EXHIBIT No. 10.42

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                                ROBINSON JDM LTD.

                                    ("BUYER")

                                       AND

                            NIEMAND INDUSTRIES, INC.

                                   ("SELLER")





                                FEBRUARY 25, 1999
<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----

1.  Sale and Purchase of Assets and Liabilities................................1
    1.1      Sale and Purchase of Assets.......................................1
    1.2      Liabilities.......................................................3

2.  The Interim Period; Delivery of the Assets; Etc............................4

3.  Purchase Price4
    3.1      Purchase Price....................................................4
    3.2      Payment of the Purchase Price.....................................5
    3.3      Allocation of the Purchase Price..................................7

4.  Preliminary Closing and Closing; Time and Place............................7

5.  Representations and Warranties by Seller...................................8
    5.1      Organization and Standing.........................................8
    5.2      Authorization by Seller...........................................8
    5.3      Approvals, Consents, Etc..........................................8
    5.4      Compliance With Other Instruments.................................9
    5.5      Title to Assets; Absence of Liens and Encumbrances................9
    5.6      Inventory.........................................................9
    5.7      Tangible Property................................................10
    5.8      Contracts........................................................10
    5.9      Brokers..........................................................10
    5.10     No Suit, Etc.....................................................11
    5.11     Compliance With Laws.............................................11
    5.12     Ordinary Course..................................................11
    5.13     Representations and Warranties on Closing Date...................11

6.  Representations and Warranties by Buyer...................................11
    6.1      Organization and Standing of Buyer...............................11
    6.2      Authorization by Buyer...........................................12
    6.3      Approvals, Consents, Etc.........................................12
    6.4      Compliance With Other Instruments................................12
    6.5      Brokers..........................................................13

7.  Additional Covenants......................................................13
    7.1      Access 13
    7.2      Collection of Accounts Receivable................................13
    7.3      Further Assurances...............................................13
    7.4      Lien Releases....................................................14

                                       i
<PAGE>
    7.5      Warranty Service.................................................14
    7.6      Cooperation With Customers.......................................15
    7.7      Non-Competition..................................................15
    7.8      New Contracts....................................................15

8.  Conditions Precedent to the Obligations of Buyer..........................15
    8.1      Accuracy of Representations and Warranties.......................16
    8.2      Performance of Agreements........................................16
    8.3      Legal Proceedings................................................16
    8.4      Transfer Documents...............................................16
    8.5      No Liens.........................................................17

9.  Conditions Precedent to the Obligations of Seller.........................17
    9.1      Accuracy of Representations and Warranties.......................17
    9.2      Performance of Agreements........................................17
    9.3      Legal Proceedings................................................17

10. Termination...............................................................17
    10.1     Termination......................................................17
    10.2     Effect of Termination............................................18

11. General...................................................................18
    11.1     Survival of Representations, Warranties, Etc.....................18
    11.2     Expenses.........................................................19
    11.3     Waivers..........................................................19
    11.4     Notices..........................................................19
    11.5     Binding Effect; Benefits.........................................20
    11.6     Bulk Transfers...................................................20
    11.7     Assignment.......................................................20
    11.8     Headings.........................................................20
    11.9     Counterparts.....................................................20
    11.10    Construction.....................................................20
    11.11    Governing Law and Jurisdiction...................................21
    11.12    Arbitration......................................................21
    11.13    Separability.....................................................23
    11.14    Entire Agreement; Amendments.....................................23

                                       ii
<PAGE>
                                LIST OF SCHEDULES
                                -----------------


         Exhibit A                             Container Business Definition
         Preliminary Schedule 1.1(a)           Raw Material Inventory
         Schedule 1.1(a)                       Raw Material Inventory
         Preliminary Schedule 1.1(b)           Finished Goods
         Schedule 1.1(b)                       Finished Goods
         Schedule 1.1(c)                       Machinery and Equipment
         Schedule 1.1(d)                       Molds
         Preliminary Schedule 1.1(e)           Contracts
         Schedule 1.1(e)                       Contracts
         Schedule 1.1(f)                       Customer List
         Schedule 3.3                          Allocation of the Purchase Price
         Schedule 11.4                         Notices

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


         THIS ASSET PURCHASE AGREEMENT ("Agreement") dated as of February 25,

1999, by and between ROBINSON JDM LTD., an Ontario corporation ("Buyer") and

NIEMAND INDUSTRIES, INC., a Delaware corporation ("Seller").

                                    RECITALS:

         WHEREAS, Seller and Buyer desire to enter into this Agreement pursuant

to which Seller will sell to Buyer and Buyer will buy from Seller certain assets

of Seller which Seller has used exclusively in connection with a particular

segment of the business of Seller which is referred to hereinafter as the

"Container Business". The Container Business is defined on Exhibit A hereto.

         NOW, THEREFORE, in consideration of the respective representations,

warranties, covenants, agreements and conditions contained herein, Seller and

Buyer agree as follows:

         1.   Sale and Purchase of Assets and Liabilities.
              --------------------------------------------

              1.1 Sale and Purchase of Assets. At the "Preliminary Closing",

during the AInterim Period@ and at the "Closing" (as such terms are hereinafter

defined), on the terms and subject to the conditions set forth in this

Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all

of Seller's right, title and interest in and to the following assets of the

Container Business (each, an "Asset", and, collectively, the "Assets"):

              (a) The raw material inventory (including, without limitation,

container closures, split paper stock and punched disks) of the Container

Business at the time of the Closing (the "RM"); as soon as practicable after the

date of this Agreement, Seller shall deliver a listing of the raw material

inventory which is on hand as of the date hereof to Buyer; at the Preliminary

Closing, Seller shall deliver Preliminary Schedule 1.1(a) to Buyer, which will

show the raw material inventory of the Container Business at the time of the

Preliminary Closing, and as to which Buyer and Seller shall have reached

agreement, acting in good faith and reasonably,

                                       1
<PAGE>
prior to the Preliminary Closing; the parties will cooperate in conducting a

physical review of the inventory of the RM as late as practicable prior to the

Closing, and a listing of the RM resulting therefrom, showing the value thereof,

will be delivered at the Closing and will be labeled Schedule 1.1(a). RM shall

be valued at Seller's actual original purchase cost (excluding any storage and

transport costs and any taxes paid or payable thereon); provided, however, that

container closures shall be valued at the lesser of actual original purchase

cost and selling price.

              (b) The finished goods inventory of the Container Business at the

time of the Closing which relate to "Contracts" (as hereinafter defined) (the

"FG"); the RM and the FG are sometimes referred to collectively hereinafter as

the "Inventory"; as soon as practicable after the date of this Agreement, Seller

shall deliver a listing of the finished goods inventory which is on hand as of

the date hereof to Buyer; at the Preliminary Closing, Seller shall deliver

Preliminary Schedule 1.1(a) to Buyer, which will show the finished goods

inventory of the Container Business at the time of the Preliminary Closing; the

parties will cooperate in conducting a physical review of the FG as late as

practicable prior to the Closing, and a listing of the FG resulting therefrom,

valued at Seller's price to its customer pursuant to the pending purchase order

therefor (excluding any separately delivered enclosures) reduced by fifteen

percent (15%), will be delivered at the Closing and will be labeled Schedule

1.1(b).

              (c) The machinery and equipment of the Container Business at the

Preliminary Closing (the "M&E"); the M&E is listed, and the price of each item

of M&E is set forth, on Schedule 1.1(c); and, in connection therewith, any

related tools and accessories, and any spare parts which relate uniquely to the

M&E, engineering, product, manufacturing and assembly specifications, warranties

from the manufacturer, drawings, blueprints and related data and materials used

in the Container Business.

              (d) The molds used in the Container Business at the Preliminary

Closing (the "Molds"); the Molds are listed on Schedule 1.1(d).

              (e) The rights of the Container Business under the existing
purchase orders

                                       2
<PAGE>
from customers of Seller (the "Contracts") which are in effect as of the

Closing. The Buyer will deliver as soon as possible following the execution

hereof Preliminary Schedule 1.1(e) being a list of all of the currently

outstanding Contracts together with a good faith estimate by the Buyer of those

Contracts which will no longer be outstanding at the time of Closing. At the

time of the Closing, the Buyer will deliver the definitive Schedule 1.1(e) which

will list all of the Contracts to be assigned at the Closing. Each of the

Contracts shall be duly assigned to Buyer, provided, however, that to the extent

that the assignment of any of the foregoing requires the consent of the other

party thereto, this Agreement shall not constitute an agreement to assign the

same if an attempted assignment would constitute a breach thereof, but Seller

agrees that it will use its best efforts to obtain the written consent of the

other parties to the assignment thereof to Buyer, and if such consent is not

obtained, Seller will cooperate with Buyer in any reasonable arrangement

designed to provide for Buyer the benefits under any such agreement, contract,

commitment and purchase or sales order.

              (f) The goodwill, the customer lists, a list of current suppliers,

and the patents, copyrights, research and development records, technical

drawings and registered designs related exclusively to the Container Business,

if any; the customer list and current suppliers list will be attached at the

Closing as Schedule 1.1(f).

              1.2 Liabilities. Buyer does not assume or agree to be responsible

for any debts, obligations, liabilities or expenses of Seller whatsoever other

than liabilities arising out of the Contracts, but only as to which shipments or

deliveries shall not have been made or as to which services shall not have been

rendered as of the Closing, all of which were transferred to Buyer pursuant to

Section 1.1(e) above.

         2.   The Interim Period; Delivery of the Assets; Etc.. The parties

intend that, during a transition period of approximately thirty days beginning

on the date of the Preliminary Closing and extending through the Closing (the

"Interim Period"), Seller will continue to produce finished goods in order to

satisfy its customer demand, and Seller will continue to sell to its

                                       3
<PAGE>
customers, thereby reducing the amount of raw materials and finished goods to be

included in the Inventory and generating additional accounts receivable for the

Seller. Seller will also continue the collection of its receivables during the

Interim Period. From time to time during the Interim Period, Seller will

determine that certain of the M&E and Molds are no longer needed by Seller for

Interim Period production. Seller shall so notify Buyer, and Buyer will promptly

arrange to take delivery of those items of the M&E and Molds from Seller, as

hereinafter provided. The Closing will take place at the end of the Interim

Period. At the Closing, Buyer will take title to and possession of any Assets

which then remain in the possession of Seller.

                                       4
<PAGE>
         3.   Purchase Price.
              ---------------

              3.1 Purchase Price. Subject to the terms and conditions of this

Agreement, Buyer will pay the following amounts to Seller, the aggregate of

which shall be referred to hereinafter as the "Purchase Price":

              (a) The value of the RM, as shown on Schedule 1.1(a); plus

              (b) The value of the FG, as shown on Schedule 1.1(b); plus

              (c) Four Hundred and Eighty One Thousand Three Hundred Dollars
($481,300.00) for the M&E; plus

              (d) Two Hundred Thousand Dollars ($200,000.00) for the Molds; plus

              (e) One Hundred Dollars ($100.00) for the goodwill and customer
lists.

              3.2 Payment of the Purchase Price. The Purchase Price shall be

paid in the manner set forth below. All payments shall be in U.S. Dollars, and

in cash, by certified or bank check, or by wire transfer of immediately

available funds.

              (a) At the Preliminary Closing, Buyer shall deliver to Chicago

Title Company in Cleveland, Ohio or such other escrow agent as the parties may

agree upon (the "Escrow Agent"), (i) the amount shown on Preliminary Schedule

1.1(a) as the value of the raw material inventory at the Preliminary Closing,

plus (ii) the amount shown on Preliminary Schedule 1.1(b) as the value of the

finished goods inventory at the Preliminary Closing, plus (iii) the $681,400

price for the M&E, Molds, goodwill and customer list, as described in

subsections (c), (d) and (e) of Section 3.1. Such amounts shall be distributed

by the Escrow Agent in accordance with the terms set forth below and an escrow

agreement effectuating such terms and such additional terms as the parties may

require, acting reasonably and in good faith. The parties will negotiate the

escrow agreement in good faith and will cause it to be executed and delivered by

the parties hereto and the Escrow Agent on or before the Preliminary Closing

("Escrow Agreement").

              (b) The parties contemplate that (i) during the Interim Period,

Seller will use RM in its production, will purchase additional RM in fulfilling

the Contracts, will produce FG

                                       5
<PAGE>
and will sell FG to its customers, (ii) from time to time during the Interim

Period, Seller will complete production of certain products and will fill all

orders of certain products, and, as a result, will have no further need for

particular items of M&E, Molds, RM and/or FG, (iii) as a result of the

foregoing, the composition of the Inventory at Closing, and the value thereof,

will vary from the composition and value shown on Preliminary Schedules 1.1(a)

and (b), and (iv) Seller shall purchase all of the Inventory, the amount of

which shall not have increased between the Preliminary Closing and Closing,

unless such increase is directly related to a firm customer order or is in

accordance with the prior agreement of Buyer. To address these expectations, the

parties have established the procedure set forth hereinafter for the use and

delivery of, and payment for, the Inventory.

              (c) The Escrow Agent shall hold the funds delivered to it in a

readily accessible, interest bearing account. In the event that Seller

determines that it no longer requires particular items of M&E, Molds, RM or FG

during the Interim Period, it shall so notify Buyer and the Escrow Agent of the

items in question and their value as set out in the Schedules to this Agreement.

Within seven business days thereafter, but in no event more than once in any

calendar week during the Interim Period, (i) Buyer shall remove such items from

Seller's premises, and (ii) the Escrow Agent shall remit the value of such items

to Seller. The Escrow

                                       6
<PAGE>
Agreement shall provide that such transfers shall be subject to the prior or

contemporaneous release of any liens on such Assets.

              (d) At the Closing, (i) the Purchase Price shall be computed, (ii)

possession and title to any of the Assets which had not been delivered and paid

for pursuant to subsection (c) above shall be delivered to Buyer, (iii) the

Escrow Agent shall pay to Seller from the escrow funds the amount by which the

Purchase Price exceeds the amount it had delivered to Seller during the Interim

Period pursuant to subsection (c) above; if the amount in the escrow account is

insufficient, Buyer shall pay the balance of the Purchase Price to Seller; if

the amount in the escrow account exceeds the balance of the Purchase Price, the

Escrow Agent shall deliver the balance of the escrow account to Buyer.

              (e) The parties shall each be responsible for fifty percent (50%)

of the fees and expenses of the Escrow Agent.

              3.3 Allocation of the Purchase Price. The parties agree that the

Purchase Price is allocated among the Assets in the manner reflected on Schedule

3.3. Such allocation of the Purchase Price to each of the Assets was arrived at

by arms-length negotiations, and the judgment of the parties properly reflects

the fair market value of the items transferred pursuant to this Agreement. It is

further agreed that the allocations set forth on Schedule 3.3 hereto shall be

binding on the parties for federal and state income tax purposes in connection

with this purchase and sale of the Assets, and that each party will cause its

federal and state income tax returns to be completed and filed in a manner

consistent with the allocations and valuations contained in or reflected on

Schedule 3.3 hereto.

                                       7
<PAGE>
         4. Preliminary Closing and Closing; Time and Place. On the terms and

subject to the conditions set forth in this Agreement, a preliminary closing of

he transactions contemplated hereby (the "Preliminary Closing") shall take

place at the offices of Kohrman Jackson & Krantz P.L.L., One Cleveland Center,

1375 East Ninth Street, 20th Floor, Cleveland, Ohio 44114, on March 29, 1999,

commencing at 10:00 A.M., local time, or as soon as practicable thereafter, and

a final closing of such transactions (the "Closing") shall take place at the

same time and location on April 29, 1999 or at such other place, time and/or

date as the parties hereto may agree (the date of the Closing being hereinafter

referred to as the "Closing Date"). The Closing shall be deemed to have occurred

at the close of business on the Closing Date.

         5. Representations and Warranties by Seller. As a material inducement

to Buyer to execute this Agreement and perform its obligations hereunder, Seller

represents and warrants to Buyer as follows:

              5.1 Organization and Standing. Seller is a corporation duly

incorporated, organized, validly existing and in good standing under the laws of

the State of Delaware and has the requisite corporate power and authority to

enter into this Agreement, to perform its obligations hereunder and to carry out

the transactions contemplated hereby. Seller is duly qualified to do business

and is in good standing in each jurisdiction in which it is presently conducting

business and has the requisite corporate power and authority to own, lease and

utilize its assets, properties and business and to carry on the Container

Business as such business is presently being conducted.

              5.2 Authorization by Seller. The execution, delivery and

performance by Seller of this Agreement, and the consummation by Seller of the

transactions contemplated hereby, has been duly authorized by all requisite

corporate action. This Agreement has been duly and validly executed and

delivered by Seller and constitutes a valid and binding obligation of Seller

enforceable against Seller in accordance with its terms, except insofar as

enforceability thereof may be limited by bankruptcy, insolvency or other similar

laws affecting the

                                       8
<PAGE>
enforceability of creditors' rights, or by limitations in the availability of

the remedy of specific performance or injunctive relief, or by general equity

principles.

              5.3 Approvals, Consents, Etc. Except for the consent of Seller's

lender(s), which consent will be in writing and will be obtained by Seller prior

to its delivery of any of the Assets, no consent, authorization or approval of,

or waiver or exemption by, or filing with, any other person is required in

connection with the execution, delivery or performance by Seller of this

Agreement or the consummation by Seller of the transactions contemplated hereby.

              5.4 Compliance With Other Instruments. The execution, delivery and

performance by Seller of this Agreement will not violate any provision of

Seller's Certificate of Incorporation or Bylaws, or any amendment thereof or any

resolution of Seller, or the provisions of any applicable law, order or

regulation of any governmental authority having jurisdiction over Seller and

will not conflict with or result in a breach of the terms, conditions or

provisions of any agreement or instrument to which Seller is now a party or by

which Seller is now bound or constitute a default thereunder or result in the

imposition of any lien, charge or encumbrance of any nature whatsoever on the

Assets.

              5.5 Title to Assets; Absence of Liens and Encumbrances. Except for

the lien(s) in favor of Seller's lenders, which liens will be released in

accordance with Section 7.4

                                       9
<PAGE>
below, Seller owns outright and has good and marketable title to all of the

Assets, free and clear of all liens, charges and encumbrances.

              5.6 Inventory. All of the Inventory is suitable and usable or

salable in the ordinary course of the Container Business to its current

customers. None of the Inventory is held on consignment and, without limiting

the generality of any representation and warranty contained in this Agreement,

Seller owns the Inventory free and clear of all liens, charges and encumbrances

except for the liens contemplated in Section 7.4. The Inventory is labeled and

stored in the manner that it has been historically stored and labeled. At the

time of their transfer to Buyer, the finished goods will have been completed in

a good and workmanlike manner, free from any material defects and made in

compliance with the requirements of the customer for whom such finished goods

have been manufactured. There will have been no increase in the raw materials

forming the Inventory between the date hereof and the Closing save and except in

connection with a firm order placed by a customer of the Container Business or

pursuant to the written agreement of Buyer.

              5.7 Tangible Property. Buyer has had an opportunity to inspect the

M&E, molds and any other tangible personal property which is being sold to Buyer

hereunder (the "Tangible Property"). Buyer acknowledges that Seller makes no

representation or warranty as to the condition of the Tangible Property, and

that such Tangible Property is being transferred on an "as is where is" basis.

At the time of the M&E and Molds delivery they will be materially in the same

condition as when they were inspected by Buyer prior to the execution of this

Agreement, subject to reasonable wear and tear.

                                       10
<PAGE>
              5.8 Contracts. The selling price under each Contract is such that,

had Seller completed the Contract, its variable costs (being all labour and

benefit costs (where benefit costs are 27% of the labour costs) plus all

material costs) for completing each such Contract would not have exceed the

selling price thereunder. The Buyer has not received and is not entitled to

receive any deposits, prepayments or staged payments under any of the Contracts.

None of the Contracts has any manufacturing specifications or requirements which

require the use of machinery, equipment or molds other than those included among

the M&E and Molds being transferred pursuant to this Agreement, with the

exception of tubes requiring a seamed on metal end. The schedule for completion

and delivery under each of the Contracts is consistent with the past practice of

the Container Business and had the Seller completed the Contract in the ordinary

course of business, the Contract would have been fulfilled on time by the Seller

using the M&E and the Molds and a seamer.

              5.9 Brokers. Except for Cook Associates, Inc., no broker, finder

or other person hired, retained or contacted by Seller is entitled to receive

any brokerage fee, finder's fee or the like by reason of the consummation of the

transactions contemplated by this Agreement. Seller confirms that it is solely

responsible for the payment of any obligations to Cook Associates, Inc. in

connection with the transactions contemplated in this Agreement and Seller

hereby indemnifies and saves harmless the Buyer, its officers, directors,

shareholders, employees and agents in connection with any payment that Cook

Associates, Inc. may claim from any of them in connection with the transactions

contemplated herein.

              5.10 No Suit, Etc. There is no suit, action, dispute, civil or

criminal litigation, arbitration, legal, administrative or other proceeding or

governmental investigation, including appeals and applications for review, in

progress, pending or, to the knowledge of Seller, threatened against the Seller

and relating to the Container Business.

              5.11 Compliance With Laws. Seller has carried on the container

Business in compliance with all applicable laws.

                                       11
<PAGE>
              5.12 Ordinary Course. The Seller has carried on the Container

Business in the ordinary course for the past 12 months.

              5.13 Representations and Warranties on Closing Date. The

representations and warranties contained in this Article 5 shall be true in all

material respects on and as of date of any transfer of any of the Assets to

Buyer, and on and as of the Closing Date, with the same force and effect as

though such representations and warranties had been made on and as of such date

of transfer and on and as of the Closing Date.

         6. Representations and Warranties by Buyer. Buyer, to induce Seller to

sell the Assets as set forth herein, represents and warrants as follows:

              6.1 Organization and Standing of Buyer. Buyer is a corporation

duly incorporated, organized, validly existing and in good standing under the

laws of the Province of Ontario, and has the requisite corporate power and

authority to enter into this Agreement, to perform its obligations hereunder and

to carry out the transactions contemplated hereby.

              6.2 Authorization by Buyer. The execution, delivery and

performance by Buyer of this Agreement, and the consummation by Buyer of the

transactions contemplated hereby, has been duly authorized by all requisite

corporate action. This Agreement has been duly and validly executed and

delivered by Buyer and constitutes a valid and binding obligation of Buyer

enforceable against Buyer in accordance with its terms, except insofar as

enforceability thereof may be limited by bankruptcy, insolvency or other similar

laws affecting the enforcement of creditors' rights, or by limitations in the

availability of the remedy of specific performance or injunctive relief, or by

general equity principles.

              6.3 Approvals, Consents, Etc. No consent, authorization or

approval of, or waiver or exemption by, or filing with, any other person is

required in connection with the execution, delivery or performance by Buyer of

this Agreement or the consummation by Buyer of the transactions contemplated

hereby.

              6.4 Compliance With Other Instruments. The execution, delivery and

                                       12
<PAGE>
performance by Buyer of this Agreement will not violate any provision of Buyer's

Articles of Incorporation or Bylaws, or any amendment thereof or any resolution

of Buyer, or the provisions of any applicable law, order or regulation of any

governmental authority having jurisdiction over Buyer and will not conflict with

or result in a breach of the terms, conditions or provisions of any agreement or

instrument to which Buyer is now a party or by which Buyer is now bound or

constitute a default thereunder.

              6.5 Brokers. No broker, finder or other person hired, retained or

contracted by Buyer is entitled to receive any brokerage fee, finder's fee or

the like by reason of the consummation of the transactions contemplated by this

Agreement.

         7.   Additional Covenants.
              ---------------------

              7.1 Access. Seller shall give to Buyer and to its counsel,

accountants and other representatives full access to its premises, to the Assets

and to the personnel of Seller related thereto during normal business hours upon

reasonable notice, and shall furnish to Buyer and such representatives such

additional documents, financial information and information with respect to any

of the Assets as Buyer may from time to time reasonably request; provided,

however, that neither the furnishing of copies of contracts, agreements and

other documents or information to such persons nor any investigation by such

persons or otherwise on behalf of Buyer shall affect Buyer's right to rely on

the representations and warranties of Seller contained in this Agreement.

              7.2 Collection of Accounts Receivable. The parties acknowledge

that accounts receivable from customers (i) for goods purchased prior to the

Closing belong to Seller, and (ii) for goods purchased on or after the Closing

belong to Buyer. Each party agrees to deliver to the other party without delay

any payments of accounts receivable which belong to such other party and which

the customer delivers to it.

              7.3 Further Assurances. At or after the transfer of any Assets

hereunder, Seller, at the request of Buyer, shall promptly execute and deliver,

or cause to be executed and

                                       13
<PAGE>
delivered, to Buyer all such assignments, bills of sale, endorsements, powers of

attorney and other documents, in addition to those otherwise required by this

Agreement, in form and substance satisfactory to Buyer, as Buyer may reasonably

request in order to (a) vest at the time of transfer or confirm after transfer

good and marketable title of the Assets with the Buyer and, (b) perfect and

record, if necessary, the sale, transfer, assignment, conveyance and delivery to

Buyer of the Assets and (c) otherwise carry out or evidence the terms of this

Agreement.

              7.4 Lien Releases. In connection with each transfer of an Asset to

Buyer hereunder, Seller shall obtain releases of the liens of Seller's lenders

which encumber such Asset, effective at the time of transfer. Seller shall

deliver to Buyer at the time of the transfer and the

                                       14
<PAGE>
payment of the Purchase Price for the Asset, the appropriate UCC termination

statement, in form suitable for filing. Buyer shall be entitled to file such

termination statement, at its own expense.

              7.5 Warranty Service. Seller represents and warrants that the

products sold by Seller prior to the Closing were warranted by Seller against

defects in material and workmanship, and that warranty claims do not, on an

annual basis, represent a material cost to Seller. In recognition of the fact

that after the Closing Seller will no longer be in the business of manufacturing

and assembling the products, Buyer agrees to attend to the repair or replacement

of such products as Seller identifies to Buyer as being subject to a valid

warranty claim, in an amount in the aggregate under all warranty claims not to

exceed $5,000, as a one time deductible (the "Warranty Deductible"). Buyer shall

not assume any of Seller's warranty obligations, but shall be responsible for

providing warranty service up to the amount of the Warranty Deductible. Once

Buyer's cost of resolving warranty claims has exceeded the amount of the

Warranty Deductible, Seller agrees to pay to Buyer an amount equal to Buyer's

cost of providing warranty service; provided, however, that Buyer shall not

undertake the provision of warranty service if the cost thereof exceeds the

customer's purchase price of the item without first obtaining written approval

of Seller. Buyer shall have no obligation to perform any warranty services work

in excess of the Warranty Deductible unless it is assured of full reimbursement

of the cost therefor by the Seller. Seller shall, in its sole discretion, (i)

determine the validity of any warranty claim, and (ii) decide whether the

defective product should be repaired or replaced. Seller shall indemnify Buyer

in respect of any warranty claims which are outside of the scope of this

provision.

                                       15
<PAGE>
              7.6 Cooperation With Customers. During the Interim Period, Seller

will, and will cause its salespeople to, cooperate with Buyer in their dealings

with the customers of the Container Business.

              7.7 Non-Competition. At the Closing, Seller and Gibraltar

Packaging Group, Inc. ("Gibraltar") will execute non-competition and

non-solicitation agreements, to the effect that neither Seller nor Gibraltar or

its affiliates will compete with Buyer, directly or indirectly, in the Container

Business within North America for a period of two (2) years after the Closing.

              7.8 New Contracts. Seller agrees that, during the period from the

date hereof through the Closing, Seller will not enter into any new agreements

with customers which would fall within the definition of Contracts without first

obtaining Buyer's consent, which consent will not be unreasonably withheld.

         8. Conditions Precedent to the Obligations of Buyer. The obligations of

Buyer under this Agreement are subject to the satisfaction, on or before the

Closing Date, of each of the conditions set forth in this Article 8. Each such

condition is inserted herein solely for the benefit of Buyer, and Buyer may

waive any such condition at any time.

              8.1 Accuracy of Representations and Warranties. The

representations and warranties of Seller contained in this Agreement shall be

true on and as of the Closing Date with the same effect as if they were made on

and as of the Closing Date.

              8.2 Performance of Agreements. Seller shall have performed all

obligations and agreements and complied with all covenants contained in this

Agreement to be performed and with which it must comply on or before the Closing

Date.

              8.3 Legal Proceedings. There shall be no law, and no order shall

have been entered and not vacated by a court or administrative agency of

competent jurisdiction in any litigation, which (a) enjoins, restrains, makes

illegal or prohibits consummation of the transactions contemplated hereby; (b)

requires separation of more than five percent (5%) of the

                                       16
<PAGE>
Assets after the Closing; or (c) restricts or interferes with, in any material

way, the Assets after the Closing or materially or adversely affects the

financial condition, results of operations, properties, business or prospects of

Seller's business, or restricts Buyer's ability to remove the Assets from

Seller's premises and transport them to Ontario; and there shall be no

litigation pending before a court or administrative agency of competent

jurisdiction, or threatened, seeking to do, or which, if successful, would have

the effect of, any of the foregoing.

                  8.4 Transfer Documents. Seller shall have executed and

delivered to Buyer such bills of sale, assignments, endorsements, UCC releases

(to the extent then required pursuant to Section 7.4) and other instruments of

conveyance and transfer, satisfactory in form and substance to Buyer and its

counsel, as shall be effective to vest title to the Assets in Buyer, in

accordance with the terms of this Agreement.

                  8.5 No Liens. There shall be no liens on any of the Assets at

the time that they are transferred to Buyer and Seller shall provide proof

(including UCC termination statements) satisfactory to Buyer, acting reasonably,

that any liens have been released at the time of the transfer. The filing of UCC

termination statements shall be the responsibility of Buyer.

         9. Conditions Precedent to the Obligations of Seller. The obligations

of Seller under this Agreement are subject to the satisfaction, on or before the

Closing Date, of each of the

                                       17
<PAGE>
conditions set forth in this Article 9. Each such condition is inserted herein

solely for the benefit of Seller, and Seller may waive any such condition at any

time.

              9.1 Accuracy of Representations and Warranties. The

representations and warranties of Buyer contained in this Agreement shall be

true on and as of the Closing Date with the same effect as if they were made on

and as of the Closing Date.

              9.2 Performance of Agreements. Buyer shall have performed all

obligations and agreements and complied with all covenants contained in this

Agreement to be performed and with which it must comply on or before the Closing

Date.

              9.3 Legal Proceedings. There shall be no law, and no order shall

have been entered and not vacated by a court or administrative agency of

competent jurisdiction in any litigation, which enjoins, restrains, makes

illegal or prohibits consummation of the transactions contemplated hereby.

         10.  Termination.
              ------------

              10.1 Termination. This Agreement may be terminated prior to the

Closing in accordance with subsections (a) through (c) below.

              (a) At the election of Seller, if Buyer has breached any material

representation, warranty, covenant or agreement contained in this Agreement,

which breach cannot be or is not cured by the Closing Date, or if any of the

conditions precedent set forth in Article 8 has not been satisfied by the

Closing Date.

              (b) At the election of Buyer, if Seller has breached any material

representation, warranty, covenant or agreement contained in this Agreement,

which breach

                                       18
<PAGE>
cannot be or is not cured by the Closing Date, or if any of the conditions

precedent set forth in Article 7 has not been satisfied by the Closing Date.

              (c) At any time on or prior to the Closing Date, by mutual written

consent of Seller and Buyer.

              10.2 Effect of Termination. In the event this Agreement is

terminated pursuant to Section 10.1 hereof, the parties shall use all reasonable

efforts to return to STATUS QUO ANTE, and, upon achieving such status, all other

obligations of the parties hereunder shall terminate.

         11.  General.
              --------

              11.1 Survival of Representations, Warranties, Etc. (a) The

representations and warranties contained in this Agreement shall survive the

Closing until the one hundred eightieth (180th) day after the Closing Date (and

shall thereafter terminate), except for those relative to title of the Assets,

or any of them, which representations and warranties shall survive without

limitation as to time.

              (b) The agreements and covenants set forth in this Agreement shall

survive the Closing and shall continue until all obligations set forth therein

shall have been performed and satisfied or until such agreements and covenants

shall have terminated in accordance with their terms.

              11.2 Expenses. Except as otherwise provided herein, whether the

transactions contemplated by this Agreement are consummated or fail to be

consummated for any reason whatsoever, each of the parties hereto shall pay its

own expenses and the fees and expenses of its counsel and accountants and other

experts.

                                       19
<PAGE>
              11.3 Waivers. No action taken pursuant to this Agreement,

including any investigation by or on behalf of any party hereby, shall be deemed

to constitute a waiver by the party taking such action of compliance with any

representation, warranty, covenant or agreement contained herein. The waiver by

any party hereto of any condition or of a breach of any other provision of this

Agreement shall not operate or be construed as a waiver of any other condition

or subsequent breach. The waiver by any party of any of the conditions precedent

to its obligations under this Agreement shall not preclude it from seeking

redress for breach of this Agreement other than with respect to the condition so

waived.

              11.4 Notices. Any notice or other communication required or

permitted hereunder shall be in writing and shall be either (i) delivered

personally, (ii) sent by telegraph or telex, (iii) sent by facsimile

transmission, (iv) delivered by nationally recognized overnight courier service

against a receipt therefor, or (v) sent by certified, registered or express

mail, postage prepaid. Any such notice shall be deemed given (A) when so

delivered personally, telegraphed, telexed or sent by facsimile transmission if

applicable; (B) when delivered by courier if applicable; or (C) if mailed,

fifteen days after the date of deposit in the mail if applicable, to the parties

identified on Schedule 11.4 hereto. Any party may, by notice given in accordance

with this Section to the other parties, designate another address or person for

receipt of notices hereunder.

              11.5 Binding Effect; Benefits. This Agreement shall inure to the

benefit of and shall be binding upon the parties hereto and their respective

heirs, legal representatives, successors and permitted assigns.

                                       20
<PAGE>
              11.6 Bulk Transfers. The parties hereto waive compliance with the

requirements of the Bulk Transfer and/or Bulk Sales Laws of any jurisdiction in

connection with the sale of the Assets to Buyer hereunder.

              11.7 Assignment. This Agreement shall not be assignable without

the prior written consent of each non-assigning party. Nothing in this

Agreement, express or implied, is intended to confer upon any person other than

the parties hereto and their successors and permitted assigns, any rights or

remedies under or by reason of this Agreement.

              11.8 Headings. The section and other headings contained in this

Agreement are for reference purposes only and shall not affect the meaning or

interpretation of this Agreement.

              11.9 Counterparts. This Agreement may be executed by the parties

hereto in any number of counterparts, each of which shall be deemed to be an

original, but all such counterparts shall together constitute one and the same

instrument. The execution of counterparts shall not be deemed to constitute

delivery of this Agreement by a party until the other party has also executed

and delivered his/its counterparts.

              11.10 Construction. In this Agreement, unless the context

otherwise requires, words in the singular or in the plural shall each include

the singular and the plural, and words of the masculine gender shall include the

feminine and the neuter, and, when the sense so indicates, words of the neuter

gender may refer to any gender.

              11.11 Governing Law and Jurisdiction.
                    -------------------------------

              (a) The validity, performance and enforcement of this Agreement

shall be governed by the laws of the State of Delaware, U.S.A.

                                       21
<PAGE>
              (b) Any legal action, suit or proceeding arising out of or

relating to this Agreement or the transactions contemplated hereby may be

instituted in a court of proper jurisdiction in Delaware, and each party agrees

not to assert, by way of motion, as a defense, or otherwise, in any such action,

suit or proceeding, any claim that he or it is not subject personally to the

jurisdiction of such court, that the action, suit or proceeding is brought in an

inconvenient forum, that the venue of the action, suit or proceeding is improper

or that this Agreement or the subject matter hereof may not be enforced in or by

such court. Each party further irrevocably submits to the jurisdiction of such

ourt in any such action, suit, or proceeding. Any and all service of process

and any other notice in any such action, suit or proceeding shall be effective

against any party if served or delivered as provided by the rules of the court

in which such legal action, suit or proceeding has been instituted. Nothing

herein contained shall be deemed to affect the right of any party to serve

process in any manner permitted by law or, subject to the provisions of Section

11.12 below, to commence legal proceedings or otherwise proceed against any

other party in any other jurisdiction.

              11.12 Arbitration.
                    ------------

              (a) Any dispute or controversy arising out of or related to this

Agreement, or the breach thereof, shall be submitted to binding arbitration in

accordance with the Commercial Arbitration Rules of the American Arbitration

Association ("AAA") and this provision. In the event of a conflict between the

AAA rules and this provision, the terms of this provision shall govern.

              (b) Either party may invoke this arbitration procedure by giving

written notice to that effect by certified mail to the other party. The parties

will attempt to agree upon a single arbitrator. If agreement regarding selection

of a single arbitrator is not reached within thirty (30) days after the initial

demand for arbitration, each party shall, within thirty (30) days thereafter,

name an arbitrator. Those two arbitrators shall, within thirty (30) days after

they both have been named, select a third arbitrator, who shall serve as the

Chair of the arbitration panel. If the two

                                       22
<PAGE>
party-selected arbitrators are unable to agree upon a third arbitrator, then the

AAA shall appoint a person who is neutral to the parties to act as the Chair of

the arbitration panel. None of the arbitrators may be former or current partner,

principal, director, officer, shareholder, employee or agent of either of the

parties.

              (c) Each of the parties shall file a written submission with

supporting documents to the single arbitrator or, if applicable, to the

arbitration panel (hereinafter, references to "arbitration panel" shall include

a single arbitrator agreed upon by the parties or the three member panel

selected in accordance herewith, as applicable) within ninety (90) days after

appointment of the last member of the arbitration panel, which period may be

extended by the arbitration panel. At the same time, each party shall also serve

a copy of such submission on the other party.

              (d) The arbitration hearing shall be held in Cleveland, Ohio, USA,

at a site and at a time designated by the arbitration panel.

              (e) The parties shall have at their disposal the same pre-trial

discovery rights available under the Federal Rules of Civil Procedure and the

Local Rules of the United States District Court for the Northern District of

Ohio; provided, that the arbitration panel may shorten the time permitted by

those Rules for any discovery procedure in light of the ninety (90) day

                                       23
<PAGE>
timetable for the parties' submissions specified above, and provided further

that any dispute regarding discovery shall be submitted for decision to the

arbitration panel.

              (f) At the arbitration hearing, each party shall have the

opportunity to present witnesses and to cross-examine the witnesses presented by

the other party. The arbitration panel shall be relieved of judicial formality

and need not adhere to formal rules of evidence.

              (g) The majority of the arbitration panel shall issue a written

decision resolving the controversy within thirty (30) days after the close of

the hearing, which decision will state the facts reviewed, conclusions reached

and reasons for the conclusions. The decision will be binding upon the parties

in any court of competent jurisdiction and will not be subject to appeal. The

arbitration panel also shall allocate the fees and expenses of the arbitration

panel between the parties.

              11.13 Separability. Any term or provision of this Agreement which

is invalid or unenforceable shall be ineffective to the extent of such

invalidity or unenforceability without rendering invalid or unenforceable the

remaining terms and provisions of this Agreement.

              11.14 Entire Agreement; Amendments. This Agreement embodies the

entire agreement between the parties hereto with respect to the subject matter

hereof and supersedes all prior agreements and understandings, oral or written,

with respect thereof. This Agreement may not be changed orally, but only by an

agreement in writing signed by the party or parties against whom any waiver,

change, amendment, modification or discharge may be sought.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day

and year first above written.

         NIEMAND INDUSTRIES, INC.



         By:  /s/ John W. Lloyd

                                       24
<PAGE>
         Its:     Secretary



         ROBINSON JDM LTD.


         By:  /s/ Ian Tippen

         Its:  President

                                       25
<PAGE>
                                    EXHIBIT A

                             THE CONTAINER BUSINESS
                             ----------------------


The "Container Business" is the manufacture and sale of the following products:


Any spiral wound paper container, except (i) those currently produced and filled
at the Niemand facility, (ii) the vaginal applicator tube (Applicade), and (iii)
the patented Entherm tube.

                                       26
<PAGE>
                                  SCHEDULE 3.3

                        ALLOCATION OF THE PURCHASE PRICE
                        --------------------------------


       The Purchase Price Shall be allocated among the Assets as follows:


           Asset                              Price
---------------------------------------------------

  Machinery and Equipment                     $481,300

  Molds                                       $200,000

  Inventory                                   [To be inserted at Closing]

  Goodwill and Customer Lists                 $100.00
<PAGE>
                                  SCHEDULE 11.4

                                     NOTICES
                                     -------


         To Buyer:                  Robinson JDM Ltd.
                                    Chesterfield S40 1YJ
                                    United Kingdom
                                    Attn: President
                                    Fax: 011-44-1246-505-350

         With copy to:              John Atchison, Esquire
                                    Gardiner, Roberts
                                    40 Kings Street West, Suite 3100
                                    Toronto, Ontario
                                    Canada  M5H 3Y2
                                    Fax: 416-865-6636

         To Seller:                 Niemand Industries, Inc.
                                    c/o John W. Lloyd
                                    270 Warner Hill Road
                                    Southport, Connecticut  06490
                                    Fax: 203-319-8025

         With copy to:              Gibraltar Packaging Group, Inc.
                                    2000 Summit Avenue
                                    Hastings, Nebraska  68902-2148
                                    Attn: President
                                    Fax: 402-463-1661

                                         and
                                    Alan M. Rauss, Esquire
                                    Kohrman Jackson & Krantz P.L.L.
                                    One Cleveland Center, 20th Floor
                                    1375 East Ninth Street
                                    Cleveland, Ohio  44114
                                    Fax: 216-621-6536