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                                 EXHIBIT 10.22
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                 MARKETING AND TECHNICAL ASSISTANCE AGREEMENT

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THIS AGREEMENT ENTERED INTO WITH EFFECT AS OF AND FROM THE FIRST DAY OF
OCTOBER, 1996, BETWEEN:

 -       LAFARGE, a corporation duly incorporated under the laws of France,
         having its corporate office at 61, rue des Belles-Feuilles 75116
         PARIS, herein acting and represented by Mr. Jean Pierre Cloiseau, duly
         authorized as he so declares,

         AND

 -       LAFARGE CORPORATION, a corporation duly incorporated under the laws of
         Maryland,   USA, having its corporate office at 11130 Sunrise Valley
         Drive, Reston, Virginia  20191, USA, herein acting and represented by
         Mr. John Piecuch, duly authorized as he so declares,

WHEREAS:

Lafarge is engaged in research and development with respect to manufacture and
sale of building materials, including gypsum products;

Lafarge has through many years of experience developed its means and expertise
in the fields of research and development, marketing, strategic planning, human
resources and communication techniques in relation to gypsum activities;

Lafarge Corporation, a company specialized in cement, ready-mix and aggregates
activities, has recently acquired two gypsum wallboard plants in the Northeast
region of the United States;

Lafarge Corporation having limited experience in gypsum activities, desires to
enter into a technical and marketing assistance agreement with Lafarge under
the conditions hereinafter described.


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1 - DEFINITIONS

   In this agreement, the following terms shall have the following definitions
   unless the context clearly indicates otherwise:

   -     {Lafarge} means Lafarge and all its subsidiaries specialized in gypsum
         activity.

   -     {Lafarge Corporation} means Lafarge Corporation including its two
         United States wallboard plants and plants subsequently constructed or
         acquired.

   -     {Division} means Lafarge Platres company.
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   -     {Products} means gypsum based products such as, but not limited to:

         wallboard, wallboard complementary products (joint compounds,
         accessories, ...), construction plasters, moulded products (cove,
         cornices), industrial plasters (for sanitaryware, tableware, foundry,
         dental applications, ...), gypsum based screeds as well as paper used
         for wallboard manufacturing.

   -     {Subsidiaries} means any corporate entity of which Lafarge or Lafarge
         Corporation as applicable owns more than 50% of the voting shares
         and/or has the sole power to name more than 50% of the directors.

   -     {Territory} means the United States of America, and all its
         territories and possessions.

   -     {Third parties} means any entity other than Lafarge and Lafarge
         Corporation.

2 - SCOPE OF THE ASSISTANCE

   Lafarge hereby agrees to assist Lafarge Corporation in the following fields:

   -     process and new product development

   -     marketing and strategic planning

   -     information technology

   -     training of personnel

   -     human resources and communication techniques


3 - PROCESS AND NEW PRODUCT DEVELOPMENT

   Process and new product development shall include, for the purpose of this
   agreement, application research in connection with the design and
   development of new products and the design and development of processes for
   the manufacturing of products.

   3.1  Design and Development of New Products

   Lafarge Corporation will have access to the expertise of Lafarge, including
   technical support personnel with respect to technical developments. Lafarge
   will assist Lafarge Corporation in product specification design and testing
   trials for products registration.

   Lafarge will provide Lafarge Corporation with reports, formulas,
   specifications and written descriptions.

   3.2  Design and Development of Industrial Processes

   Lafarge Corporation will:

   -     have the management or technical support of Lafarge in the design and
         management of capital projects

   -     have access to the expertise of Lafarge for technical audits of
         Lafarge Corporation's production facilities and facilities to be
         evaluated within the framework of acquisitions and new business
         ventures

   -     be involved in the benchmarking at the Division level

   -     be provided by Lafarge with reports, formulas, specifications and 
         written descriptions

   -     have access to the database on equipment suppliers
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   -     have the possibility to attend meetings specific to the areas listed
         above that will be organized by the Division


3.3 Filing of Patents

   Any research and development conducted within the scope of this agreement
   may lead to the filling of patents.

   In order to avoid the inconveniences of co-ownership, such patents shall be
   filed by Lafarge but Lafarge Corporation shall have a royalty-free,
   perpetual, and exclusive license on these patents for its Territory with the
   possibility and right of granting sub-licenses to U.S. subsidiaries. The
   cost of filing such patents in the Territory shall be reimbursed by Lafarge
   Corporation to Lafarge.

   Lafarge Corporation covenants and agrees to execute promptly any and all
   papers, certificates and documents and to perform whatever lawful acts may
   be deemed necessary by Lafarge in connection with the filing of any such
   patents in the Territory, or that may be necessary or desirable to effect
   and maintain Lafarge rights in all such patents.

   If Lafarge refuses to file a patent resulting from research and development
   conducted within the scope of this agreement, Lafarge Corporation shall be
   entitled to proceed with the filing of such patent in its Territory, subject
   to the granting to Lafarge, at Lafarge request, of the royalty-free,
   perpetual and exclusive license for France, and being then entitled to grant
   sub-licenses to French subsidiaries. The costs associated with granting to
   Lafarge such license for France shall be borne by Lafarge.

   Lafarge covenants and agrees to execute promptly any and all papers,
   certificates and documents and to perform whatever lawful acts may be deemed
   necessary by Lafarge Corporation in connection with the filing of any such
   patent in the Territory or that may be necessary or desirable to effect and
   maintain Lafarge Corporation rights in all such patents.

3.4 Acquisition of Patents or Licenses

   Should one of the parties hereto wish to acquire a patent or license related
   to the subject of this agreement under a patent filed by a Third Party, it
   will be allowed to do so directly but shall grant to the other party the
   right of obtaining a license as provided in section 3.3 hereof, to the
   extent that such patent and/or licenses can be lawfully licensed or
   sub-licenses.

4 - MARKETING AND STRATEGIC PLANNING

   Lafarge Corporation will have access to the database of Lafarge so as to
   obtain information on:

   - market positions of competitors in various countries

   - information on competitor plants

   - structure and trends of gypsum based products consumption in various 
     markets

   - general information and trends on construction activity by country

   - information on construction industry players by country (distributors,
     applicators, contractors, licensers, administration)

   - marketing strategies in various markets

   - marketing strategies by product (commercial and under development)
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   - other information related to the gypsum business

   In additions, Lafarge Corporation will have access to reports, commercial
   brochures and samples. Lafarge Corporation personnel will have the
   possibility to attend meetings that will be organized by the Division on the
   areas above listed.

5 - INFORMATION TECHNOLOGY (MIS)

   Lafarge will provide Lafarge Corporation with technical support on the
   implementation of software system as well as application support.

6 - TRAINING OF PERSONNEL

   Upon request from Lafarge Corporation, the appropriate department(s) of
   Lafarge, in order to facilitate the use by Lafarge Corporation of the
   results of the research and development, will organize collective or
   individual training sessions in connection with products, conception, design
   and running of plants and marketing, according to terms and conditions to be
   determined by the parties hereto.

   Lafarge shall ensure that Lafarge Corporation technicians have free access
   to Lafarge Technical Departments and to all documentation.

7 - HUMAN RESOURCES AND COMMUNICATIONS

   Lafarge Human Resources Department shall, at the request of Lafarge
   Corporation:

   -     provide Lafarge Corporation with technical personnel capable of
         developing know-how in the field of production of the Products,
         processes, equipment or plant design;

   -     provide Lafarge Corporation with plant managers, engineers and
         technicians capable of ensuring that Lafarge Corporation gypsum plants
         operate on the highest technical level;

   -     provide Lafarge Corporation with fully trained executives in other
         management fields such as finance, M.I.S, planning and general
         management for gypsum activities;

   -     provide job opportunities to Lafarge Corporation personnel either in
         Lafarge corporate staff or gypsum plants or any subsidiary in France
         or elsewhere;

   -     assist Lafarge Corporation in employee involvement programs and
         internal communication for gypsum activities;

   -     provide Lafarge Corporation with information on remuneration and
         fringe benefits systems, and job and performance measurement systems
         that correspond to practices specific to the management of gypsum
         activities;

   A specific channel of internal communication will be established between
   Lafarge Corporation and the Division for exchange of organization
   announcements and internal publications distributed to gypsum activity
   personnel.

8 - FEES AND EXPENSES

   In consideration for the technical assistance to be received under this
   agreement, Lafarge Corporation will pay to Lafarge an annual fee equal to
   USD 1,000,000.
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   This fee will be paid to Lafarge in quarterly installments no later than the
   thirtieth day after the end of each calendar term.

   Payments above will be invoiced by Lafarge to Lafarge Corporation in French
   Francs converted from U.S. dollars at the average exchange rate for the
   quarter. They will be effected by wire transfer to Lafarge in Paris France.

   Lafarge Corporation shall pay all transportation and lodging expenses
   incurred by any of its employees staying in France in application of article
   6 (training).

   Lafarge will supply annually to the President of Lafarge Gypsum and Lafarge
   Corporation's management with information to assist in the preparation of a
   marketing and technical assistance report which will be presented to the
   Audit Committee of Lafarge Corporation.

9 - COMMENCEMENT DATE AND DURATION OF THIS AGREEMENT

   This agreement is entered into for a period of two years beginning as of
   October 1, 1996.

   This agreement shall, after this two year period, be tacitly renewed from
   year to year but each party may terminate this agreement at the end of each
   annual period of renewal subject to a six month notice.

   The parties acknowledge that it is likely that certain modifications to this
   agreement will be necessary or desirable after two years of experience
   thereunder, and the parties agree to negotiate such modifications, if any,
   at least six months prior to the end of initial two year term.

10 - CONSULTANTS

   The rights provided to Lafarge Corporation under this agreement include
   access to Lafarge regular consultants for usual consultation but include
   neither specific works requested from these consultants,  nor any
   interventions of any other consultants or outside organization, even if
   proposed by Lafarge to Lafarge Corporation.

11 - CONFIDENTIALITY

   All parties commit themselves and their personnel not to divulge, in any
   manner whatsoever, any technical or other information which is the subject
   of this agreement and to preserve its confidential status, if any.

   Lafarge Corporation hereby covenants and agrees that no information given by
   or on behalf of Lafarge in the manner hereinabove described or otherwise,
   shall be disclosed to anyone outside its respective organization without the
   prior consent of Lafarge and that such information shall be disclosed only
   to employees of Lafarge Corporation who are responsible for gypsum
   operations, as the case may be, who have first been properly instructed to
   maintain such information in confidence.

   Such confidentiality shall be maintained in the event of termination of this
   agreement as long as the most recent patent, in the case of patented
   processes, and shall be maintained for five (5) years following its
   termination in the case of non patented processes.
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   Should Lafarge or Lafarge Corporation discover that the techniques on which
   they are cooperating are being counterfeited, each party hereof agrees to
   inform the other and to use their best efforts to stop such illegal actions.

   Notwithstanding the foregoing, confidential information as described in this
   article 12 shall not include information that:

   (a)   is or hereafter becomes publicly known, other than through the fault
         of or breach of this agreement by the recipient of the information;

   (b)   is disclosed to the recipient by a third party in good faith and not
         in breach of any agreement or other obligation of confidentiality;

   (c)   is required by law to be disclosed in connection with a judicial or
         governmental action, investigation or other proceeding.

12 - LIABILITY

   Notwithstanding the assistance or advice received by Lafarge Corporation
   from Lafarge hereof in connection with this agreement, Lafarge Corporation
   shall remain fully liable for the decisions and actions made within the
   scope of this agreement.

13 - NOTICES

   Any notice required to be given under this agreement shall be in writing and
   shall be sent by certified or registered mail, or its equivalent, postage
   prepaid, or sent by telex, addressed to each party as follows:

<TABLE>
<S>                               <C>
   to Lafarge                     Lafarge
                                  61, rue des Belles-Feuilles
                                  75116 Paris
                                  France
                                  Attention: Direction des Affaires Juridiques
                         
   to Lafarge Corporation         Lafarge Corporation
                                  11130 Sunrise Valley Drive
                                  Reston, VA 20191
                                  USA
                                  Attention: V.P Legal Affairs
</TABLE>

14 - GOVERNING LAW

   This agreement shall be interpreted and construed in accordance with the
   laws of the Helvetic Confederation.

15 - ARBITRATION

   All disputes, differences, or questions between the parties concerning the
   construction, interpretation, and effect of this agreement or any clause
   herein contained, or the rights and liabilities of the parties shall be
   settled in the Canton of Geneva, in accordance with the Rules of Arbitration
   of the Chamber of Commerce and Industry of Geneva dated January 1, 1992.
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16 - ASSIGNMENT

   This agreement may not be assigned or transferred by Lafarge or Lafarge
   Corporation without prior written consent of the other party. Such consent
   shall not be unreasonably withheld.

17 - NO AFFILIATIONS

   Nothing in this agreement shall be construed to create between the parties a
   partnership, association, joint-venture, or agency.

18 - WAIVERS

   Failure of any party to require strict performance of any term of this
   agreement shall not affect that party's right to fully enforce the same, nor
   shall any waiver of a default be construed to be a waiver of any succeeding
   default.

19 - PROVISIONS SEVERABLE

   If any term or provision of this agreement shall be held or adjudged
   illegal, invalid or unenforceable by any court having jurisdiction, such
   shall not affect the validity of any other term or provision hereof, and
   such illegal, invalid or unenforceable term or provision shall be deemed to
   be separate and shall be deleted from this agreement.


20 - BINDING AGREEMENT

   This agreement shall be binding upon and inure to the benefit of the
   parties, their successors and assigns to the extent that this agreement is
   assignable by its terms.

21 - AUTHORITY TO CONTRACT; COUNTERPARTS

   Each of the parties covenants that this agreement is executed under
   authority duly granted by its Board of Directors or other entity having
   power and capacity to grant such authority. This agreement has been signed
   in two counterparts, each of which shall be deemed an original.

22 - COST OF LITIGATION

   In the event of any dispute arising as the result of the breach or alleged
   breach of any term of this agreement, and if such dispute is taken by any
   party to court, the successful party in any such court action shall be
   entitled in addition to any damages suffered, to receive all of the costs of
   suit including, without limiting the generality of the foregoing, reasonable
   attorney fees and experts fees, the cost of exhibits and the preparation
   thereof, and all other costs incident to such litigation.

23 - HEADING

   Caption headings are for convenience of reference only.
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24 - TERRITORY

   The rights provided to Lafarge Corporation under this agreement shall be only
   for use in the Territory.

In witness whereof, the parties have signed this agreement, this 6th day of
November 1996.


           LAFARGE                                    LAFARGE CORPORATION
      
      
      
by:      /s/ JEAN-PIERRE CLOISEAU               BY:   /s/ JOHN PIECUCH          
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           Jean Pierre Cloiseau                          John Piecuch
         Vice-President, Finance                   President & Chief Executive  
                                                            Officer