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                                                                   EXHIBIT 10.46


                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of
the October 9, 1997, by and among Southwestern Ice, Inc. a wholly owned
subsidiary of Packaged Ice, Inc., a Texas corporation ("Buyer") Ed's
Refrigeration, Inc., a New Mexico corporation and doing business as The Ice Co.,
and Edmond Paques and True Dee Paques who collectively own all of the
outstanding capital stock of Seller (collectively the "Shareholders").


                             PRELIMINARY STATEMENTS

         Seller is engaged in the manufacture and sale of packaged ice products
(such business being herein referred to as "Seller's Business" or "Business").

         The term "Seller's Business" or "Business" shall only apply to the
business operation of Seller concerning the manufacturer and sale of Packaged
Ice products and not any other aspect of Seller's Refrigeration enterprises.

         Seller is desirous of selling to Buyer and Buyer is desirous of
purchasing certain assets of Seller's Business, upon the terms and conditions
hereafter set forth.


                                    AGREEMENT

         NOW THEREFORE, in consideration of the premises and the mutual
agreements, covenants, representations and warranties hereafter set forth, the
parties hereby agree as follows:

                                 I. DEFINITIONS

         Unless the context otherwise requires, the terms defined in this
Article I shall have the meanings herein specified for all purposes of this
Agreement, applicable to both the singular and plural forms of any of the terms
herein defined.

         "Assets" shall mean those assets of the Company which are more fully
described in Section 2.1 of this Agreement.

         "Bill of Sale" shall refer to the Bill of Sale conveying title to the
Assets from Seller to Buyer attached to this Agreement as Exhibit B.

         "Closing" shall mean the consummation of this Agreement.

         "Closing Date" shall mean the date on which this Agreement will be
consummated.


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         "Financial Statements" shall have the meaning set forth in Section 3.3
of this Agreement.

         "Lease Agreement" shall mean those agreements executed by and among
buyer and Seller and executed contemporaneously with this Agreement and concerns
the Real Property.

         "Real Property" shall mean that real property which is the subject of
the Lease Agreement executed by an among Buyer and Seller and which is the real
property upon which Seller's Business is conducted which is more fully described
in Schedule 2.6.

          "Seller's Disclosure Memorandum" shall mean that schedule attached
hereto that lists all disclosures by Seller concerning the Assets and the
Business which are the subject of this Agreement.

         "Taxes" shall mean all federal, state and local or foreign income,
payroll, withholding, excise, added value, social security, sales, use, real and
personal property, occupancy, business and occupation, mercantile, real estate,
capital stock and franchise or other tax (including interest and penalties
thereon and including estimated taxes thereof).


                              II. PURCHASE AND SALE

         2.1 PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of
this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to
Buyer, and Buyer agrees to purchase, at the Closing, the personal property,
contracts and rights of Seller related to the Seller's Business which are
described on Schedule 2.1 attached hereto and incorporated herein by reference,
and all of the goodwill of Seller's Business associated therewith (collectively
the "Assets").

         2.2 PURCHASE PRICE. The Purchase Price of the Assets shall be
$160,000 with $60,000 to be paid directly to Seller with the balance of $100,000
which shall be paid in the form of 10,000 shares of Packaged Ice, Inc. common
stock issued directly to Edmond Paques and True Dee Paques.

         2.3 ASSUMPTION OF LIABILITIES. It is hereby agreed and understood that
Buyer is assuming no liabilities of Seller whatsoever.

         2.4 PRORATION. The parties shall prorate at the Closing the current
year's ad valorem taxes and vehicle license fees on the property comprising the
Assets, based on the latest available statements from taxing authorities,
whether for the current tax year or the preceding tax year. Seller's pro rata
share of such taxes and vehicle license fees shall be the portion attributable
to the period through the day preceding the Closing Date, prorated by days. The
prorated amounts shall be payable in the manner set forth below:



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                  (a) If a prorated amount is payable by Buyer and
         determinable at the Closing, it shall be added to the amount payable
         by Buyer at the Closing.

                  (b) If a prorated amount is payable by Seller and not
         determinable at the Closing, it shall be billed by Buyer when
         determinable and promptly paid by Seller to Buyer.

                 (c) If a prorated amount is payable by Seller and determinable
         at the Closing, it shall be deducted from the amount otherwise payable
         by Buyer at the Closing.

                 (d) If a prorated amount is payable by Seller and not
         determinable at the Closing, it shall be billed by Buyer when
         determinable and promptly paid by Seller to Buyer.

         3.5 LEASE AGREEMENT. Buyer and Seller hereby agree and acknowledge that
they have also entered into a Lease Agreement relating to certain real property
upon which the Seller conducts its business. Seller and Buyer hereby acknowledge
and agree that the their contemporaneous execution of the Lease Agreement is not
a condition for the execution of this Agreement.

                       III. REPRESENTATIONS AND WARRANTIES
                           OF SELLER AND SHAREHOLDERS

Except as otherwise disclosed in Seller's Disclosure Memorandum, Seller and
Shareholders represent and warrant to Buyer as follows:

         3.1 ORGANIZATION. Seller is a New Mexico corporation and has all
requisite power and authority to own, lease and operate the Business as
presently conducted and to enter into this Agreement and to perform its
obligations hereunder. Seller warrants that it is duly qualified to do business
in any foreign jurisdiction in which it is currently conducting business
operations.

         3.2 EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT. The execution,
delivery and performance by Seller and Shareholders of this Agreement and the
consummation of it by the transactions contemplated hereby have been duly
authorized by all necessary action. This Agreement has been duly executed and
delivered by Seller and Shareholders and constitutes the valid and binding
obligation of Seller and Shareholders, enforceable against them in accordance
with its terms. The execution, delivery and performance of this Agreement by
Seller and Shareholders will not, with or without the giving of notice, the
passage of time, or both, violate, conflict with, result in a default, breach or
loss of rights under, or result in the creation of any lien, claim or
encumbrance pursuant to, any lien, encumbrance, instrument, agreement, or


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understanding, or any law, regulation, rule, order, judgment or decree, to which
Seller is a party or by which he is bound or affected.

         3.3 FINANCIAL STATEMENTS. Seller has previously caused to be furnished
to Buyer the Business' unaudited balance sheet as of March 31, 1996, and the
related statements of income and statements of cash flow for the fiscal year
then ended, and the unaudited balance sheet of the Business as of August, 31,
1997 and the related unaudited statement of income and statement of cash flow
for the 17-month period ending August 31, 1997 (such balance sheets and
related statements are collectively referred to herein as the "Financial
Statements"). The Financial Statements taken as a whole present fairly the
financial position of the Business as of March 31, 1996, and August 31,
1997, respectively, all of which have been compiled and maintained utilizing
consistently applied methods.

         Except as and to the extent reflected or reserved against in the
Financial Statements or as disclosed by Seller in Seller's Disclosure Memorandum
and except for liabilities arising in the ordinary course of business and
consistent with past practice since the date of Seller's August 31, 1997
Balance Sheet, Seller has operated the Business in the ordinary course and has
incurred no material liabilities which would be required to be reflected in
accordance with the generally accepted accounting principles on a balance sheet
as of the date hereof or disclosed in the notes thereto. Since August 31,
1997 there has not been any material adverse change in the business, operations,
properties, prospects, assets or condition of the Business, and no event has
occurred or circumstance exists that may result in such a material adverse
change.

         3.4 ENCUMBRANCES ON THE ASSETS. As of the Closing Date, there are no
debts, liabilities or other such claims or encumbrances whatsoever against
Seller or the Assets.

         3.5 BUSINESS OPERATIONS AND CONDITION OF ASSETS. Seller and
Shareholders acknowledge that Buyer is purchasing the Assets for the express
purpose of operating a packaged ice manufacturing and distribution business. All
items comprising the Assets have been continuously used by Seller in Seller's
Business and are now in serviceable condition, unless expressly disclosed to the
contrary by Seller in Seller's Disclosure Memorandum.

         3.6 TITLE TO PERSONAL PROPERTY. Except as set forth in Seller's
Disclosure Memorandum, Seller has good, legal and marketable title to all of the
personal property comprising the Assets; at the Closing, Seller shall deliver to
Buyer good, legal and marketable title to the Assets free from all liens,
claims, charges, security interests, mortgages, leases, title retention
agreements, or other encumbrances by any person whatsoever.

         3.7 LITIGATION. There is no pending claim, action, suit, proceeding or
investigation (judicial, governmental or otherwise), nor any order, decree or
judgment in



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effect, or, to the knowledge of Seller, threatened, against or
relating to Seller or the Assets, or the transactions contemplated by this
Agreement.

         3.8 COMPLIANCE WITH LAWS. Seller has complied with all laws, rules,
regulations, ordinances, orders, judgments and decrees relating to the Assets.
The ownership and use of the Assets and the conduct of the Business as it
specifically relates to the Assets does not conflict with the rights of any
other person.

         3.9 TAXES. All returns, including estimated tax returns, required to be
filed after the Closing Date by or with respect to Seller with respect to Taxes,
that, if unpaid, might result in a lien upon any of the Assets, will be duly
filed and will be true, correct and complete, and all Taxes payable pursuant
thereto will be paid except such Taxes, if any, as may be contested in good
faith. No deficiency or adjustment in respect to any Taxes that have been
assessed against or with respect to Seller that, if unpaid, might result in a
lien upon any of the Assets remains unpaid. All Taxes that relate to the Assets
and that are payable by or accruable by Seller or as to which Seller has any
liability with respect to events occurring on or before the Closing Date have
been paid in full or have been adequately provided for in the reserve for taxes
on the books of Seller on or before the Closing Date, except for income,
franchise or capital stock taxes and transfer, sales and other taxes arising in
connection with the transactions contemplated by this Agreement.

         3.10 ENVIRONMENTAL. Seller has complied in all material respects with
all laws (including rules, regulations, codes, plans, injunctions, judgments,
orders, decrees, rulings, and charges thereunder) of federal, state, local, and
foreign governments (and all agencies thereof) which have jurisdiction over
Seller and its subsidiaries concerning pollution or protection of the
environment, public health and safety, or employee health and safety, including
laws relating to emissions, discharges, releases, or threatened releases of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or wastes into ambient air, surface water, ground water, or lands or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants, or chemical,
industrial, hazardous, or toxic materials or wastes, and no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand, or notice
has been filed or commenced against any of them alleging any failure so to
comply. Without limiting the generality of the preceding sentence, Seller has
obtained and been in material compliance with all of the terms and conditions of
all permits, licenses, and other authorizations which are required under, and
has complied, in all material respects, with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules, and timetables which are contained in such laws.

         3.11 EMPLOYEE BENEFITS. Seller is not a party to and does not
participate in or have any liability or contingent liability with respect to any
"employee welfare benefit plan" or "employee pension benefit plan" as those
terms are respectively defined in sections 3(1) and 3(2) of ERISA.



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         3.12 COMPLETE AND ACCURATE DISCLOSURE. No representation or warranty
made to Buyer in this Agreement or in connection with this transaction contains
or will contain an untrue statement of a material fact, or omits or will omit to
state a material fact necessary to make such representation or warranty not
misleading or necessary to enable a prospective purchaser of Seller's Business
to make a fully informed decision. All documents and information which have been
or will be delivered to Buyer or its representatives by or on behalf of Seller
are and will be true, correct and complete copies of the documents they purport
to represent.


                   IV. REPRESENTATIONS AND WARRANTIES OF BUYER

         4.1 CORPORATE EXISTENCE; GOOD STANDING; CAPITALIZATION. Buyer is a
corporation, duly organized, validly existing and in good standing under the
laws of the State of Texas.

         4.2 POWER AND AUTHORITY. Buyer has the requisite corporate power and
authority, and has been duly authorized, to enter into this Agreement and to
perform all of its obligations hereunder. Buyer represents and warrants to
Seller that this Agreement has been duly executed and delivered by Buyer, and
constitutes a valid and binding obligation in accordance with its terms.


                     V. COVENANTS OF SELLER AND SHAREHOLDERS

Seller and Shareholders hereby covenant and agrees as follows:

         5.1 CONDUCT OF BUSINESS. Between the date hereof and the Closing Date,
Seller shall operate the Business in the ordinary course and continue normal
capital expenditures and maintenance in connection with the Assets prior to the
Closing Date, except (i) as may be permitted by this Agreement, (ii) as
necessary to consummate the transactions contemplated hereby, or (iii) disclosed
to Buyer in Seller's Disclosure Memorandum.

         5.2      INVESTIGATION BY BUYER.

                  (a) Between the date hereof and to the Closing Date, Seller
shall (i) give Buyer and its authorized representatives and advisors access, at
reasonable times and on reasonable notice, to all items of personal property
comprising the Assets, books and records, personnel, offices, and other
facilities of the Assets, (ii) permit Buyer to make such inspections thereof as
Buyer may reasonably require, and (iii) cause its employees, and its advisors to
furnish to Buyer and its authorized representatives and advisors such financial
and operating data and other information with respect to the Business prepared




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in the ordinary course of the Business as Buyer or its agent shall from time to
time reasonably request.

                  (b) Seller agrees that, subsequent to the Closing Date, Buyer
and its agents and accountants will be permitted reasonable access, during
normal business hours, and as often as Buyer may reasonably request, consistent
with reasonable requirements of Seller, to the books and records of Seller and
its affiliates, insofar as such books and records contain information or data
pertaining to the Assets prior to the Closing Date to the extent such
information is not otherwise available at the offices or other facilities of the
Buyer, and Buyer shall have the right to make copies thereof and excerpts
therefrom.

         5.3 CLOSING CONDITIONS. Seller and Shareholders will, to the extent
within their control, use their best efforts to cause the conditions set forth
in Article VII to be satisfied by the Closing Date.

         5.4 CONFIDENTIALITY. From and after the date hereof, Seller and
Shareholders will, and will cause its officers, employees, representatives,
consultants and advisors to, hold in confidence all confidential information in
the possession of Seller or Shareholders, their affiliates or their financial
advisor concerning the Assets. Seller will not release or disclose any such
information to any person other than Buyer and its authorized representatives.
Notwithstanding the foregoing, the confidentiality obligations of this Section
shall not apply to information:

                  (a) which Seller or Shareholders are compelled to disclose by
         judicial or administrative process, or, in the reasonable opinion of
         counsel, by other mandatory requirements of law;

                  (b) which can be shown to have been generally available to the
         public other than as a result of a breach of this Section; or

                  (c) which can be shown to have been provided to Seller or
         Shareholders by a third party who obtained such information other than
         as a result of a breach of a confidential relationship.

         5.5 PUBLIC ANNOUNCEMENT. Seller, Shareholders and Buyer will cooperate
in the public announcement of the transactions contemplated by this Agreement,
and, other than as may be required by applicable law, no such announcement will
be made by either party without the consent of the other party, which consent
shall not be unreasonably withheld.

         5.6 NO SHOPPING. Seller shall not solicit, initiate or participate,
directly or indirectly, or cause any other person to solicit, initiate or
participate, directly or indirectly, in discussions or negotiations with, or
provide any information to, any other person (other than the Buyer) concerning,
or enter into any agreement providing for


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(other than in the ordinary course of business) the acquisition of the Assets or
part thereof (whether by merger, purchase of stock or assets or other similar
transaction), other than the acquisition contemplated by this Agreement.

         5.7 FURTHER ASSURANCES. Seller and Shareholders will use their best
efforts to implement the provisions of this Agreement, and for such purpose, at
the request of Buyer, at or after the Closing Date, will, without further
consideration, promptly execute and deliver, or cause to be executed and
delivered, to Buyer such deeds, assignments, bills of sale, consents, documents
evidencing title and other instruments in addition to those required by this
Agreement, in form and substance satisfactory to Buyer, as Buyer may reasonably
deem necessary or desirable to implement any provision of this Agreement.

         5.8 INSURANCE. Seller shall maintain insurance through the Closing Date
with financially sound and reputable insurers unaffiliated with Seller in such
amounts and against such risks as are adequate to protect the Assets and the
Business.

         5.9 COVENANT NOT TO COMPETE. At the Closing, Seller and Shareholders
will enter into noncompetition agreements in the form attached hereto as Exhibit
5.9 (the "Covenant Not To Compete").

         5.10 INVESTMENT LETTER. At the Closing, Shareholders shall execute and
deliver to Buyer the Investment Letter in the form attached hereto as Exhibit
5.10 (the "Investment Letter").

         5.11 CESSATION OF BUSINESS/CHANGE OF NAME. Seller will, cease to
conduct any business constituting the manufacturing, packaging, and/or
distribution of packaged ice products under the name of Ed's Refrigeration,
Inc. or The Ice Company and will file all such termination documents with the
appropriate New Mexico state and local agencies so to terminate Seller's use of
the name "The Ice Company."

         5.12 COMPLIANCE WITH BULK SALES OR TRANSFER REQUIREMENTS. Seller shall
give Buyer a reasonable amount of time in which to comply with the requirements
of any law relating to bulk sales or bulk transfers of assets.


                             VI. COVENANTS OF BUYER

         6.1 ANCILLARY AGREEMENTS. At the Closing, Buyer will pay the purchase
price, enter into the ancillary document as set forth in this Agreement.




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                                  VII. CLOSING

         7.1 TIME AND PLACE. The consummation of the sale and purchase of the
Assets and the execution of the Covenant Not To Compete (the "Closing") shall
take place at a mutually agreeable time and in a mutually agreeable manner to
include, but not limited to, the exchange of facsimile signature page
counterparts that have been signed by the appropriate parties to this Agreement.
The date of the Closing shall herein be referred to as the "Closing Date."

         7.2 SELLER'S OBLIGATIONS AT CLOSING. At the Closing, Seller shall
execute, acknowledge (where appropriate) and deliver to Buyer in form reasonably
satisfactory to Buyer:

                  (a) An assignment or assignments assigning to Buyer the use
         and possession of all that property which is described in Schedule 2.1.

                  (b) Copies of all certificates of occupancy, licenses,
         permits, authorizations, and approvals required by law and issued by
         all governmental authorities having jurisdiction, if any, and the
         original of each bill for current real estate and personal property
         taxes, together with proof of payment thereof (if any of the same have
         been paid);

                  (c) Bills of Sale, assignments or other suitable transfer
         documents transferring to Buyer, the Assets, free and clear of all
         liens and encumbrances, in form reasonably satisfactory to counsel for
         Buyer which includes the form UCC-3 or other appropriate form
         indicating release of liens by any secured party;

                  (d) Possession of the Real Property in accordance with the
         provisions set forth in the Lease Agreement and this Agreement;

                  (e) The Covenant Not To Compete;

                  (f) The Investment Letter;

                  (g) A Certificate of Compliance from Seller indicating that
         Seller has materially complied with its obligations, representations
         and warranties contained in this Agreement and no material adverse
         change with respect to the Seller has occurred;

                  (h) Seller shall produce signed copies of release forms, in a
         form reasonably satisfactory to Buyer, from all of Seller's creditors
         indicating that those creditors of Seller consent to Seller's sale of
         the Assets as set forth in this Agreement and shall seek no redress or
         reclamation action against the Assets or Buyer:


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                  (i) Seller shall comply with all requests of Buyer to enable
         Buyer to comply with all applicable provisions of law related to bulk
         transfers or sales; and

                  (j) All other documents agreed to be executed as set forth in
         this Agreement.


         7.3      BUYER'S OBLIGATIONS AT CLOSING.  At the Closing, Buyer will:

                  (a) Deliver to lien holders or lessors, where appropriate, a
         total of $60,000 in the form of a bank cashier's check or wire
         transfer to be paid directly to Seller.

                  (b) Deliver to Seller and Shareholders, as appropriate,
         executed counterparts of the Covenant Not To Compete, the Employment
         Agreement and any other ancillary documents required by this Agreement;
         and

                  (c) A Certificate of Compliance from an officer of Buyer
         indicating that Buyer has materially complied with its obligations,
         representations and warranties contained in this Agreement and no
         material adverse change with respect to the Buyer has occurred.

                  (d) A Certificate of Compliance from an officer of Buyer
         indicating that Buyer has materially complied with its obligations,
         representations and warranties contained in this Agreement and no
         material adverse change with respect to the Buyer has occurred.


                           VIII. CONDITIONS TO CLOSING

         8.1 CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer to
complete the transactions contemplated at the Closing shall be subject to the
satisfaction on or prior to the Closing Date of the following conditions:

                  (a) Performance. Each agreement and obligation of Seller
         and/or Shareholders to be performed on or before the Closing Date shall
         have been duly performed in all material respects;

                  (b) Representations and Warranties True; No Material Adverse
         Change. The representations and warranties of Seller and Shareholders
         contained herein shall have been true in all material respects and
         since the date hereof there shall have occurred no material adverse
         change in the Business;

                  (c) No Violation of Statutes, Orders, etc. There shall not be
         in effect any decree or judgment enjoining Buyer from consummating the
         transactions contemplated hereby;

                  (d) Third Party Creditors. All third party creditors of the
         Business will be paid in full, and all liens against the Assets will be
         paid and released; and


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                  (e) Lease Agreement. Seller shall have delivered possession
         of the Real Property to Buyer in accordance with the terms of the
         Lease Agreement and this Agreement.

                  (f) Compliance with Bulk Sales/Transfers. Seller shall have
         permitted Buyer adequate time in which to comply with all applicable
         provisions of bulk sales or transfers.

         8.2 CONDITIONS TO OBLIGATIONS OF SELLER. The obligation of Seller to
complete the transactions contemplated at the Closing shall be subject to the
satisfaction on or prior to the Closing Date of the following conditions:

                  (a) Performance. Each agreement of Buyer to be performed on or
         before the Closing Date shall have been duly performed in all material
         respects;

                  (b) Representations and Warranties True; No Material Adverse
         Change. The representations and warranties of Buyer contained herein
         shall have been true in all material respects; and

                  (c) No Violation of Statutes, Orders, etc. There shall not be
         in effect any decree or judgment enjoining Seller from consummating the
         transactions contemplated hereby.


                               IX. INDEMNIFICATION

         9.1 INDEMNIFICATION OF BUYER BY SELLER. Seller and Shareholders agree
to indemnify, defend and hold harmless Buyer, Buyer's parent company, Packaged
Ice, Inc. and Buyer's employees, agents, heirs, legal representatives, and
assigns from and against any and all claims, suits, losses, expenses (legal,
accounting, environmental, investigation and otherwise), damages and liabilities
(including, without limitation, tax liabilities), arising out of or relating to
(i) any liability or obligation of Seller, (ii) the conduct of, or conditions
existing with respect to, the Business prior to the Closing with respect to all
of the Assets, (iii) any inaccuracy of any representation or warranty set forth
in this Agreement or the breach of any covenant made by Seller in or pursuant to
this Agreement.

         9.2 INDEMNIFICATION OF SELLER BY BUYER. Buyer agrees to indemnify,
defend and hold harmless Seller and Shareholders from and against any and all
claims, suits, losses, expenses (legal, accounting, investigation and
otherwise), damages and liabilities (including, without limitation, tax
liabilities), arising out of any inaccuracy of any representation or warranty
set forth in this Agreement or the breach of any covenant made by Buyer.




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         9.3 EFFECT OF TERMINATION. Without limiting any other rights the
parties may have, the parties specifically agree that the covenants contained in
this Article will continue to be enforceable following termination of this
Agreement.


                                 X. TERMINATION

         10.1 TERMINATION. This Agreement and the transactions contemplated
hereby may be terminated at any time prior to the Closing Date by any of the
following:

                  (a)      Mutual Consent.  By mutual written consent of the
         parties hereto.

                  (b) Misrepresentation or Breach. By Seller and Shareholders or
         by Buyer, if there has been a material misrepresentation or a material
         breach of a warranty or covenant herein or in any agreement required to
         be delivered pursuant hereto on the part of the other party hereto;

                  (c) Failure of Condition to Buyer's Obligations. By Buyer, if
         all of the conditions set forth in Section 8.1 have not been satisfied;

                  (d) Failure of Condition to Seller's Obligations. By Seller
         and Shareholders, if all of the conditions set forth in Section 8.2
         have not been satisfied;

                  (e) Court Order. By Seller or Buyer if consummation of the
         transactions contemplated hereby shall violate any nonappealable final
         order, decree or judgment of any court or governmental body having
         competent jurisdiction;

                  (f) Material Adverse Change. By Buyer if any event has
         occurred after the date hereof which is, or will result in a material
         adverse change in the prospects, business or condition of the Assets.

         10.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
Section 10.1(a), all further obligations of Seller and Shareholders and Buyer
under this Agreement shall terminate without further liability of Seller,
Shareholders or Buyer. If Seller and Shareholders fail to consummate the
transactions contemplated on its part to occur on the scheduled Closing Date, in
circumstances whereby all conditions of the Closing set forth in Section 8.2
have been satisfied in all material respects or waived, Buyer's sole remedy
shall be to (i) to require Seller and Shareholders to consummate and
specifically perform the transactions contemplated hereby, in accordance with
the terms of this Agreement, and to obtain, jointly or severally, from Seller
and Shareholders any attorney fees incurred in connection with procuring such
specific performance or (ii) terminate this Agreement and obtain reimbursement
of its out-of-pocket expenses incurred directly in connection with the
negotiation, preparation and performance of this



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Agreement. If Buyer fails to consummate the transactions contemplated on its
part to occur on the Closing Date, in circumstances whereby all conditions of
the Closing set forth in Section 8.1 have been satisfied in all material
respects or waived, Seller's and Shareholders' sole remedy shall be to (i) to
require Buyer to consummate and specifically perform the transactions
contemplated hereby, in accordance with the terms of this Agreement, and to
obtain from Buyer any attorney fees incurred in connection with procuring such
specific performance or (ii) terminate this Agreement and obtain reimbursement
of its out-of-pocket expenses incurred directly in connection with the
negotiation, preparation and performance of this Agreement.

         10.3 RIGHT TO PROCEED. Notwithstanding anything in this Agreement to
the contrary, if any condition specified in Section 8.1 or 8.2 has not been
satisfied, Seller and Shareholders or Buyer, in addition to any other rights
which may be available to it, shall have the right to waive any such condition
that is for its benefit and to require the other party hereto to proceed with
the Closing.


                                XI. MISCELLANEOUS

         11.1 EXPENSES. Legal, accounting and other costs and expenses incurred
in connection with this transaction shall be paid by the party incurring such
expenses.

         11.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained in or made in connection with this Agreement shall
survive the Closing.

         11.3 INUREMENT; ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, legal representatives and, if properly assigned, assigns. This
Agreement may not be assigned by any party without the written consent of the
other parties hereto.

         11.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Schedules and
Exhibits hereto, and the related agreements referred to herein embody the entire
agreement of the parties hereto, and supersede all prior agreements and
understandings, with respect to the subject matter hereof.

         11.5 SEVERABILITY. Any provision of this Agreement which is invalid,
unenforceable or illegal in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such invalidity, unenforceability or
illegality without affecting the remaining provisions hereof and without
affecting the validity, enforceability or legality of such provision in any
other jurisdiction.

         11.6 INCORPORATION OF EXHIBITS AND SCHEDULES. All Exhibits and
Schedules referenced in this Agreement, and any statements contained therein or
in any certificate or



                                       13

<PAGE>   14

instrument delivered pursuant hereto, constitute an integral part of this
Agreement and shall be deemed made in this Agreement as if set forth in full
herein.

         11.7 CAPTIONS AND HEADINGS; USE OF TERM "PERSON". Captions and headings
used herein are for convenience only, do not constitute a part of this
Agreement, and shall not be considered in construing this Agreement. Unless the
context otherwise requires, all article, section or subsection cross-references
are to articles, sections and subsections within this Agreement. As used herein,
the term "person" shall mean any corporation, partnership, venture,
proprietorship, trust, benefit plan or other entity or enterprise.

         11.8 GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         11.9 NOTICE. All notices of requests, demands or other communications
required or to be given hereunder shall be delivered by hand, overnight courier,
facsimile transmission, or by United States Mail, postage prepaid, by registered
or certified mail (return receipt requested), to the addressed indicated below
and shall be deemed given when received by the addressee thereof:

         to Seller:                 Ed's Refrigeration, Inc.

                                    ----------------------------
                                    Albuquerque, New Mexico
                                                            ---------

         to Shareholders:
                                    ----------------------------

                                    ----------------------------

                                    ----------------------------


                                    ----------------------------

                                    ----------------------------

                                    ----------------------------


                                    ----------------------------

                                    ----------------------------

                                    ----------------------------

         to Buyer:                  Southwestern Ice, Inc.
                                    8572 Katy Freeway, Suite 101
                                    Houston, Texas 77024
                                    Attn: A.J. Lewis III, President



                                       14
<PAGE>   15

         with a copy to:            Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                    300 Convent St., Suite 1500
                                    San Antonio, Texas 78205
                                    Attn:   Alan Schoenbaum, P.C.

or such other address or addresses as may be expressly designated by either
party by notice given in accordance with the foregoing provision.

         11.10 AGENTS OR BROKERS. Seller and Shareholders and Buyer mutually
represent and agree with each other that no agents or brokers have been utilized
in the solicitation or negotiation of the sale of the Business and no fees,
commissions or expenses of any type shall be due or payable out of the proceeds
of the purchase price by either party to this Agreement.

         11.11 TIME IS OF THE ESSENCE. Time is of the essence of this Agreement,
and all time limitations shall be strictly construed and rigidly enforced. The
failure or delay in the enforcement of any rights or interests granted herein
shall not constitute a waiver of any such right or interest or be considered as
a basis for estoppel.

         11.12 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute the
same instrument.

         11.13 ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by binding
arbitration in accordance with the Commercial Rules of the American Arbitration
Association by a single arbitrator to be located in San Antonio, Bexar County,
Texas, and judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof, and shall not be appealable.


                    [ED'S REFRIGERATION, INC. ASSET PURCHASE
                        AGREEMENT SIGNATURE PAGE FOLLOWS]




                                       15

<PAGE>   16


                    [ED'S REFRIGERATION, INC. ASSET PURCHASE
                            AGREEMENT SIGNATURE PAGE]


Executed on the date first written above.


                                     BUYER:

                                     SOUTHWESTERN ICE, INC.

                                     By: /s/ A.J. LEWIS III
                                        ---------------------------------------
                                        Print Name: A.J. Lewis III
                                                   ----------------------------
                                        Print Title: President
                                                    ---------------------------


                                     SELLER:

                                     By: /s/ EDMOND PAQUES
                                        ---------------------------------------
                                        Print Name: Edmond Paques
                                                   ----------------------------
                                        Print Title: President
                                                    ---------------------------


                                     SHAREHOLDERS:


                                     /s/ EDMOND PAQUES
                                     ------------------------------------------
                                     Edmond Paques, Individually




                                     /s/ TRUE DEE PAQUES
                                     ------------------------------------------
                                     True Dee Paques, Individually