,  neither this  Agreement  nor any of the
rights,  interests,  or  obligations  under this  Agreement  will be assigned by
operation of law or otherwise,  by any party to this Agreement without the prior
written  consent  of the other  party.  Nothing  in this  Agreement,  express or
implied,  is intended  to confer upon any Person  other than the parties to this
Agreement and their  respective  successors and permitted  assigns,  any rights,
remedies, or obligations under or by reason of this Agreement.

        10.4. Amendments; Waivers. No supplement,  modification, or amendment of
this Agreement will be binding unless executed in writing by all parties to this
Agreement.  No waiver of any of the  provisions of this Agreement will be deemed
or will constitute a waiver of any other provision of this Agreement (regardless
of whether  similar),  nor will any such waiver  constitute a continuing  waiver
unless otherwise expressly provided.

        10.5. Further  Assurances.  At any time and from time to time, after the
Effective  Date,  each party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of this Agreement.

        10.6.  Headings.  The section and subsection  headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

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

        10.8.  Severability.  If any part of this Agreement is deemed to be 
unenforceable the balance of the Agreement shall remain in full force and 
effect.

        10.9.  Governing Law. This Agreement  shall be governed for all purposes
by the laws of the State of Utah  applicable  to  agreements  executed and to be
wholly-performed in the State of Utah.

        10.10.  Jurisdiction;  Service  of  Process.  Any  action or  proceeding
seeking to enforce any  provision of, or based on any right arising out of, this
Agreement  may be brought  against any of the parties in the courts of the State
of Utah, County of Salt Lake, or, if it has or can acquire jurisdiction,  in the
United States District Court

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<PAGE>



for the  Central  District  of Utah,  and each of the  parties  consents  to the
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue laid  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

        10.11.  Legal Fees and Expenses.  The prevailing party in any proceeding
brought  to  enforce or  interpret  any  provision  of this  Agreement  shall be
entitled to recover its  reasonable  attorney's  fees,  costs and  disbursements
incurred in connection with such proceeding,  including,  but not limited to the
costs of experts,  accountants  and consultants and all other costs and services
reasonably related to the proceeding, including those incurred in any bankruptcy
or appeal, from the non-prevailing party or parties.

        10.12. Schedules, Exhibits and Amendments. Disclosure in any Schedule of
any  allegations  with respect to any alleged  failure to perform,  or breach or
default  of a  contractual  or other duty or  obligation  shall not be deemed an
admission to any party other than a party hereto that such has in fact occurred,
but shall be effective  for the purposes for which such  Schedule is intended as
if such had in fact occurred.

                  10.12.1.  Descriptions  of agreements,  instruments  and other
matters herein not required by the Agreement to be included  herein are provided
for reference  only and are not intended to be complete and are not  represented
as such and each party is hereby referred to the actual  agreement or instrument
for a description  thereof.  References to the agreements and instruments herein
include the Schedules, Exhibits and amendments thereto.

                  10.12.2.  Headings  have been  inserted in the  Schedules  for
convenience of reference only and shall to no extent have the effect of amending
or changing the express  description of the materials to be disclosed thereon as
set forth in the Agreements or other information contained in such Schedules.

        IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                                       EMERALD CAPITAL INVESTMENTS, INC,
                                       a Delaware corporation


Dated: May 7, 1998                     By: /s/ Douglas P. Morris
                                          -------------------------------
                                           Douglas P. Morris, Secretary



                                       AMERICAN POLYMER, INC.,
                                       a Utah corporation


Dated: May 7, 1998                     By: /s/ Michael N. Macris
                                          ------------------------------
                                           Michael N. Macris, President




                                       44