PURCHASE AGREEMENT (this "Agreement") is made and entered  effective the  
24th day of March, 1997 by and between Jerry Richmond, Brooks Barwick, 
Mark Calcutt and Doug Apperson and (each hereafter a "Seller" and 
collectively the "Sellers") and Steel Technologies Inc., a Kentucky 
corporation (the "Buyer").

PRELIMINARY STATEMENTS

Sellers desire to sell, and Buyer desires to purchase, all and not less 
than all of the issued and outstanding shares of common stock (the 
"Common Stock") of Atlantic Coil Processing, Inc., a North Carolina 
corporation (the "Company"), for the consideration and on the terms set 
forth in this Agreement.

The Company is engaged in the business of steel processing and providing 
steel processing services (the "Business").

The parties, intending to be legally bound, agree as follows:

	ARTICLE 1
	  PURCHASE AND SALE OF STOCK

SECTION 1.1	Sale of Stock.  Subject to the terms and conditions of this 
Agreement, at the Closing, Sellers will sell and transfer the Common 
Stock to Buyer, and Buyer will purchase the Common Stock from Sellers.

SECTION 1.2	Purchase Price.  The purchase price (the "Purchase Price") 
for the Common Stock shall be $7,250,000.

SECTION 1.3	Payment of Purchase Price.  The Purchase Price shall be paid 
as follows:

(a)	the aggregate amount of $3,625,000 delivered at Closing by bank 
cashier's or certified check payable to the order of (or by wire 
transfer to accounts specified by) Richmond, Barwick, Calcutt and 
Apperson, respectively: $1,956,250 to Richmond; $556,250 to Barwick; 
$556,250 to Calcutt; and $556,250 to Apperson.

(b)	the aggregate amount of $3,625,000 delivered at Closing by Buyer's 
promissory note in the form of Exhibit A (the "Promissory Note") payable 
to the agent for Richmond, Barwick, Calcutt and Apperson named therein.

(c)	Buyer, as a method of payment for the Promissory Note has the 
option of making payments on the due dates in the form of cash or common 
stock of Steel Technologies Inc. at its discretion.  Specifically, Buyer 
reserves the right to exercise its option for payment to the Sellers in 
either form of cash or stock equivalent.  Buyer covenants and agrees 
that it will give Sellers reasonable advance notice of its intention to 
make any payment of the Promissory Note in common stock and will deliver 
such common stock to the respective Sellers as directed by Sellers. The 
Sellers acknowledge and agree that all shares, if any, of Steel 
Technologies common stock issued as payment (or partial payment) for the 
Promissory Note will not, on the date of delivery thereof, have been 
registered under the Securities Act of 1993, as amended (the "Securities 
Act"), or any state securities laws, and will constitute "restricted 
securities" within the meaning of Rule 144 under the Act.  The Sellers 
further acknowledge and agree that each certificate evidencing such 
shares shall bear a legend referring to the restrictions on resale 
imposed by the applicable federal securities laws.

(i) 	Buyer covenants and agrees that it will file, immediately 
following each delivery, if any, of shares of common stock in payment 
for the Promissory Note, and use its best efforts to obtain the prompt 
effectiveness of, a registration statement under the Securities Act to 
register for public resale all of such shares, so that such shares may 
be offered and sold by or for the account of the respective Sellers, 
from time to time as market conditions permit, on the Nasdaq Stock 
Market or otherwise, at prices and on terms then prevailing or in 
negotiated transactions.  Buyer will give Sellers Notice and opinion of 
counsel when and that the shares may be traded.  Buyer will maintain the 
effectiveness of such registration statements, if any, until such time 
as the Steel Technologies common stock may be sold by the Sellers 
pursuant to the terms and conditions of Rule 144 under the Securities 
Act.

(ii)	If during the time Buyer is required to maintain the effectiveness 
of a registration statement under this Section, Buyer shall be engaged 
in a transaction with respect to which disclosure would be required in 
such registration statement, but for which financial or other 
information necessary for such required disclosure is not then available 
to Buyer, or with respect to which Buyer's Board of Directors shall have 
determined that disclosure at such time could have an adverse effect on 
the Buyer or its business or prospects, then Buyer shall be entitled to 
notify the Sellers that no sales may be made pursuant to the 
registration statement for up to 90 days.

(iii)	Buyer shall pay all expenses incurred by it in complying with this 
Section, including without limitation, all registration and filing fees, 
printing expenses, and fees and disbursements of counsel and independent 
public accountants for Buyer.

(iv)	Buyer unconditionally guarantees to Sellers the return upon sale 
of all or part of any shares delivered pursuant to this Section and 
traded with a "discount" broker and in accordance with this Section 
within three (3) business days of Sellers receipt of the notice(s) 
required by 1.3(c)(i) above of a net amount equal to the value of the 
shares at delivery (being the value of the shares on the NASDAQ stock 
marker on the trading day before the stock is delivered to Sellers).  
Sellers shall provide Buyer with all appropriate documentation of 
trade(s) to support any request for Buyer to satisfy its guarantee 
obligations under this Section.  Buyer shall pay Sellers any funds due 
under this Section within ten (10) days of receipt of notice and 
supporting documentation from Sellers.

(v)	Notwithstanding any provision to the contrary, if, by May 30 
immediately following any delivery of the shares, Buyer has not obtained 
registration allowing the shares to be traded or has not provided 
Sellers with the notice and opinion required by 1.3(c)(i), the Buyer 
shall, within ten (10) days, pay Sellers in available funds (and as 
provided in the Promissory Note) an amount equal to the value of the 
shares at delivery plus interest on such amount at 7% per annum through 
the date of payment.

	ARTICLE 2 
	 REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As an inducement to the Buyer to enter into this Agreement and to 
consummate the transactions contemplated hereby, the  Sellers, jointly 
and severally, unless specifically noted, represent and warrant to the 
Buyer as follows:

SECTION 2.1	Ownership of Stock.  Each Seller individually represents and 
warrants as to himself that, conditioned upon the consummation of the 
transactions contemplated hereunder, he owns the shares of Common Stock 
listed opposite his name on Schedule 2.1 hereto, free and clear of all 
pledges, security interests, liens, charges, encumbrances, equities, 
claims, options or limitations of every kind ("Claims"), and that the 
delivery to the Buyer at Closing of the Common Stock owned by such 
Seller pursuant to the provisions of this Agreement will transfer to the 
Buyer valid title thereto, free and clear of all Claims.

SECTION 2.2	Authority Relative to this Agreement.  Each Seller 
individually represents and warrants as to himself and, conditioned upon 
the consummation of the transactions contemplated hereunder, (a) that 
such Seller has full legal power, capacity and authority to execute, 
deliver and perform this Agreement, and, to the extent applicable to 
such Seller, the Exhibits and Schedules hereto and the other documents 
and instruments contemplated hereby (collectively, this Agreement, the 
Exhibits and Schedules hereto, and the other documents and instruments 
contemplated hereby shall constitute the "Documents") and to consummate 
the transactions contemplated hereby and thereby, and (b) that, to the 
extent applicable to such Seller and when duly and validly executed and 
delivered by all parties, the Documents will be enforceable against such 
Seller in accordance with their terms, subject to bankruptcy, 
reorganization, insolvency and other similar laws affecting the 
enforcement of creditors' rights in general.

SECTION 2.3	Foreign Person.  Each Seller individually represents and 
warrants as to himself that he is not a foreign person as that term is 
defined in Section 1445(f)(3) of the Code and applicable regulations.

SECTION 2.4	Organization, Qualification and Corporate Power.   The 
Company is a corporation duly organized and validly existing under the 
laws of the State of North Carolina.  The Company is not qualified to do 
business as a foreign corporation in any other state. The nature of the 
Business does not require Company to be qualified in any other 
jurisdiction where the failure to be so qualified would have a material 
adverse effect on the business or properties of the Company.  Sellers 
have made available to the Buyer complete and correct copies of the 
Articles of Incorporation and Bylaws of the Company as currently in 
effect.  The Company has the corporate power and authority to own, 
lease, operate and hold its properties and to carry on its business as 
now conducted.

SECTION 2.5	Capitalization.  The Company has authorized capital 
consisting of 100,000 shares of common stock, with a par value of one 
dollar ($1) per share, of which 100,000 shares are issued and 
outstanding and no shares are held as treasury stock.  All of the 
outstanding shares of the Company have been duly authorized and validly 
issued and are fully paid and nonassessable.  None of the outstanding 
shares of the Company have been issued in violation of any preemptive 
right.  There are, conditioned upon the consummation of the transactions 
contemplated hereunder, no outstanding options, warrants, rights, calls, 
commitments, conversion rights, rights of exchange, plans or other 
agreements of any character providing for the purchase, issuance or sale 
of any shares of capital stock of the Company, other than as 
contemplated by this Agreement.

SECTION 2.6	Subsidiaries and Investments.  The Company has no 
subsidiaries and does not own, directly or indirectly, any capital stock 
or other equity or ownership or proprietary interest in any other 
corporation, partnership, association, trust, joint venture or other 
entity.

SECTION 2.7	Books and Records.  The minute books of the Company, which 
have been made available to the Buyer and its representatives, contain 
alone, or in conjunction with other corporate books and records which 
have been made available to Buyer, records accurate in all material 
respects of all meetings of and corporate actions or written consents by 
the shareholders and Board of Directors of the Company. The Company does 
not have any of its records, systems, controls, data or information 
recorded, stored, maintained, operated or otherwise wholly or partly 
dependent upon or held by any means (including any electronic, 
mechanical or photographic process, whether computerized or not) which 
(including all means of access thereto and therefrom) are not under the 
exclusive ownership and direct control of the Company and/or its 
attorneys, accountants and professional advisors.

SECTION 2.8	Financial Statements.  Sellers have previously furnished to 
the Buyer, and attached hereto as Schedule 2.8 are the Company's 
Financial Statements for Years Ended December 31, 1995 and 1994 with 
Independent Auditor's Report and Financial Statements for Years Ended 
December 31, 1996 and 1995 with Independent Auditor's Report 
(collectively the "Financial Statements").  The Financial Statements 
have been prepared in accordance with generally accepted accounting 
principles consistently applied and were prepared from the books and 
records of the Company.  Such books and records are complete and correct 
in all material respects, accurately reflect all material transactions 
of the Business and have been made available to the Buyer for 
examination.   Since the Balance Sheet Date, except as permitted under 
this Agreement and except for changes in the ordinary course of business 
consistent with past practice (i) there has been no materially adverse 
change in the assets, liabilities or financial conditions of the Company 
from that reflected in the 1996 Financial Statement; and (ii) none of 
the business, prospects, financial condition, operations or property of 
the Company have been materially adversely affected by any occurrence or 
development, individually or in the aggregate, whether or not insured 
against.  The Sellers have made available to Buyer all material facts 
relating to the preparation of the Financial Statements.  

SECTION 2.9	Labor and Employee Relations.  The Company is not a party to 
or bound by any collective bargaining agreement with any labor 
organization, group or association covering any of its employees, and, 
to the knowledge of Sellers, there is not any current attempt to 
organize the Company's employees by any Person, unit or group seeking to 
act as their bargaining agent.  Except as set forth on Schedule 2.9, to 
the knowledge of Sellers, (i) there are no pending or threatened charges 
(by employees, their representatives or governmental authorities) of 
unfair labor practices or of employment discrimination or of any other 
wrongful action with respect to any aspect of employment of any person 
employed or formerly employed by the Company; (ii) no union 
representation election relating to employees of the Company has been 
scheduled by any governmental agency or authority, no organizational 
effort is being made with respect to any of such employees, and there is 
no investigation of the Company's employment policies or practices by 
any governmental agency or authority pending or threatened; and (iii) 
the Company is not currently involved in labor negotiations with any 
unit or group seeking to become the bargaining unit for any employees of 
the Company.  The Company has not experienced any work stoppages, and, 
to the knowledge of Sellers, no work stoppage is planned. 

SECTION 2.10	Real Property.	The Company owns no real property.

SECTION 2.11	Powers of Attorney; Absence of Limitations on 
Competition; Guarantees.

Except as set forth in Schedule 2.11, (i) no power of attorney or 
similar authorization given by the Company presently is in effect or 
outstanding; (ii) no contract or agreement to which the Company is a 
party or is bound or to which the Company's properties or assets is 
subject limits the freedom of the Company to compete in any line of 
business or with any Person; and (iii) the Company is not a party to or 
bound by any guarantee of any debt or obligation of any other Person.


SECTION 2.12	Significant Customers.  Set forth on Schedule 2.12 is 
a true and correct list of the Company's ten largest customers for the 
most recent 12-month period ending December 31, 1996, together with the 
amount of services attributable to such customers expressed in dollars 
and as a percentage of Company's total sales and services for such 
period.  None of the customers identified on Schedule 2.12 has 
terminated, materially reduced or, to the knowledge of Sellers, 
threatened to terminate or materially reduce its request for services of 
the Company during the period covered by such schedule.  All contracts 
with customers identified on Schedule 2.12 are profitable contracts.

SECTION 2.13	Governmental Approvals.  Except as to applicability of 
the Hart, Scott Rodino Act (the determination of the applicability of 
which is the responsibility of Buyer ) and except as set forth on 
Schedule 2.13, no registration or filing with, or consent or approval of 
or other action by, any Federal, state or other governmental agency or 
instrumentality is or will be necessary for the valid execution, 
delivery and performance by Sellers of this Agreement.

SECTION 2.14	Validity, Etc.  Except as to applicability of the 
Hart, Scott Rodino Act (the determination of the applicability of which 
is the responsibility of Buyer ) and except as set forth on Schedule 
2.14, neither the execution and delivery of this Agreement or the other 
Documents, the consummation of the transactions contemplated hereby or 
thereby, nor the performance of this Agreement or the other Documents in 
compliance with the terms and conditions hereof and thereof by the 
Sellers will (i) violate, conflict with or result in any breach of any 
trust agreement, Articles of Incorporation, bylaw, judgment, decree, 
order, statute or regulation applicable to the Company, (ii) violate, 
conflict with or result in a breach, default or termination or give rise 
to any right of termination, cancellation or acceleration of the 
maturity of any payment date of any of the obligations of the Company or 
increase or otherwise materially affect the obligations of the Company 
under any law, rule, regulation or any judgment, decree, order, 
governmental permit, license or order or any of the terms, conditions or 
provisions of any mortgage, indenture, note, license, agreement or other 
instrument or obligation related to the Company's ability to consummate 
and perform the transactions contemplated hereby or thereby, except for 
such defaults (or rights of termination, cancellation or acceleration) 
as to which requisite waivers or consents have been obtained in writing 
and provided to the Buyer or will be obtained in writing and provided to 
Buyer at or prior to Closing or (iii) violate any order, writ, 
injunction, decree, statute, rule or regulation applicable to the 
Company.

SECTION 2.15	Absence of Adverse Change; Conduct of Business.  
During the period from the Balance Sheet Date to and including the date 
of this Agreement, except as set forth on Schedule 2.15, or except as 
permitted and contemplated under this Agreement, the Company has not (i) 
except for previously existing bank lines of credit borrowed or agreed 
to borrow any material amount of funds or incurred any liability or 
obligation of any nature (whether accrued, absolute, contingent or 
otherwise), (ii)  guaranteed or agreed to guarantee any obligations of 
others, (iii) canceled any indebtedness owing to it or any claims that 
it might have possessed, waived any material rights of substantial value 
or except as to sale of goods in the ordinary course of business, sold, 
leased, encumbered, transferred or otherwise disposed of, or agreed to 
sell, lease, encumber, or otherwise dispose of its assets or permitted 
any of its assets to be subjected to any mortgage, pledge, lien, 
security interest, encumbrance, restriction or charge of any kind, (iv)  
made any capital expenditure over $10,000 or commitment therefor, (v) 
declared or paid any dividend (other than the 17.5% pre-tax profit 
shareholder bonus for the quarter ending 4/1/97) or made any 
distribution on any shares of its capital stock, or redeemed, purchased 
or otherwise acquired any shares of its capital stock or any option, 
warrant or other right to purchase or acquire any such shares, (vi) 
except for previously existing bank lines of credit increased its 
indebtedness for borrowed money, or made any loan to any Person, (vii) 
written off as uncollectible any notes or accounts receivable, except 
write-offs in the ordinary course of business, (viii) made any material 
change in any method of accounting or auditing practice, (ix) otherwise 
conducted its business or entered into any transaction, except in the 
usual and ordinary manner, or (x) agreed, whether or not in writing, to 
do any of the foregoing.

SECTION 2.16	Certain Practices.  Each Seller individually 
represents and warrants as to himself; each Seller individually 
represents and warrants, to his knowledge, as to the other Sellers; and 
the Sellers represent, jointly and severally, to the knowledge of 
Sellers as to the directors, officers and employees of the Company other 
than Sellers that, that neither such Seller, the other Sellers nor the 
Company's directors, officers or employees other than Sellers have, 
directly or indirectly, used any corporate funds for unlawful 
contributions, gifts, entertainment, or other unlawful expenses relating 
to political activity; made any unlawful payment to foreign or domestic 
government officials or employees or to foreign or domestic political 
parties or campaigns from corporate funds; violated any provision of the 
Foreign Corrupt Practices Act of 1977, as amended; established or 
maintained any unlawful or unrecorded fund of corporate monies or other 
assets; made any bribe, rebate, payoff, influence payment, kickback, or 
other unlawful payment; or made any bribe, kickback, or other payment of 
a similar or comparable nature, whether lawful or not, to any person or 
entity, private or public, regardless of form, whether in money or 
business,  to obtain special concessions, or to pay for favorable 
treatment for business secured or for special concessions already 
obtained.

SECTION 2.17	Compliance with Law; Licenses and Permits.  Except as 
set forth on Schedule 2.17, the Company has, since January 1, 1993, 
complied in all material respects with all laws, ordinances, legal 
requirements, rules, regulations and orders applicable to it, its 
operations, properties, assets, products and services.  There are no 
facts or circumstances which may result in institution of any 
discrimination action, suit, claim or legal or administrative proceeding 
or investigation against the Company based upon race, color, religion, 
gender, disability or national origin. Except as set forth on Schedule 
2.17, there is no existing law, rule, regulation or order, nor, to 
Seller's knowledge, any proposed law, rule, regulation or order, whether 
Federal, state or local, directly applicable to it  which would prohibit 
or materially restrict the Buyer from, or otherwise materially adversely 
affect the Buyer in, conducting the Business in the manner heretofore 
conducted by the Company in any jurisdiction in which the Business is 
now conducted.  The Company possesses all franchises, permits, licenses, 
certificates and consents required from any governmental or regulatory 
authority in order for the Company to carry on its business as currently 
conducted and to own and operate its properties and assets as now owned 
and operated where the failure to possess any such franchise, permit, 
license, certificate or consent would have an adverse affect on the 
business or properties of the Company.  All of such licenses and permits 
are set forth on Schedule 2.17.

	SECTION 2.18	Employee Benefits.  

(a) Set forth on Schedule 2.18 is a list of all pension, profit sharing, 
retirement, deferred compensation, stock purchase, stock option, 
incentive, bonus, vacation, severance, disability, hospitalization, 
medical insurance, life insurance, fringe benefit, welfare and other 
employee benefit plans, programs or arrangements pursuant to which the 
Company or its ERISA Affiliates provides (directly or indirectly, 
individually or jointly through others) benefits or compensation to or 
on behalf of employees or former employees of the Company or its ERISA 
Affiliates, whether formal or informal, whether or not written 
("Employee Plan"). The Sellers have furnished a copy of each Employee 
Plan and a copy of any related materials.  The Company will maintain the 
benefits listed on Schedule 2.18 in full force and effect through the 
Effective Date and maintain such benefits so as to allow Buyer at 
Buyer's option, to continue such benefits beyond the Effective Date. 
Except as set forth on Schedule 2.18, the Buyer shall not have any 
obligation or liability of any kind or nature for any compensation or 
benefits of any kind or nature to the employees or consultants of the 
Company for services rendered prior to the Effective Date.

(b)	Each Employee Plan covering any present or former employee of the 
Company which is subject to the continuation health coverage 
requirements of Section 4980B of the Code or Section 601 of ERISA or any 
applicable state law has complied with all such requirements for 
continuation coverage.

(c)	There are no actions, suits or claims pending (other than routine 
claims for benefits) or to the knowledge of Sellers threatened against 
or with respect to any Employee Plan or the assets of any Employee Plan.

(d)	Each Employee Plan (and the related trust or funding vehicle, if 
any) has been administered and maintained in accordance with its terms 
and with applicable law.  Except as set forth on Schedule 2.18(d), each 
Employee Plan which is intended to be qualified under Section 401 of the 
Code and each amendment to such plan is subject to a favorable 
determination letter from the Internal Revenue Service and each such 
plan has at all times been maintained, by its terms and in operation, in 
accordance with Section 401 of the Code.  The assets of each Employee 
Plan which is not funded through the general assets of the Company are 
at least equal to the liabilities under such Employee Plan, and all 
assets of each Employee Plan are shown on the books and records of such 
Employee Plan at fair market value.  No Employee Plan has unfunded 
liabilities that are not accurately and fully reflected on the Company's 
Financial Statement.

(e)	Neither the Company nor any of its ERISA Affiliates is or has been 
a participant in, or is or has been obligated to maintain or to make 
contributions to, a multi-employer plan (within the meaning of ERISA 
Section 3(37) and ERISA Section 4001(a)(3)) or an Employee Plan which is 
subject to Title IV of ERISA.  Neither the Company nor any ERISA 
Affiliate has sponsored, contributed to or been obligated under Title I 
or IV of ERISA to contribute to a "defined benefit plan" (as defined in 
ERISA Section 3(35)).  Except as set forth on Schedule 2.18(e), the 
Company is not obligated to provide post-retirement medical benefits or 
any other unfunded post-retirement welfare benefits to or on behalf of 
any persons whatsoever (except the benefits pursuant to the continuation 
health coverage requirements under Section 4980B of the Code, ERISA 
Section 601, or applicable state law).

(f)	Neither the Company nor its ERISA Affiliates is subject to and, to 
the knowledge of Sellers, no facts exist which could subject the Company 
or any of its ERISA Affiliates to, any liability whatsoever which is 
directly or indirectly related to any Employee Plan, including, but not 
limited to, liability for benefit payments or related claims, any 
liability for any tax or related penalty under the Code, or liability 
for any damages or penalties arising under Title I or Title IV of ERISA.  
No reportable event under Section 4043 of ERISA has occurred.

(g)	Termination of or withdrawal from any Employee Plan immediately 
after the Closing would not subject the Buyer to any liability, tax or 
penalty whatsoever.  


(h)	The execution or performance of the transactions contemplated by 
this Agreement will not create, accelerate or increase any obligations 
under the Employee Plans, including any obligation to make any payment 
which would not be deductible as an excess golden parachute payment 
under Section 280G of the Code.


(i)	All contributions to or under each Employee Plan and all expenses 
of each Employee Plan are fully deductible for income tax purposes for 
the taxable year for which such contributions are made or such expenses 
are paid.  All contributions to or under each Employee Plan have been 
made when due under the terms of such Employee Plan in accordance with 
applicable law.


(j)	Neither the Company nor its ERISA Affiliates have entered into any 
contract, agreement or arrangement (whether oral or written) under which 
the Company or its ERISA Affiliates have assumed any liability relating 
to their clients' retirement plans, nor have the Company and/or its 
ERISA Affiliates made any verbal representations that the use of any 
employees of the Company or its ERISA Affiliates would have no adverse 
consequence on such client retirement plans.

(k)	For purposes of this Section 2.18, the term "ERISA" shall mean the 
Employee Retirement Income Security Act of 1974, as amended, and the 
term "ERISA Affiliate" shall mean each trade or business (whether or not 
incorporated) which together with the Company is treated as a single 
employer under Section 414(b), (c), (m), (o) or (t) of the Code.

SECTION 2.19	Fixed Assets.  Schedule 2.19 contains a list of all of 
Company's fixed assets, which list is true and complete as to all fixed 
assets valued over $5,000 (and, to the extent such list contains items 
valued under $5,000, no representation or warranty is made) whether 
owned or leased, as of the date reflected in Schedule 2.19.   Except as 
shown on Schedule 2.19  the Company has good title to all of its fixed 
assets, free and clear of all claims, liens, mortgages, charges and 
encumbrances.  All of the Company's fixed assets, whether owned or 
leased, are reasonably adequate and usable for the purposes for which 
they are currently used and, ordinary wear and tear excepted, are in 
good operating condition and repair and have been properly maintained.

SECTION 2.20	Insurance.  The Company is, and will be through the 
Effective Date,  insured with insurers in respect of its properties, 
assets and businesses as set forth on the attached Schedule 2.20.  
Schedule 2.20 lists the insurance coverage carried by the Company, which 
insurance will remain in full force and effect with respect to all 
events occurring prior to the Effective Date. Except as set forth on 
Schedule 2.20, the Company (i) has not failed to give any notice or 
present any claim under any such policy or binder in due and timely 
fashion, (ii) has not received notice of cancellation or non-renewal of 
any such policy or binder, (iii) has not received notice of any 
threatened or proposed cancellation or non-renewal of any such policy or 
binder, and (iv) has not received notice of any insurance premiums which 
will be materially increased in the future.  There are no outstanding 
claims under any such policy as to which the insurer has disclaimed 
liability.

SECTION 2.21	Accounts Receivable. 

(a)	The accounts receivable of the Company shown on the 1996 Financial 
Statement or as shall be shown on the Closing Balance Sheet 
(collectively the "Accounts Receivable") represent or will represent 
genuine accounts arising from sales actually made or services actually 
performed in the ordinary course of business.  Unless paid prior to the 
Effective Date, the Accounts Receivable are or will be as of the 
Effective Date fully collectable and not subject to counterclaim or set-
off (except to the extent that collectablity thereof may be subject to 
or affected by applicable bankruptcy, insolvency, fraudulent conveyance, 
reorganization, moratorium, or other laws relating to or affecting the 
rights of credits generally) within 120 days of the Effective Date 
without resort to litigation in an aggregate amount not less than the 
aggregate amount at which they are carried on the Closing Balance Sheet, 
net of aggregate reserves therefore and net of credits not reflected on 
the Closing Balance Sheet, if any, for returns or adjustments thereafter 
arising in the ordinary course of business and consistent with past 
practice.

(b)	Buyer shall cause Company to use all commercially reasonable 
efforts consistent with Company's past practices to collect the Accounts 
Receivable (which shall not be deemed to require instituting litigation 
or using a collection agency).  After the Effective Date, the Company 
shall be creating new accounts receivable with customers of Company 
("New Receivables").  Collections of receivables after the Effective 
Date shall be credited first to the Accounts Receivable and then to the 
New Receivables in the order that the receivables from such customer 
were created unless a customer, to Buyer and Company's knowledge, acting 
in good faith, expressly disputes a prior receivable, unless a payment 
expressly identifies a specific invoice or unless it is apparent from 
the circumstances that the payment is being made against a particular 
invoice or invoices.

(c)	In the event Buyer asserts an indemnification claim with respect 
to a breach of Seller's representations and warranties as to Accounts 
Receivable and such claim is agreed to by Sellers or otherwise approved 
under the procedures set forth in this Agreement, then Buyer shall cause 
Company to assign such receivable to Sellers when and in such amounts 
actually paid to Buyer by Sellers or offset from the Deferred Purchase 
Price for any indemnification claim under the Documents.  In the event 
an indemnification claim is asserted with respect to the Accounts 
Receivable and such claim is not immediately paid by Sellers (whether 
because of the "indemnity basket" or otherwise), then Buyer shall 
continue to use all commercially reasonable efforts to collect the 
subject Accounts Receivable and any amounts so collected shall be 
credited to the prior claim or otherwise accounted for as circumstances 
then require and as the parties agree.

SECTION 2.22	Outstanding Contracts.  Schedule 2.22 sets forth as of 
the date hereof a reasonable summary description of all contracts, 
agreements,  commitments, licenses and franchises, which involve 
obligations or commitments by the Company of $10,000 or more and are not 
cancelable by the Company without penalty within 30 days and not 
otherwise scheduled in a more specific schedule of this Agreement 
(collectively "Contracts"), whether written or oral, relating to the 
Company.  Sellers have delivered or made available to the Buyer true, 
correct and complete copies of all of the Contracts specified on 
Schedule 2.22 which are in writing, and such schedule sets forth a 
reasonable summary description of all Contracts which are not in 
writing.  All of the Contracts are in full force and effect and 
enforceable in accordance with their terms, except to the extent that 
the enforceability thereof may be subject to or affected by applicable 
bankruptcy, insolvency, fraudulent conveyance, reorganization, 
moratorium, or other laws relating to or affecting the rights of 
creditors generally.  Except as set forth on Schedule 2.22 as of the 
date hereof, the Company and, to the knowledge of Sellers, each other 
party thereto has materially performed all the obligations required to 
be performed by it, has received no notice of default and is not in 
default (with due notice or lapse of time or both) under any of the 
Contracts. The Company has no present expectation or intention of not 
fully performing all its obligations under each of the Contracts, and 
Sellers have no knowledge of any breach or anticipated breach by the 
other party to any of the Contracts to which the Company is a party.  
Except as set forth on Schedule 2.22, none of the Contracts has been 
terminated; no notice has been given by any party thereto of any alleged 
default by any party thereunder; and Sellers have received no notice of 
any intention or right of any party to declare another party to any of 
the Contracts to be in default and, to the knowledge of Sellers, no 
party intends to declare another party to the Contracts in default.  
Except as set forth on Schedule 2.22, there exists no actual or, to the 
knowledge of Sellers, threatened termination or cancellation or material 
limitation of the business relationship of the Company by any party to 
any of the Contracts.

SECTION 2.23	Outstanding Leases.  Schedule 2.23 sets forth a 
description of each agreement by which the Company leases each parcel of 
real property (the "Leased Parcels") used in connection with the 
Business (collectively, the "Leases").  Sellers have delivered or made 
available to the Buyer true, correct and complete copies of all of the 
Leases specified on Schedule 2.23.  All rents due under the Leases have 
been paid.  All of the Leases are in full force and effect and 
enforceable in accordance with their terms, except to the extent that 
the enforceability thereof may be subject to or affected by applicable 
bankruptcy, insolvency, fraudulent conveyance, reorganization, 
moratorium, or other laws relating to or affecting the rights of 
creditors generally.  Except as set forth on Schedule 2.23, the Company 
and to the knowledge of Sellers, each other party thereto has performed 
all the material obligations required to be performed by it, has 
received no notice of default and is not in default (with due notice or 
lapse of time or both) under any of the Leases. 

SECTION 2.24	Intellectual Properties.  Schedule 2.24 contains an 
accurate and complete list of all domestic and foreign letters patent, 
patents, patent applications, patent licenses, software licenses and 
know-how licenses, trade names, trademarks, copyrights, unpatented 
inventions, service marks, trademark registrations and applications, 
service mark registrations and applications and copyright registrations 
and applications, trade secrets or other confidential proprietary 
information owned or used by the Company in the operation of the 
Business (collectively the "Intellectual Property").  Except as set 
forth on Schedule 2.24 and except for commercial software licensed for 
use on personal computers, the Company owns the entire right, title and 
interest in and to the Intellectual Property, trade secrets and 
technology used in the operation of its business and each item 
constituting part of the Intellectual Property and trade secrets and 
technology which is owned by the Company has been, to the extent 
indicated in Schedule 2.24, duly registered with, filed in or issued by, 
as the case may be, the United States Patent and Trademark office or 
such other government entities, domestic or foreign as are indicated in 
Schedule 2.24 and such registrations, filings and issuances remain in 
full force and effect.  There have been and are no pending or, to the  
knowledge of Sellers,  threatened proceedings or litigation or other 
adverse claims with respect to the Intellectual Property.  Except as 
otherwise set forth in Schedule 2.24, there is, to the knowledge of 
Sellers, no reasonable basis upon which a claim may be asserted against 
the Company for infringement of any domestic or foreign letters patent, 
patents, patent applications, patent licenses and know-how licenses, 
trade names, trademark registrations and applications, common law 
trademarks, service marks, service mark registrations or applications 
copyrights, copyright registrations or applications, trade secrets or 
other confidential proprietary information.  To the knowledge of 
Sellers, no Person is infringing the Intellectual Property.

SECTION 2.25 Proprietary Information of Third Parties.  Except as 
disclosed on Schedule 2.25, no third party has claimed or, to the 
knowledge of Sellers, has reason to claim that any Person employed by or 
consulting with the Company ("Related Person") has (i) violated or may 
be violating any of the terms or conditions of such person's employment, 
non-competition or non-disclosure agreement with such third party, (ii) 
disclosed or may be disclosing or utilized or may be utilizing any trade 
secret or proprietary information or documentation of such third party, 
or (iii) interfered or may be interfering in the employment relationship 
between such third party and any of its present or former employees.  No 
third party has requested information from the Company which reasonably 
suggests that such a claim might be contemplated.  Except as disclosed 
on Schedule 2.25, to the knowledge of Sellers, no Related Person has 
employed or proposes to employ any trade secret or any information or 
documentation proprietary to any former employer and, no Related Person 
has violated any confidential relationship which such person may have 
had with any third party in connection with the development, or sale of 
any service of the Company.

SECTION 2.26	Transactions With Affiliates.  Except as set forth on 
Schedule 2.26, to the knowledge of Sellers, no director, officer or 
shareholder of the Company, or member of the family of any such person, 
or any corporation, partnership, trust or other entity in which any such 
person, or any member of the family of any such person, has a beneficial 
interest greater than 5% or is an officer, director, trustee, partner or 
holder of any equity interest greater than 5%, is a party to any 
transaction with the Company, including any contract, agreement or other 
arrangement providing for the employment of, furnishing of services by, 
rental of real or personal property from or otherwise requiring payments 
or involving other obligations to any such person or firm.


SECTION 2.27	Absence of Undisclosed Liabilities.  

(a)	Except as and to the extent of the amounts specifically reflected 
or reserved against in the 1996 Financial Statement, or except as set 
forth on Schedule 2.27, the Company has no liabilities or obligations of 
any nature whatsoever due or to become due, accrued, absolute, 
contingent or otherwise of the type required to be reflected in 
financial statements in accordance with GAAP, except for liabilities and 
obligations incurred since the date thereof in the ordinary course of 
business and consistent with past practice and liabilities and 
obligations permitted and contemplated under this Agreement. To the 
knowledge of Sellers and subject to the exceptions set forth in the 
prior sentence, there is no reasonable basis for the assertion against 
the Company of any liability or obligation of the type required to be 
reflected in Financial Statements in accordance with GAAP, not fully 
reflected or reserved against in the Financial Statements.

(b)	 The Company is not bound by any agreement, or, subject to any 
charter or other corporate restriction or any legal requirement which 
has a material adverse effect on the business of the Company.

SECTION 2.28	Taxes. Except as set forth on Schedule 2.28, all 
federal, state, local and foreign tax returns and tax reports required 
to be filed by the Company on or before the date hereof have been timely 
filed with the appropriate governmental agencies in all jurisdictions in 
which such returns and reports are required to be filed and all amounts 
shown as owing thereon have been paid or accrued in the financial 
records of the Company.  All taxes (including, without limitation, 
income, accumulated earnings, property, sales, use, franchise, value 
added, fuel, employees' income withholding and social security taxes) 
which have become due or payable or are required to be collected by the 
Company or are otherwise attributable to any periods ending on or before 
the Effective Date and all interest and penalties thereon, whether 
disputed or not, have been paid or will be paid in full or adequately 
reflected on the Closing Balance Sheet or the Company's books and 
records in accordance with generally accepted accounting principles on, 
or prior to or as of the Effective Date.  Except as set forth on 
Schedule 2.28, all deposits required by law to be made by  the Company 
with respect to employees' withholding taxes have been duly made, and as 
of the Effective Date all such deposits due will have been made in 
accordance with past practices.  The Company has delivered to the Buyer 
true and complete copies of all of Company's state and federal income 
tax returns for the fiscal periods ended December 31, 1994 and 1995 and 
all reports and results of income tax audits, if any, related thereto.  
Except as set forth on Schedule 2.28, no examination of any tax return 
of  the Company is currently in progress.  There are no outstanding 
agreements or waivers extending the statutory period of limitations 
applicable to any such tax return.  

SECTION 2.29	Litigation.  Except as set forth on Schedule 2.29, 
there is no (i) action, suit, claim, proceeding or investigation pending 
or, to the knowledge of Sellers, threatened against the Company (whether 
or not such Company is a party or prospective party thereto), at law or 
in equity, or before or by any Federal, state, municipal or other 
governmental department, commission, board, bureau, agency or 
instrumentality, domestic or foreign, (ii) arbitration proceeding 
pending against the Company or (iii) governmental inquiry pending or, to 
the knowledge of Sellers, threatened against the Company.  The Company 
has not received any opinion or memorandum or legal advice from legal 
counsel to the effect that it is exposed, from a legal standpoint, to 
any liability or disadvantage which may be material to the business, 
financial condition, operations or property of the Company.  There are 
no outstanding orders, writs, judgments, injunctions or decrees served 
upon the Company by any court, governmental agency or arbitration 
tribunal against the Company.  To the knowledge of Sellers, there are no 
facts or circumstances which may result in institution of any action, 
suit, claim or legal, administrative or arbitration proceeding or 
investigation against the Company or the transactions contemplated 
hereby.  The Company is not in default with respect to any order, writ, 
injunction or decree known to and applicable to it or served upon it 
from any court or of any Federal, state, municipal or other governmental 
department, commission, board, bureau, agency or instrumentality, 
domestic or foreign.  Except as disclosed on Schedule 2.29, there is no 
action or suit by the Company pending or threatened against others.

SECTION 2.30	Environmental Matters.

(a)	Compliance.  The Company and all Leased Parcels are in compliance 
with all applicable laws, rules, regulations, orders, ordinances, 
judgments and decrees of all governmental authorities with respect to 
all environmental statutes, rules and regulations the absence of 
compliance with respect to which would have an adverse affect on 
Company.  Except as set forth on Schedule 2.30, the Company has not 
received notice of, nor do Sellers have knowledge of, any past, present 
or future events, conditions, circumstances, activities, practices, 
incidents or actions of the Company or the Company's predecessors, 
either collectively, individually or severally, which may interfere with 
or prevent continued compliance with, or which may give rise to any 
common law or legal liability or otherwise form the basis of any claim, 
action, suit, proceeding, hearing, or investigation, based on or related 
to the disposal, storage, handling, manufacture, processing, 
distribution, use, treatment or transport, or the emission, discharge, 
release or threatened release into the environment, of any Substance.  
As used in this Section 2.30, the term "Substance" or "Substances" shall 
mean any pollutant, contaminant, hazardous substance, hazardous 
material, hazardous waste or toxic waste, as defined in any presently 
enacted federal, state or local statute or any regulation that has been 
promulgated pursuant thereto.  No part of any of the Leased Parcels has 
been listed or proposed for listing on the National Priorities List 
established by the United States Environmental Protection Agency, or any 
other corresponding list by any state or local authorities.

(b)	Environmental Substance Liability.  Except as set forth on 
Schedule 2.30, no event has occurred or condition exists or operating 
practice has been or is being employed that could give rise to liability 
on the part of the Company, either at the present time or in the future, 
for any losses, liabilities, damages (whether consequential or 
otherwise), settlements, penalties, interest, including any such 
liability on account of the right of any governmental or private entity 
or person, and including closure expenses, costs of assessment, 
containment, removal, or response (other than monitoring or 
transportation or disposal of materials required to be transported or 
disposed of in the ordinary course of business consistent with past 
practice) arising under any rule or federal, state, or local statute, or 
any regulation that has been promulgated pursuant thereto, or common law 
(as all of the same presently exist and are presently construed) as a 
result of or in connection with the following (collectively the 
"Hazardous Activities"):


(A)	the handling, storage, use, transportation or disposal of any 
Substances in or near or from the Leased Parcels;

(B)	the handling, storage, use, transportation or disposal of any 
Substances by the Company or its predecessors which Substances were a  
product, by-product or otherwise resulted from the operations conducted 
by or on behalf of the Company or its predecessors;

(C)	any intentional or unintentional emission, discharge or release of 
any Substances in or near or from facilities into or upon the air, 
surface water, ground water or land or any disposal, handling, 
manufacturing, processing, distribution, use, treatment, or transport of 
such Substances in or near or from facilities by or on behalf of  the 
Company or its predecessors; or

(D)	the presence of any toxic or hazardous building materials 
(including but not limited to friable asbestos or similar substances) in 
any facilities of the Company, including but not limited to the 
inclusion of such materials in the exterior and interior walls, floors, 
ceilings, tile, insulation or any other portion of building structures.

(c)	Environmental Permits.  The Company has obtained and holds all 
registrations, permits, licenses, and approvals issued by or on behalf 
of any federal, state or local governmental body or agency if any 
("Environmental Permits") that are required in connection with the 
operation by the Company of the Leased Parcels, the discharge or 
emission of Substances by the Company from the Leased Parcels or the 
generation, treatment, storage, transportation, or disposal of any such 
Substances by the Company.  Such Environmental Permits, which are 
described on Schedule 2.30, are currently effective and reasonably 
sufficient for the operation of the Leased Parcels and the business of 
the Company as currently conducted and intended by the Company to be 
conducted.  The Company is in compliance with all terms and conditions 
of the Environmental Permits, and is also in compliance with all other 
limitations, restrictions, conditions, standards, prohibitions, 
requirements, obligations, schedules, and timetables contained in those 
laws or provisions or contained in any regulation, code, plan, order, 
decree, judgment, notice or demand letter issued, entered, promulgated 
or approved thereunder and applicable to  the Company the absence of 
compliance therewith would have an adverse effect on the Company.



(d)	Deliveries.  Seller has delivered to Buyer true and complete 
copies and results of any reports, studies, analyses, tests, or 
monitoring possessed or initiated by Seller pertaining to Substances or 
Hazardous Activities in, on, or under the Leases Parcels or concerning 
compliance by Seller or any other Person for whose conduct they are or 
may be held responsible under environmental statutes, rules and 
regulations.


SECTION 2.31	Broker's or Finder's Fees.  Except as set forth on 
Schedule 2.31, no agent, broker, person or firm acting on behalf of 
Sellers or the Company is, or will be, entitled to any commission or 
broker's or finder's fees from the Sellers or the Company, or from any 
person controlling, controlled by or under common control with the 
Sellers or the Company, in connection with any of the transactions 
contemplated herein.


SECTION 2.32	Inventories.  All of the Company's inventory reflected 
on the 1996 Financial Statement or thereafter acquired prior to the date 
hereof (and not subsequently sold in the ordinary course of business) 
consists of items of a quality and quantity saleable in the ordinary 
course of the Company's Business (excepting customary waste, scrap and 
returns consistent with past practices) as quality goods at prices 
having a value at least equal to the amount reflected on the 1996 
Financial Statement, except as to obsolete and below standard quality 
inventory, the value of which has been written down on the 1996 
Financial Statement and on the Company's books of account to realizable 
market value.  All items of inventory are valued on the 1996 Financial 
Statement at the lower of cost or estimated realizable market value, in 
accordance with generally accepted accounting principles.  The 
inventories and supplies for the Business are at reasonably adequate 
levels for the continuation of the Business in the ordinary course.


SECTION 2.33	Disclosure.  All Documents delivered or to be 
delivered by or on behalf of the Sellers in connection with this 
Agreement and the transactions contemplated hereby are true, complete 
and correct.  Neither this Agreement, nor any of the other Documents 
contains any untrue statement of a material fact or omits a material 
fact necessary to make the statements made by Sellers herein or therein,  
in light of the circumstances in which made, not misleading.  There is 
no fact known to the Sellers which has specific application to the 
Company and materially and adversely affects the business or financial 
condition of the Company or its properties or assets, which has not been 
set forth in the Documents.
ARTICLE 3.
	 REPRESENTATIONS AND WARRANTIES OF THE BUYER

As an inducement to the Sellers to enter into this Agreement and to 
consummate the transactions contemplated hereby, the Buyer represents 
and warrants to the Sellers as follows:

SECTION 3.1	Organization. 	 The Buyer is a corporation  duly 
organized, validly existing and in good standing under the laws of the 
State of Kentucky and is duly qualified to transact business as a 
foreign corporation in each jurisdiction in which the failure to so 
qualify would have a material adverse impact on the Buyer's ability to 
purchase the Common Stock pursuant to the Documents and perform its 
obligations under the Documents.


SECTION 3.2	Corporate Power and Authority.  The Buyer has the absolute 
and unrestricted right and authority to execute, deliver and perform the 
Documents.  The execution, delivery and performance of the Documents 
contemplated hereby and the consummation and performance of the 
transactions contemplated hereby and thereby have been duly authorized 
and approved by all necessary corporate action of the Buyer. Upon the 
Buyer's execution and delivery of the Documents, the Documents will 
constitute the legal, valid and binding obligation of the Buyer 
enforceable against the Buyer in accordance with their terms, subject to 
bankruptcy, reorganization, insolvency and other similar laws affecting 
the enforcement of creditor's rights in general.

SECTION 3.3	No Conflict.  Neither the execution and delivery by the 
Buyer the  Documents, the consummation by the Buyer of the transactions 
contemplated hereby or thereby, nor the performance by the Buyer of the 
Documents in compliance with the terms and conditions hereof and thereof 
will not (i) violate, conflict with or result in any breach of any trust 
agreement, articles of incorporation, bylaw, judgment, decree, order, 
statute or regulation applicable to the Buyer, (ii) violate, conflict 
with or result in a breach of or default (or give rise to any right of 
termination, cancellation or acceleration) under any law, rule or 
regulation or any judgment, decree, order, governmental permit, license 
or order or any of the terms, conditions or provisions of any mortgage, 
indenture, note, license, agreement or other instrument to which the 
Buyer is a party, or (iii) violate any order, writ, injunction, decree, 
statute, rule or regulation applicable to the Buyer.

SECTION 3.4	Acquisition of Stock for Investment.  The Buyer is acquiring 
the shares of Common Stock for investment and not with a view toward, or 
for sale in connection with, any distribution thereof, nor with any 
present intention of distributing or selling such shares of Common 
Stock.  The Buyer agrees that such shares of Common Stock may not be 
sold, transferred, offered for sale, pledged, hypothecated or otherwise 
disposed of without registration under the Securities Act of 1933, as 
amended, except pursuant to an exemption from registration available 
under such Act.  Buyer will not sell, offer to sell or solicit offers to 
buy any of the shares of Common Stock in violation of the Securities Act 
of 1933 or the securities law of any state.  Buyer understands that the 
shares of Common Stock have not been registered under federal or any 
state's securities laws.

SECTION 3.5	Broker's or Finder's Fees.  No agent, broker, person or firm 
acting on behalf of the Buyer is, or will be, entitled to any commission 
or broker's or finder's fees from  the  Buyer, or from any person 
controlling, controlled by or under common control with the Buyer, in 
connection with any of the transactions contemplated herein.

SECTION 3.6	Governmental Approvals.  No registration or filing with, or 
consent or approval of or other action by, any Federal, state or other 
governmental agency or instrumentality is or will be necessary for the 
valid execution, delivery and performance by Buyer of this Agreement.

SECTION 3.7 Financial Statements.  Buyer has delivered to Sellers true 
and complete copies of Buyer's consolidated  financial statement for 
years ended September 30, 1996 with independent auditor's report.  Such 
Financial Statements have been prepared in accordance with generally 
accepted accounting principles consistently applied and were prepared 
from the books and records of Buyer.  Such books and records are 
complete and correct in all material respects, accurately reflect all 
material transactions of Buyer, and have been made available to the 
Sellers for examination.   Since September 30, 1996, (i) there has been 
no material change in the assets, liabilities or financial condition of 
Buyer from that reflected in such Financial Statement except for changes 
in the ordinary course of business consistent with past practice and 
which have not been materially adverse, and (ii) none of the business, 
financial conditions, operations or property of Buyer has been 
materially adversely affected by any occurrence, individually or in the 
aggregate, whether or not insured against.

SECTION 3.8	Buyer's Public Documents.  Buyer has delivered to the 
Sellers true and complete copies of (i) Buyer's annual report on form 
10-K for the year ended September 30, 1996; (ii) Buyer's quarterly 
report on form 10-Q for the quarter ended December 31, 1996; (iii) 
Buyer's 1996 annual report to shareholders; (iv) Buyer's definitive 
proxy statement relating to its 1997 annual shareholders meeting; and 
(v) all other filings made by Buyer with the Securities and Exchange 
Commissions ("SEC") between February 18, 1997 and the date hereof 
(collectively, the SEC Documents).

SECTION 3.9	Absence of the Undisclosed Liabilities.  

(a)	Except as set forth in the Financial Statements referenced in 
Section 3.7 or the SEC Documents, Buyer has no liabilities or 
obligations of any nature whatsoever due or to become due, accrued, 
absolute, contingent or otherwise of the type required to be reflected 
in financial statements in accordance with GAAP, except for liabilities 
and obligations incurred since the date thereof in the ordinary course 
of business and consistent with past practice and liabilities and 
obligations permitted and contemplated under this Agreement which may 
have a material adverse effect on the performance by Buyer under the 
Documents.  To the knowledge of Buyer and subject to the exceptions set 
forth in the prior sentence, there is no reasonable basis for the 
assertion against Buyer of any liability or obligation of the type 
required to be reflected in financial statements in accordance with GAAP 
not fully reflected or reserved  against in the referenced Financial 
Statements or the SEC Documents which may have a material adverse effect 
on the performance by Buyer under the Documents..

(b)	Buyer is not bound by any agreement, or subject to any charter or 
corporate restriction or any legal requirement applicable to it, which 
has a material adverse effect on the business of Buyer or which may have 
a material adverse effect on the performance by Buyer under the 
Documents..

SECTION 3.10 Litigation.   There is not (i) action, suit, claim, 
proceeding or investigation pending or, to the knowledge or Buyer, 
threatened against Buyer (whether or not Buyer is a party or prospective 
party thereto), at law or in equity, or before or by any Federal, State, 
Municipal or other governmental department, commission, board, bureau, 
agency or instrumentality, domestic or foreign, (ii) arbitration 
proceeding pending against Buyer or (iii) governmental inquiry pending 
or, to the knowledge of Buyer, threatened against Buyer which may have a 
material adverse effect on the performance by Buyer of its obligations 
under the Documents.  Buyer has not received any opinion or memorandum 
or legal advice from legal counsel to the effect that it is exposed, 
from a legal standpoint, to any liability or disadvantage which may be 
material to the business, financial condition, operations or property of 
Buyer or performance by Buyer of its obligations under the Documents.  
To the knowledge of Buyer, there are no facts or circumstances which may 
result in institution of any action, suit, claim or legal, 
administrative or arbitration proceeding or investigation against, Buyer 
or the transactions contemplated hereby which would materially affect 
the valid execution, delivery and performance by Buyer of the Documents.

SECTION 3.11 Disclosure.  All Documents delivered or to be delivered by 
or on behalf of the Buyer in connection with this Agreement and the 
transactions contemplated hereby are true, complete and correct in every 
material respect.  Neither this Agreement, nor any of the other 
Documents contains any untrue statement of a material fact or  omits a 
material fact necessary to make the statements made by Buyer herein or 
therein, in light of the circumstances in which made, not misleading.  
There is no fact known to the Buyer which has specific application to 
Buyer and may have a material adverse affect on the Buyer's ability to 
perform its obligations under the Documents, which has not been set 
forth in the Documents.

	ARTICLE 4.
	COVENANTS AND AGREEMENTS

SECTION 4.1	Cooperation.  Each of the parties hereto shall use their 
best efforts in good faith to perform and fulfill all conditions and 
obligations to be fulfilled or performed by it hereunder to the end that 
the transactions contemplated hereby will be fully and timely 
consummated.

SECTION 4.2	Best Efforts.  Sellers and Buyer shall each use their best 
efforts to procure upon reasonable terms and conditions all consents and 
approvals, completion of all filings, all registrations and 
certificates, and satisfaction of all other requirements prescribed by 
law which are necessary for the consummation of the transactions 
contemplated by this Agreement and the Buyer's ownership and operation 
of the Company's Business after the Effective Date.  Prior to the 
Closing Date, the Sellers will use their best efforts to preserve 
Company's relationships with its employees, customers and others having 
business relationships with the Company.

SECTION 4.3	Tax Returns.  The Company shall cause to be prepared and 
timely filed, at its sole expense, all of Company's required tax returns 
for all periods ending on or prior to the Effective Date. 

SECTION 4.4	Investigations.  Sellers shall give Buyer and its employees, 
accountants, attorneys and other authorized representatives full access 
during all reasonable times to all the premises, properties, books and 
records, and furnish Buyer with such financial and operating data, 
analyses and other information of any kind respecting Company's business 
and properties as Buyer shall from time to time request.  Any 
investigation shall be conducted in a manner which does not unreasonably 
interfere with business operations.

SECTION 4.5	Conduct of Business in the Ordinary Course.  Sellers shall 
cause the Company to conduct its business only in the ordinary course 
from the date thereof through Closing.  By way of amplification and not 
limitation, except as otherwise provided herein, Sellers shall cause the 
Company, without the prior written consent of Buyer, not to do any of 
the following except as permitted and contemplated by this Agreement: 
(i) borrow or agree to borrow any material amount of funds or incur any 
liability or obligation of any nature (whether accrued, absolute, 
contingent or otherwise), or guarantee or agree to guarantee any 
obligations of others, (ii) cancel any indebtedness owing to it or any 
claims that it might possess, waive any material rights of substantial 
value or sell, lease, encumber, transfer or otherwise dispose of, or 
agree to sell, lease, encumber, or otherwise dispose of its assets or 
permit any of its assets to be subjected to any mortgage, pledge, lien, 
security interest, encumbrance, restriction or charge of any kind, (iii) 
make any capital expenditure or commitment therefor, (iv) declare or pay 
any dividend or make any distribution on any shares of its capital stock 
(except as to the 17.5 % per-tax profit bonus for the quarter ending 
4/1/97) or redeem, purchase or otherwise acquire any shares of its 
capital stock or any option, warrant or other right to purchase or 
acquire any such shares, (v) increase its indebtedness for borrowed 
money or make any loan to any Person, (vi) write off as uncollectible 
any notes or accounts receivable, except write-offs in the ordinary 
course of business charged to applicable reserves, (vii) make any 
material change in any method of accounting or auditing practice, (viii) 
otherwise conduct its business or enter into any transaction, except in 
the usual and ordinary manner, or (ix) agree, whether or not in writing, 
to do any of the foregoing.

SECTION 4.6	Preservation of Business.  Sellers shall cause the Company 
to use its best efforts to preserve the possession and control of all of 
its assets and Business, to preserve the goodwill of its customers and 
others with whom it has business relations, and to do nothing to impair 
its ability to keep and preserve its Business as it exists on the date 
of this Agreement.

SECTION 4.7	Seller's Notification of Material Changes and Litigation.  
Sellers shall provide Buyer with prompt written notice, accompanied by a 
reasonably detailed description and analysis, (a) of any material 
adverse, or to the knowledge of Sellers, potentially material adverse 
change in the condition, earnings or business of Company, (b) of any 
event or condition of any character (whether actual or, to the knowledge 
of Sellers, threatened) pertaining to the financial condition, business 
or, to the knowledge of Sellers, assets of Company that has materially 
and adversely affected, or has a substantial possibility of materially 
and adversely affecting any of such financial condition, business or 
assets, or causing any of such business to be carried on materially less 
profitably than prior to the date of this Agreement, and (c) of all 
claims, regulatory proceedings and litigation (whether actual or, to the 
knowledge of Sellers, threatened and whether or not material) against or 
involving Company or (where such actual or threatened claims, regulatory 
proceedings or litigation arise in connection with actions taken or 
alleged to be taken by any officer, employer or director of Company in 
any capacity as an officer, employee or director of Company).  Such 
adverse or potentially adverse material changes or such claims, 
proceedings or litigation shall include, without limitation, any adverse 
or potentially adverse material change in or any litigation arising in 
connection with any item or matter reported on any schedule, exhibit or 
document delivered by Sellers to Buyer in connection with this 
Agreement.

SECTION 4.8	Buyer's Notification of Material Changes and Litigation.   
Buyer shall provide Sellers  with prompt written notice, accompanied by 
a reasonably detailed description and analysis, (a) of any material 
adverse, or to the knowledge of Buyer, potentially material adverse 
change in the condition, earnings or business of Company, (b) of any 
event or condition of any character (whether actual or, to the knowledge 
of Buyer, threatened) pertaining to the financial condition, business or  
assets of Buyer, and (c) of all claims, regulatory proceedings and 
litigation (whether actual or, to the knowledge of Buyer, threatened) 
against or involving Buyer or (where such actual or threatened claims, 
regulatory proceedings or litigation arise in connection with actions 
taken or alleged to be taken by any officer, employer or director of 
Buyer in any capacity as an officer, employee or director of Buyer), all 
in the case that such event has a substantial possibility of materially 
and adversely affecting the ability of Buyer to perform its obligations 
under the Documents.

SECTION 4.9	Release of any Shareholder Liability for Company Debt.  
Schedule 4.9 lists any endorsements, guarantees, or other liability of 
any of the Sellers or, as applicable, their wives for debts and 
obligations of the Company.  From and after the date hereof and 
notwithstanding any waiver by Sellers of the condition to Closing 
relating to this covenant,  the Buyer shall exercise its best efforts to 
cause the release of the Sellers and, as applicable, their wives from 
any endorsement, guarantee, or other liability (including, without 
limitation release of collateral) for the debts and obligations of the 
Company and Buyer will be substituted as endorser or guarantor of any 
such liability or obligation if and as necessary to achieve such 
release.  All such releases shall be effective on or prior to Closing.  

SECTION 4.10  Access to Information.  Until the final maturity date of 
the Promissory Notes, Buyer shall furnish the Sellers with copies of all 
reports, proxy statements and other communications distributed to its 
security holders generally, as well as copies of all other documents 
filed with the SEC and copies of all Financial Statements.  Buyer agrees 
to create an operating committee to meet every 3 months consisting of 
Jerry Richmond, the President of the Company, and other persons 
designated by the President of the Company.  The President of the 
Company will designate the date and location of the meetings.  The 
membership of Jerry Richmond on the committee will be for a minimum of 
two years and all reasonable expenses of Mr. Richmond associated with 
attendance at the meeting will be reimbursed by the Company.

	ARTICLE 5. 
	CONDITIONS TO THE BUYER'S OBLIGATIONS

The obligation of the Buyer to make deliveries to the Sellers pursuant 
to Section 1.3 hereof and to consummate the other transactions 
contemplated hereby is subject to the satisfaction, on or before the 
Closing Date, of the following conditions each of which may be waived by 
the Buyer in its sole discretion:

SECTION 5.1	Intra-Company Debt.  All indebtedness of the Company and 
Sellers to the other and all indebtedness of other directors, officers 
and employees of the Company to the Company shall have been repaid in 
full and the Sellers shall have delivered to the Buyer a certificate, 
dated the Closing Date, to such effect.

SECTION 5.2	Representations, Warranties and Covenants.  The 
representations and warranties of Sellers herein contained shall be true 
in all  respects as stated herein, both when made and with the same 
effect as though made again as of the Closing Date except to the extent 
of changes permitted by the terms of this Agreement or where 
specifically applicable to the date as to which made.  Sellers shall 
have performed all obligations and complied with all covenants required 
by this Agreement to be performed or complied with by Sellers prior to 
the Closing Date.  In addition, Sellers shall have delivered to Buyer 
their certificate dated as of the Closing Date, to the effect that, 
except as disclosed in the certificate, they do not know of any breach 
of any representation or warranty made by Sellers in this Agreement or 
any failure to perform any covenant made by the Seller of Sellers where 
made jointly and severally herein.

SECTION 5.3	Consents.  Except as set forth on Schedule 5.3, all 
requisite governmental approvals and consents of third parties 
identified on such schedule or otherwise identified by the Sellers as 
required to be received to prevent any material license, permit or 
agreement relating to the Business from terminating prior to its 
scheduled termination, as a result of the consummation of the 
transactions contemplated hereby, shall have been obtained.

SECTION 5.4	Employment Agreement.  Brooks Barwick, Doug Apperson and 
Mark Calcutt shall each have entered into separate Employment Agreements 
with the Company and Buyer in substantially the form attached hereto as 
Exhibit B(1) (the "Employment Agreements").

SECTION 5.4.1 Employment Agreement.  Jerry Richmond  has entered into an 
Employment Agreement with the Company and Buyer in substantially the 
form attached hereto as Exhibit B(2)(the "Employment Agreements").

SECTION 5.5	Noncompetition Agreement.  Brooks Barwick, Doug Apperson, 
and Mark Calcutt shall each have entered into separate Noncompetition 
Agreements with Buyer in substantially the form attached hereto as 
Exhibit C(1) (the "Noncompetition Agreements").

SECTION 5.5.1	Noncompetition Agreement.  Jerry Richmond has entered 
into a Noncompetition Agreement with Buyer  in substantially the form 
attached hereto as Exhibit C(2) (the "Noncompetition Agreements").

SECTION 5.5.2  Lease and Contract Termination.  Atlantic Properties and 
Atlantic Coil Processing, Inc. have terminated the Lease and Contract 
entered into on the 20th day of December, 1996.

SECTION 5.5.3  Operating Lease.  Atlantic Properties have entered into 
an Operating Lease with Company and Buyer in substantially the form 
attached hereto as Exhibit D (the "Operating Lease").

SECTION 5.6	No Actions, Suits or Proceedings.  As of the Closing Date, 
no action, suit, investigation or proceeding brought by any person, 
corporation, governmental agency or other entity shall be pending or, to 
the knowledge of the Sellers, threatened, before any court or 
governmental body (i) to restrain, prohibit, restrict or delay, or to 
obtain damages or a discovery order in respect of this Agreement or the 
consummation of the transactions contemplated hereby, or (ii) which has 
had or may have a materially adverse effect on the condition, financial 
or otherwise, or prospects of the Company.  No order, decree or judgment 
of any court or governmental body shall have been issued restraining, 
prohibiting, restricting or delaying, the consummation of the 
transactions contemplated by this Agreement.  No insolvency proceeding 
of any character including without limitation, bankruptcy, receivership, 
reorganization, dissolution or arrangement with creditors, voluntary or 
involuntary, affecting the Company shall be pending, and the Company 
shall not have taken any action in contemplation of, or which would 
constitute the basis for, the institution of any such proceedings and 
the Sellers shall have delivered to the Buyer a certificate, dated the 
Closing Date, to such effect.

SECTION 5.7	Opinion of Counsel to the Seller.  The Buyer shall have 
received from William M. Black, Jr., counsel to Sellers  ("Counsel to 
Sellers"), an opinion, dated as of the Closing Date, in form and 
substance reasonably satisfactory to Buyer, and to the following effect:

(a)	The Company is a corporation duly organized and validly existing 
under the laws of the State of North Carolina.  The Company is not 
qualified to do business as a foreign corporation in any other state.  
To the knowledge of Counsel to Sellers, the nature of the Company's 
business does not require Company to be licensed or qualified in any 
other jurisdiction where the failure to be so qualified would have a 
material adverse affect on the business or properties of the Company.  
The Company has the corporate power and authority to own, lease, operate 
and hold its properties and to carry on its business as now conducted;

(b)	To the knowledge of Counsel to Sellers, (i) each Seller has full 
legal power, capacity and authority to execute and deliver the Documents 
and to consummate the transactions contemplated thereby; and (ii) the  
Documents have been duly and validly executed and delivered by each 
Seller and constitute the legal, valid and binding obligation of each 
such Seller, enforceable against such Seller in accordance with their 
terms subject to bankruptcy, reorganization, insolvency and other 
similar laws affecting the enforcement of creditor's rights in general 
and to general principals of equity (regardless of whether considered in 
a proceeding in equity or an action at law);

(c)	The Company has authorized capital consisting of 100,000 shares of 
common stock, with a par value of one dollar ($1) per share, of which 
100,000 shares are issued and outstanding and no shares are held as 
treasury stock.  All of the outstanding shares of the Company have been 
duly authorized and validly issued and are fully paid and nonassessable.  
None of the outstanding shares of the Company have been issued in 
violation of any preemptive right.  To the knowledge of Counsel to 
Sellers, there are no outstanding options, warrants, rights, calls, 
commitments, conversion rights, rights of exchange, plans or other 
agreements of any character providing for the purchase, issuance or sale 
of any shares of capital stock of the Company, other than as 
contemplated by this Agreement;

(d)	To the knowledge of Counsel to Sellers, the Company has no 
subsidiaries and does not own, directly or indirectly, any capital stock 
or other equity or ownership or proprietary interest in any other 
corporation, partnership, association, trust, joint venture or other 
entity;

(e)	Except for the possible application of the Hart, Scott Rodino Act, 
as to which no opinion will be expressed, no registration or filing 
with, or consent or approval of or other action by, any Federal, state 
or other governmental agency or instrumentality is or will be necessary 
for the valid execution, delivery and performance by Sellers of this 
Agreement;

(f)	To the knowledge of Counsel to Sellers, except as disclosed on the 
Schedules hereto, there is no (i) action, suit, claim, proceeding or 
investigation pending or  threatened against or affecting the Company 
(whether or not such Company is a party or prospective party thereto), 
at law or in equity, or before or by any Federal, state, municipal or 
other governmental department, commission, board, bureau, agency or 
instrumentality, domestic or foreign, (ii) arbitration proceeding 
pending relating to the Company or (iii) governmental inquiry pending or 
threatened against or involving the Company, and there is no basis for 
any of the foregoing.  To the knowledge of Counsel to Sellers, the 
Company has not received any opinion or memorandum or legal advice from 
legal counsel to the effect that it is exposed, from a legal standpoint, 
to any liability or disadvantage which may be material to the business, 
prospects, financial condition, operations, property or affairs of the 
Company.  To the knowledge of Counsel to Sellers, there are no 
outstanding orders, writs, judgments, injunctions or decrees served upon 
the Company by any court, governmental agency or arbitration tribunal 
against the Company.  To the knowledge of Counsel to Sellers, there are 
no facts or circumstances which may result in institution of any action, 
suit, claim or legal, administrative or arbitration proceeding or 
investigation against, involving or affecting the Company or the 
transactions contemplated hereby.  To the knowledge of Counsel to 
Sellers, except as disclosed on the Schedules hereto, the Company is not 
in default with respect to any order, writ, injunction or decree known 
to or served upon it from any court or of any Federal, state, municipal 
or other governmental department, commission, board, bureau, agency or 
instrumentality, domestic or foreign.  To the knowledge of Counsel to 
Sellers, except as disclosed on the Schedules hereto, there is no action 
or suit by the Company pending or threatened against others;

(g)	The Employment Agreements have been duly executed and delivered 
by, and constitute the legal, valid and binding obligation of each 
Employee thereunder, enforceable against him in accordance with its 
terms  subject to bankruptcy, reorganization, insolvency and other 
similar laws affecting the enforcement of creditor's rights in general 
and to general principals of equity (regardless of whether considered in 
a proceeding in equity or an action at law);

(h)	The Noncompetition Agreements have been duly executed and 
delivered by, and constitute the legal, valid and binding obligation of 
each Seller thereunder, enforceable against him in accordance with its 
terms  subject to bankruptcy, reorganization, insolvency and other 
similar laws affecting the enforcement of creditor's rights in general 
and to general principals of equity (regardless of whether considered in 
a proceeding in equity or an action at law); and

(i)	The Lease and Contract Termination and the Operating Lease have 
been duly executed and delivered by, and constitute the legal valid and 
binding obligation of Atlantic Properties, enforceable in accordance 
with its terms, subject to bankruptcy, reorganization, insolvency and 
other similar laws affecting the enforcement of creditor's rights in 
general and to general principals of equity (regardless of whether 
considered in a proceeding in equity or an action at law); and 

(j)	The execution and delivery of the Documents, the consummation of 
the transactions contemplated hereby and thereby, and the performance of 
the Documents in compliance with the terms and conditions hereof and 
thereof by the Sellers will not, to the knowledge of Counsel to Sellers, 
(i) violate, conflict with or result in any breach of any trust 
agreement, articles of incorporation, bylaw, judgment, decree, order, 
statute or regulation applicable to the Company, (ii) violate, conflict 
with or result in a breach, default or termination or give rise to any 
right of termination, cancellation or acceleration of the maturity of 
any payment date of any of the obligations of the Company or increase or 
otherwise affect the obligations of the Company under any law, rule, 
regulation or any judgment, decree, order, governmental permit, license 
or order or any of the terms, conditions or provisions of any mortgage, 
indenture, note, license, agreement or other instrument or obligation 
related to the Company or to the Seller's ability to consummate the 
transactions contemplated hereby or thereby, except for such defaults 
(or rights of termination, cancellation or acceleration) as to which 
requisite waivers or consents have been obtained in writing and provided 
to the Buyer, or (iii) violate any order, writ, injunction, decree, 
statute, rule or regulation applicable to the Company.

SECTION 5.8	  Investigation Satisfactory.  The Buyer shall be satisfied 
in all respects with the results of its investigation of the properties, 
customers, prospects and affairs of the Sellers and the Company.

SECTION 5.9	  Closing Documents.  The Sellers shall have delivered all 
of the resolutions, certificates, documents and instruments required by 
this Agreement.

SECTION 5.10  Approval of the Buyer and Its Counsel.  All actions, 
proceedings, consents, instruments and documents required to be 
delivered by, or at the behest or direction of, the Sellers hereunder or 
incident to their performance hereunder, and all other related matters, 
shall be reasonably satisfactory as to form and substance to the Buyer 
and its counsel.

SECTION 5.11 Release of Claims.  The Claims set forth on Schedule 2.1 
shall have been released in full to Buyer's satisfaction.

	ARTICLE 6. 
	CONDITIONS TO THE SELLERS' OBLIGATIONS

The obligation of the Sellers to transfer the Common Stock to the Buyer 
and to consummate the other transactions contemplated hereby is subject 
to the satisfaction, on or before the Closing Date, of the following 
conditions, each of which may be waived by the Sellers in their sole 
discretion: 

SECTION 6.1	Representations, Warranties and Covenants.   The 
representations and warranties of Buyer herein contained shall be true 
in all respects as stated herein, both when made and with the same 
effect as though made again as of the Closing Date except to the extent 
of changes permitted by the terms of this Agreement or except for 
breaches of representations and warranties which would not have a 
material adverse effect on the Buyer's ability to pay its obligations 
under this Agreement.  Buyer shall have performed all obligations and 
complied with all covenants required by this Agreement to be performed 
or complied with by Buyer prior to the Closing Date.  In addition, Buyer 
shall have delivered to Sellers its certificate dated as of the Closing 
Date and signed by one of its officers, to the effect that, except as 
disclosed in the certificate, he does not know of any breach of any 
representation or warranty made by Buyer in this Agreement, or of any 
failure to perform any covenant made by Buyer herein or to satisfy any 
condition to Buyer's obligations to effect the transactions contemplated 
by this Agreement which would have a material adverse effect on the 
Buyer's ability to pay its obligations under this Agreement.

SECTION 6.2	No Actions, Suits or Proceedings.  As of the Closing Date, 
no action, suit, investigation or proceeding brought by any person, 
corporation, governmental agency or other entity shall be pending or, to 
the knowledge of the parties to this Agreement, threatened, before any 
court or governmental body to restrain, prohibit, restrict or delay, or 
to obtain damages or a discovery order in respect of this Agreement or 
the consummation of the transactions contemplated hereby.  No order, 
decree or judgment of any court or governmental body shall have been 
issued restraining, prohibiting, restricting or delaying, the 
consummation of the transactions contemplated by this Agreement.  No 
insolvency proceeding of any character including without limitation, 
bankruptcy, receivership, reorganization, dissolution or arrangement 
with creditors, voluntary or involuntary, affecting the Buyer shall be 
pending, and the Buyer shall not have taken any action in contemplation 
of, or which would constitute the basis for, the institution of any such 
proceedings and Buyer shall have delivered to Sellers a certificate, 
dated Closing Date, to such effect.


SECTION 6.3   Closing Payments.  Buyer shall have delivered the closing 
payments required by Section 1.3(a).

SECTION 6.4  Promissory Note. Buyer shall have duly executed and 
delivered the Promissory Note in the form set forth in Exhibit A.

SECTION 6.5  Employment Agreements. The Company and Buyer shall have 
entered into the Employment Agreements with Brooks Barwick, Doug 
Apperson and Mark Calcutt in the form set forth in Exhibit B(1). 

SECTION 6.6  Employment Agreements.  Company and Buyer shall have 
entered into the Employment Agreement with Jerry Richmond in the form 
attached hereto as Exhibit B(2). 

SECTION 6.7 Noncompetition Agreements. Buyer shall have entered into the 
Noncompetition Agreement with Brooks Barwick, Doug Apperson and Mark 
Calcutt in substantially the form attached hereto as Exhibit C(1).

SECTION 6.8  Noncompetition Agreements. Buyer shall have entered into 
the Noncompetition Agreement with Jerry Richmond in substantially the 
form attached hereto as Exhibit C(2). 

SECTION 6.9  Operating Lease.  The Company and Buyer shall have entered 
into the Operating Lease with Atlantic Properties in substantially the 
form attached hereto as Exhibit D.

SECTION 6.10  Release of Sellers from Guarantee of Company Debt.   Buyer 
shall have obtained the release of Sellers from guarantee of Company 
debt as required by Section 4.9.

SECTION 6.11 Opinion of Counsel to Buyer.  The Sellers shall have 
received from John Baumann, counsel to Buyer, an opinion dated as of the 
Closing Date, in form and substance reasonably satisfactory to Sellers, 
and to the following effect:

(a)	The Buyer is a corporation duly organized, validly existing and in 
good standing under the laws of the Commonwealth of Kentucky and is duly 
qualified to transact business as a foreign corporation in each 
jurisdiction in which the failure to so qualify would have a material 
adverse impact on the Buyer's ability to pay its obligations under this 
Agreement;

(b)	The Buyer has the corporate power and authority to execute, 
deliver and perform the Agreement and the other Documents.  The 
execution, delivery and performance of the Agreement and the other 
Documents and the consummation of the transactions contemplated hereby 
and thereby have been duly and validly executed and delivered by Buyer 
and constitute the legal, valid and binding obligations of Buyer 
enforceable against Buyer in accordance with their terms  subject to 
bankruptcy, reorganization, insolvency and other similar laws affecting 
the enforcement of creditor's rights in general and to general 
principals of equity (regardless of whether considered in a proceeding 
in equity or an action at law);  and

(c)	The execution and delivery of the Agreement and the other 
Documents, the consummation of the transactions contemplated hereby and 
thereby, and the performance of the Agreement and such other agreements 
in compliance with the terms and conditions hereof and thereof by the 
Buyer will not (i) violate, conflict with or result in any breach of any 
trust agreement, articles of incorporation, bylaw, judgment, decree, 
order, statute or regulation applicable to the Buyer, (ii) violate, 
conflict with or result in a breach of or default (or give rise to any 
right of termination, cancellation or acceleration) under any law, rule 
or regulation or any judgment, decree, order, governmental permit, 
license or order or any of the terms, conditions or provisions of any 
mortgage, indenture, note, license, agreement or other instrument to 
which the Buyer is a party, or (iii) violate any order, writ, 
injunction, decree, statute, rule or regulation applicable to the Buyer.

(d)	No registration or filing with, or consent or approval or other 
action by, any Federal, State or other governmental agency or 
instrumentally is or will be necessary for the valid execution, delivery 
and performance by Buyer of the Documents.

SECTION 6.12 Closing Documents.  The Buyer shall have delivered all of 
the resolutions, certificates, documents and instruments required by 
this Agreement.

SECTION 6.13 Approval of the Sellers and Their Counsel.   All actions, 
proceedings, consents, instruments and documents required to be 
delivered by, or at the behest or direction of, the Buyer hereunder or 
incident to its performance hereunder, and all other related matters, 
shall be reasonably satisfactory as to form and substance to the Sellers 
and their counsel.

	ARTICLE 7
	THE CLOSING AND CERTAIN CLOSING DELIVERIES

SECTION 7.1	Time and Place of Closing.   Upon the terms and subject to 
the satisfaction or waiver of the conditions contained in this 
Agreement, the closing of the transactions contemplated by this 
Agreement (the "Closing") shall take place at the offices of William M. 
Black, Jr., on April 1, 1997 or on such other date and time as may be 
mutually agreed upon by the parties prior to April 1, 1997 (the "Closing 
Date").  The transactions contemplated by this Agreement shall be 
effective as of the commencement of business (the "Effective Time") on 
April 1, 1997 (the "Effective Date").

SECTION 7.2	Deliveries by the Sellers.  At the Closing, the Sellers will 
deliver or cause the Company to deliver to the Buyer the following:

(a)	Stock certificates representing all of the issued and outstanding 
shares of Common Stock owned by the Sellers duly endorsed in blank or 
duly executed instruments of transfer and any other documents that are 
necessary to transfer to the Buyer good and title to all issued and 
outstanding shares of Common Stock;

(b)	The stock books, stock ledgers, minute books, and other corporate 
records of the Company;

(c)	Resignations dated the Closing Date of all of the directors and 
officers of the Company as designated by the Buyer;

(d)	All required consents of third parties to the sale conveyance, 
transfer, assignment and delivery of the Common Stock of the Company 
hereunder;

(e)	A certificate of the Secretary of the Company certifying as of the 
Closing Date (i) a true, correct, and complete copy of the Articles of 
Incorporation of the Company and all amendments thereto as in effect on 
the Closing Date; (ii) a true, correct, and complete copy of the bylaws 
of the Company and all amendments thereto as in effect on the Closing 
Date; and (iii) Certificate of Existence from the North Carolina 
Secretary of State;

(f)	The certificate of the Sellers required by Sections 5.2 and 5.6;

(g)	The affidavit of each Seller certifying as to his non-foreign 
status in accordance with Section 1445(b)(2) of the Code;

(h)	The Employment Agreements required by Section 5.4 and 5.4.1 above;

(i)	The Noncompetition Agreements required by Section 5.5 and 5.5.1 
above;

(j)	The Lease and Contract Termination required by Section 5.5.2 
above;

(k)	The Operating Lease required by Section 5.5.3 above;

(l)	The Opinion of Sellers' Counsel required by Section 5.7 above;

(m)	A Release from each Seller which releases the Company from any and 
all claims, known or unknown, contingent or direct, which he may have 
against the Company as of the Closing Date, other than claims arising 
under this Agreement and the other Documents and the transactions 
contemplated hereby; 

(n)	A certificate to the effect that the Lease and Contract entered 
into the 20th day of December 1996 between Atlantic Properties, a North 
Carolina partnership, and Atlantic Coil Processing, Inc., a North 
Carolina Corporation, has been terminated by mutual agreement effective 
4/1/97.
(o)	All other documents, instruments and writings required to be 
delivered by the Sellers at or prior to the Closing Date pursuant to 
this Agreement or the other Documents or otherwise required in 
connection herewith.

SECTION 7.3	Deliveries by the Buyer.  At the Closing, the Buyer will 
deliver the following to or for the account of Sellers:

(a)	The Closing Payments required by Section 1.3(a) above;

(b)	The Promissory Note required by Section 1.3(b); 

(c)	The Employment Agreements required by Section 5.4 and 5.4.1;

the Noncompetition Agreements required by Section 5.5 and 5.5.1 above;

(e)	The Operating Lease required by Section 5.5.3;

(f)	The Release of Sellers from guarantee of Company Debt as required 
by Section 4.9;

(g)	The Opinion of Buyer's Counsel required by Section 5.7 above;

(h)	A certificate of an officer of the Buyer certifying as of the 
Closing Date (i) a true, correct, and complete copy of the Articles of 
Incorporation of the Buyer and all amendments thereto as in effect on 
the Closing Date; (ii) a true, correct, and complete copy of the bylaws 
of the Buyer and all amendments thereto as in effect on the Closing 
Date; (iii) a true, correct, and complete copy of the resolutions 
approved and adopted by the Board of Directors of the Buyer authorizing 
the transactions contemplated herein; (iv) Certificate of Existence from 
the Kentucky Secretary of State; (v) the incumbency of the duly 
authorized officers of the Buyer; and (vi) the certifications required 
by Sections 6.1 and 6.2;

(i)	All other documents, instruments and writings required to be 
delivered by the Buyer at or prior to the Closing Date pursuant to this 
Agreement or the other Documents or otherwise required in connection 
herewith.

	ARTICLE 8
	TERMINATION

This Agreement may be terminated at any time before the Closing Date:

SECTION 8.1	Date Certain.  By Buyer or Sellers, if for any reason the 
transactions contemplated by this Agreement have not been consummated by 
not later than May 8, 1997.

SECTION 8.2	Mutual Consent.  By Buyer and Sellers, if for any reason 
consummation of the transactions contemplated by this Agreement is 
inadvisable in the opinions of both Buyer and Sellers.

SECTION 8.3	Breaches.  Buyer may, in addition to other remedies which 
may be available, upon prior written notice, terminate this Agreement in 
the event either Seller materially breaches any representation, warranty 
or covenant in this Agreement or upon the failure and nonwaiver of any 
condition precedent set out in Article 5 unless within ten (10) days 
after the written notice from the Buyer, such Seller shall have cured 
such breach or failure to the reasonable satisfaction of Buyer.  Sellers 
may, in addition to other remedies which may be available, upon prior 
written notice, terminate this Agreement in the event Buyer materially 
breaches any representation, warranty or covenant in this Agreement or 
upon the failure and nonwaiver of any condition precedent set out in 
Article 6 unless within ten (10) days after the written notice from 
Sellers, Buyer shall have cured such breach or failure to the reasonable 
satisfaction of Sellers.  Additionally, Buyer shall be in default and 
breach of this Agreement upon default or breach by Buyer or Company, as 
the context permits, under the terms of the Promissory Note dated April 
1, 1997 by Buyer as Maker to Sellers; the Employment Agreements dated 
effective April 1, 1997 between Company, Buyer and the respective 
Sellers; the Noncompetition Agreements dated effective April 1, 1997 by 
and between Buyer and the respective Sellers or the Operating Lease 
dated effective April 1, 1997 by and between Company, Buyer and the 
Landlord named therein (collectively "Closing Documents") and such 
default or breach is not cured within the earlier of the cure period 
provided therein or, in the absence of a cure period therein, within 
thirty (30) days after written notice to Buyer and Company.
	
	ARTICLE 9
	SURVIVAL; INDEMNIFICATION AND OFFSET

SECTION 9.1	Survival. All representations and warranties in this 
Agreement and the other Documents shall survive the Closing of the 
purchase of the Common Stock contemplated hereby for a period of two 
years and all such representations and warranties shall expire on the 
second anniversary of the Closing Date, except that (a) claims, if any, 
asserted in writing prior to such second anniversary identified as a 
claim for indemnification pursuant to this Article shall survive until 
finally resolved and satisfied in full, and (b) tax or environmental 
claims arising from a breach of Sections 2.28 and 2.30, respectively, 
shall survive for the full period of the applicable statute of 
limitations, and until finally resolved and satisfied in full if 
asserted on or prior to the expiration of any such period. 

SECTION 9.2	Indemnification by the Sellers.  Subject to the terms 
herein, the Sellers shall indemnify, defend, and hold the Company and 
the Buyer and their successors and assigns (the "Sellers' Indemnitees") 
harmless (which indemnification shall be several with regard to 
individual representations and warranties and joint and several with 
regard to joint and several representations and warranties) from, 
against and with respect to any claim, liability, obligation, loss, 
damage, assessment, judgment, cost and expense of any kind or character 
(the "Damages"), arising out of or attributable to:

(a)	Any breach of any representation or  warranty of the Sellers 
contained in this Agreement;

(b)	Any failure by the Sellers to perform or observe, or to have 
performed or observed, in full, any agreement to be performed or 
observed by any of them under this Agreement;

(c)	Any additional tax liability for examinations of any tax returns 
of the Company in progress as of the Effective Date.

(d)	Any taxes due or assessed against the Company for periods ending 
on or prior to the Effective Date.

Provided, however, Seller's Indemnities shall not be entitled to 
indemnification hereunder until Damages in  total exceed the Basket 
Amount and then only to the extent of aggregate damages in excess of 
such Basket Amount.

Any obligation of any Seller to indemnify Seller's Indemnitees shall in 
no event exceed the amount of the Purchase Price paid to such Seller.

In determining the existence and amount of any indemnification liability 
under this Agreement by the Sellers, the amount of any allowable 
deductions, credits or other tax benefits, whether allowable in the year 
in which such damages incurred or some prior or subsequent year (not 
closed by Agreement or by operation of law) resulting from such 
liability and/or the amount of any insurance applicable to any such 
liability, shall be taken into account or offset against the amount of 
such liability (after deducting the costs and expenses involved).

SECTION 9.3	Notice to Sellers, Etc.  If any of the matters as to which 
the Sellers' Indemnitees are entitled to receive indemnification under 
Section 9.2 should entail litigation with or claims asserted by parties 
other than the Sellers, the Sellers shall be given prompt notice thereof 
and shall have the right, at their expense, to control such claim or 
litigation upon prompt notice to Buyer of their election to do so.  To 
the extent requested by the Sellers, the Buyer, at its expense, shall 
cooperate with and assist the Sellers, in connection with such claim or 
litigation.  Buyer shall have the right to appoint single counsel to 
consult with and remain advised by the Sellers in connection with such 
claim or litigation.  The Sellers shall have final authority to 
determine all matters in connection with such claim or litigation; 
provided, however, that the Sellers shall not settle any third party 
claim without the consent of the Buyer, which shall not be unreasonably 
denied or delayed.

SECTION 9.4	Indemnification by the Buyer.  The Buyer shall indemnify, 
defend, and hold the Sellers and their heirs, executors, and legal 
representatives (the "Buyer's Indemnitees") harmless from, against and 
with respect to any claim, liability, obligation, loss, damage, 
assessment, judgment, cost and expense of any kind or character (the 
"Damages"), arising out of or attributable to:

(a)	Any breach of any representation or warranty of the Buyer 
contained in this Agreement;

(b)	Any  failure by the Buyer to perform or observe, or to have 
performed or observed, in full, any agreement or condition to be 
performed or observed by it under any of the Documents;

(c)	Seller's and, as applicable Seller's wives', personal guarantees 
of Company debt.

(d)	The operation of the Business subsequent to the Closing Date.

Provided, however, Buyer's Indemnitees shall not be entitled to 
indemnification hereunder until Damages in total exceed $10,000 and then 
only to the extent of aggregate damages in excess of $10,000.

SECTION 9.5	Notice to the Buyer, Etc.  If any of the matters as to which 
the Buyer's Indemnitees are entitled to receive indemnification under 
Section 9.4 should entail litigation with or claims asserted by parties 
other than the Buyer, the Buyer shall be given prompt notice thereof and 
shall have the right, at its expense, to control such claim or 
litigation upon prompt notice to Sellers of its election to do so.  To 
the extent requested by the Buyer, the Sellers, at their expense, shall 
cooperate with and assist the Buyer, in connection with such claim or 
litigation.  Sellers shall have the right to appoint single counsel to 
consult with and remain advised by the Buyer in connection with such 
claim or litigation.  The Buyer shall have final authority to determine 
all matters in connection with such claim or litigation; provided, 
however, that the Buyer shall not settle any third party claim without 
the consent of the Sellers, which shall not be unreasonably denied or 
delayed.

SECTION 9.6	Survival of Indemnification.  The obligations to indemnify 
and hold harmless pursuant to this Article 9 shall survive the Closing 
of the purchase of the Common Stock contemplated hereby for a period of 
two years, notwithstanding any investigation at any time made by or on 
behalf of any party, except that (a) claims, if any, asserted in writing 
prior to such second anniversary identified as a claim for 
indemnification pursuant to this Article 9 shall survive until finally 
resolved and satisfied in full, and (b) tax or environmental claims 
arising from a breach of Sections 2.28 and 2.30, respectively, shall 
survive for the full period of the applicable statute of limitations, 
and until finally resolved and satisfied in full if asserted on or prior 
to the expiration of any such period.


SECTION 9.7	Offset and Indemnity "Basket"..  Each Seller acknowledges 
and agrees that the Buyer shall be entitled to offset any indemnity 
claim under Section 9.2 against any payment due to such Seller under 
Section 1.3 hereof, at Buyer's sole option, to the extent and under the 
following conditions:

(a)	As soon as practicable but within thirty (30) days after the 
Closing Date, Company shall cause Allen &  Woodall, LLP, an independent 
accounting firm, to prepare a balance sheet of the Company immediately 
prior to the Effective Time (the "Closing Balance Sheet") setting forth 
the Net Shareholders' Equity of the Company using accrual accounting and 
in conformance with generally accepted accounting principles (the "Net 
Shareholders' Equity") to be completed within 30 days of engagement.  A 
copy of the Closing Balance Sheet shall be promptly furnished to Buyer 
and Sellers within 60 days of the Closing Date. For purposes of this 
Section , "Net Shareholders' Equity" shall mean the net  shareholder 
equity at the Closing Date determined in accordance with generally 
accepted accounting principles applied on a consistent basis.

(b)	Buyer shall have the right to offset up to $500,000 of the 
Deferred Purchase Price against claims which may accrue to Buyer under 
the terms of this Agreement which, in the aggregate, exceed the amount 
equal to (i) $50,000 plus (ii) an amount, if any, up to $100,000 by 
which Net Shareholders' Equity exceeds $1,200,000 as of the Closing Date 
("Basket Amount"), with Buyer entitled to recover for any such claims 
only for and to the extent exceeding such amount.

(c)	For indemnity claims which in the cumulative do not exceed Basket 
Amount, Buyer shall be required to provide a certification executed by 
an officer of the Buyer certifying that (1) the indemnity claim is 
valid, (2) the Buyer can substantiate the indemnity claim, and (3) said 
substantiation has been provided to the Sellers at least 10 days prior 
to the certification.

(d)	Upon the occurrence of an indemnity claim being presented which, 
after adding it to all prior certified Section 9.7(c) indemnity claims, 
would exceed the Basket Amount, in order to have such indemnity claim 
offset from the Deferred Purchase Price, Buyer must (A) provide a 
certification executed by an officer of the Buyer certifying that (1) 
the indemnity claim is valid, (2) the Buyer can substantiate the 
indemnity claim, and (3)  said substantiation has been provided to the 
Sellers under Section 10.7 at least 10 days prior to the certification 
and (B) unless the Sellers agree to the indemnity claim in writing, 
utilize the Section 10.12 arbitration procedure and obtain a decision in 
Buyer's favor from the arbitrator.

	ARTICLE 10
	MISCELLANEOUS

SECTION 10.1	Knowledge of Sellers.  Where any  representation or 
warranty contained in this Agreement is expressly qualified by reference 
to the knowledge of Sellers, each Seller confirms that the 
representation or warranty is correct to his best knowledge and that he 
has made due and diligent inquiry of the Company's President, Vice 
President  and Treasurer as to the matters that are the subject of such 
representations and warranties.

SECTION 10.2	Knowledge of Buyer.  Where any representation or 
warranty contained in this Agreement is expressly qualified by reference 
to the knowledge of Buyer, Buyer confirms that it has made due and 
diligent inquiry of its President as to the matters that are the subject 
of such representations and warranties.

SECTION 10.3	"Person" Defined.  "Person" shall mean and include an 
individual, a partnership, a joint venture, a corporation, a trust, an 
unincorporated organization and a government or other department or 
agency thereof.

SECTION 10.4 	"Balance Sheet Date" Defined.  "Balance Sheet Date" 
shall mean December 31, 1996.

SECTION 10.5	"1996 Financial Statement" Defined.  "1996 Financial 
Statement" shall mean the Company's Financial Statement for Years Ended 
December 31, 1996 and 1995 with Independent Auditor's Report. 

SECTION 10.6	Knowledge of Sellers' Counsel.    Where any opinion of 
Sellers' counsel contained in this Agreement is stated to be based upon 
knowledge, the following definition shall apply: the term "to knowledge 
of Seller's counsel" means counsel reasonably believes that opinion, 
representation or warranty to be true, has no actual knowledge or notice 
that such opinion, representation or warranty is inaccurate or 
incomplete, has made inquiry of Sellers as to the accuracy and 
completeness of such opinion, representation or warranty and has relied 
upon Sellers' assurance of accuracy and completeness of such opinion, 
representation or warranty, but has no knowledge of any facts or 
circumstances which would render reliance thereon unjustified without 
further inquiry.

SECTION 10.7	Notices.  All notices, requests, consents and other 
communications hereunder shall be in writing, shall be addressed to the 
receiving party's address set forth below or to such other address as a 
party may designate by notice hereunder, and shall be either (i) 
delivered by hand, (ii) sent by recognized overnight courier, (iii) made 
by telecopy or facsimile transmission, or (iv) sent by registered or 
certified mail, return receipt requested, postage prepaid.




If to the Buyer:

Brad Ray
Steel Technologies Inc.
15415 Shelbyville Road
Louisville, KY  40245
Fax No:	(502) 245-3821

With a copy to:

Steel Technologies Inc.
15415 Shelbyville Road
Louisville, KY l 40245
Attn: John Baumann
Fax No:  (502) 245-0542

If to Sellers:

Mark Calcutt
Doug Apperson
H. Brooks Barwick, III
c/o Atlantic Coil Processing, Inc.
Personal & Confidential
P.O. Box 1683
Clinton, NC 28328
Fax No: (910) 592-7675


Jerry F. Richmond
195 Magnolia Drive
Ormond Beach, FL 31276

With a copy to:

William M. Black, Jr.
7200 Stonehenge Drive, Suite 206
P.O. Box 19866
Raleigh, NC  27619
Fax No:  (919) 676-5584


All notices, requests, consents and other communications hereunder shall 
be deemed to have been given (i) if by hand, at the time of the delivery 
thereof to the receiving party at the address of such party set forth 
above, (ii) if sent by overnight courier, on the next business day 
following the day such notice is delivered to the courier service, (iii) 
if made by telecopy or facsimile transmission, at the time that receipt 
thereof has been acknowledged by electronic confirmation or otherwise, 
or (iv) if sent by registered or certified mail, on the fifth business 
day following the day such mailing is sent.  The address of any party 
herein may be changed at any time by written notice to the parties.

SECTION 10.7	Entire Agreement.  This Agreement and the other 
Documents embody the entire agreement and understanding between the 
parties hereto with respect to the subject matter hereof and supersede 
all prior oral or written agreements and understandings relating to the 
subject matter hereof.  No statement, representation, warranty, covenant 
or agreement of any kind not expressly set forth in the other Documents 
shall affect, or be used to interpret, change or restrict, the express 
terms and provisions of this Agreement.

SECTION 10.8	Modifications and Amendments.  The terms and 
provisions of this Agreement may be modified or amended only by written 
agreement executed by all parties hereto.

SECTION 10.9	Assignment/Binding Effect.  Neither this Agreement, 
nor any right hereunder, may be assigned by any of the parties hereto 
without the prior written consent of the other parties.  This Agreement 
shall be binding upon, and inure to the benefit of, the parties hereto 
and their respective heirs, personal representatives, successors and 
permitted assigns.

SECTION 10.10	Parties in Interest.  Nothing in this Agreement, 
express or implied, is intended to confer upon any other person any 
rights or remedies of any nature whatsoever under or by reason of this 
Agreement.  Nothing in this Agreement shall be construed to create any 
rights or obligations except among the parties hereto, and no person or 
entity shall be regarded as a third-party beneficiary of this Agreement.

SECTION 10.11	Governing Law.  This Agreement and the rights and 
obligations of the parties hereunder shall be construed in accordance 
with and governed by the internal laws of the State of North Carolina 
without giving effect to the conflict of law principles thereof.


SECTION 10.12	Arbitration.  Any dispute or difference between the 
parties hereto arising out of or relating to this Agreement shall be 
finally settled by arbitration in accordance with the Commercial Rules 
of the American Arbitration Association by a qualified arbitrator.  The 
Sellers, jointly, and the Buyer shall each choose and pay for an 
American Arbitration arbitrator who will thereupon agree upon a 
qualified arbitrator to decide the dispute.  If either the Sellers or 
the Buyer fails to choose an arbitrator within 30 days after notice of 
commencement of arbitration or if the two arbitrators fail to choose a 
third arbitrator within 30 days after their appointment, the American 
Arbitration Association shall, upon the request of any party to the 
dispute or difference, appoint the arbitrator or arbitrators to 
constitute or complete the panel as the case may be.  Arbitration 
proceedings hereunder may be initiated by either the Seller, jointly, or 
the Buyer making a written request to the American Arbitration 
Association, together with any appropriate filing fee, at the office of 
the American Arbitration Association in Charlotte, North Carolina.  All 
arbitration proceedings shall be held in Raleigh, North Carolina.  Any 
order or determination of the arbitral tribunal shall be final and 
binding upon the parties to the arbitration and may be entered in any 
court having jurisdiction.

SECTION 10.13	Severability.  In the event that any arbitral tribunal 
of competent jurisdiction shall finally determine that any provision, or 
any portion thereof, contained in this Agreement shall be void or 
unenforceable in any respect, then such provision shall be deemed 
limited to the extent that such arbitral tribunal determines it 
enforceable, and as so limited shall remain in full force and effect.  
In the event that such arbitral tribunal shall determine any such 
provision, or portion thereof, wholly unenforceable, the remaining 
provisions of this Agreement shall nevertheless remain in full force and 
effect.

SECTION 10.14	Interpretation.  The parties hereto acknowledge and 
agree that: (i) the rule of construction to the effect that any 
ambiguities are resolved against the drafting party shall not be 
employed in the interpretation of this Agreement, and (ii) the terms and 
provisions of this Agreement shall be construed fairly as to all parties 
hereto and not in favor of or against any party, regardless of which 
party was generally responsible for the preparation of this Agreement.

SECTION 10.15	Headings and Captions.  The headings and captions of 
the various subdivisions of this Agreement are for convenience of 
reference only and shall in no way modify, or affect, or be considered 
in construing or interpreting the meaning or construction of any of the 
terms or provisions hereof.  

SECTION 10.16	Exhibits and Schedules.  All Exhibits and Schedules 
attached hereto and/or referenced herein are incorporated herein.  All 
disclosures on any Schedules are deemed disclosures for purposes of all 
Schedules notwithstanding the absence of express reference language or, 
at times, the inclusion of express reference language.

SECTION 10.17	Reliance.  The parties hereto agree that, 
notwithstanding any right of any party to this Agreement to investigate 
the affairs of any other party to this Agreement, the party having such 
right to investigate shall have the right to rely fully upon the 
representations and warranties of the other party expressly contained 
herein.

SECTION 10.18	Expenses.  Except as otherwise set forth hereinafter, 
each party shall pay its own fees and expenses (including the fees of 
any attorneys, accountants, appraisers or others engaged by such party) 
incurred in connection with this Agreement and the transactions 
contemplated hereby whether or not the transactions contemplated hereby 
are consummated. Notwithstanding the foregoing, Company shall pay up to 
$25,000 of Sellers' legal, accounting and professional expenses 
attributable to the transactions contemplated hereunder for services 
rendered or expenses incurred on or after February 8, 1997; the Sellers 
shall be responsible for any amount of such costs and expenses in excess 
of $25,000; and, without limitation, the parties hereto acknowledge that 
Company's customary audit fees and costs (including those relating to 
the 1996 Financial Statements and the Closing Balance Sheet) shall not 
be included in the calculation of the referenced $25,000 and shall be 
paid by Company.

SECTION 10.19  	Gender.  All pronouns and any variation thereof shall 
be deemed to refer to the masculine, feminine, neuter, singular, or 
plural as the identity of the person or entity or the context may 
require.

SECTION 10.20  	Publicity.  Except by the mutual agreement between the 
Sellers and Buyer, no party shall issue any press release or otherwise 
make any public statement with respect to the execution of, or the 
transactions contemplated by, this Agreement except as may be required 
by law.

SECTION 10.21 	Counterparts.  This Agreement may be executed in one 
or more counterparts, and by different parties hereto on separate 
counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument. 


	[Remainder of this page has been intentionally left blank]

IN WITNESS WHEREOF, the Buyer has caused this Agreement to be executed 
by its duly authorized officer and each Seller has executed this 
Agreement all as of the day and year first above written.
BUYER:	

STEEL TECHNOLOGIES INC.


By:   ______________________________
Brad Ray
				           Title:	President



SELLERS:

___________________________________
Jerry Richmond

                                                                     
Brooks Barwick, III

___________________________________
Doug Apperson

___________________________________
Mark Calcutt
EXHIBIT A

	NONNEGOTIABLE PROMISSORY NOTE


$3,625,000	April 1, 1997

FOR VALUE RECEIVED, Steel Technologies Inc., a Kentucky corporation 
("Maker"), hereby promises to pay the total principal sum of Three 
Million Six Hundred Twenty-Five Thousand DOLLARS ($3,625,000.00) to 
William M. Black, Jr., Attorney at Law 7200 Stonehenge Drive, Suite 206, 
Raleigh, North Carolina 27613 (or such other agent and/or such other 
place as the legal holders hereof may designate in writing) as agent for 
Jerry Richmond, Brooks Barwick, Doug Apperson and Mark Calcutt, 
("Payees").  Principal and interest are payable in lawful money of the 
United States by wire transfer, certified checks or common stock of 
Steel Technologies Inc. (hereinafter "Stock") subject to the below 
stated terms and provisions.

Principal of $1,812,500 and all accrued interest, or the equivalent sum 
in Stock (subject to the below stated terms and provisions)or any 
combination thereof, shall be due and payable on April 1, 1998.  The 
remaining owed principal of $1,812,500 and all accrued interest, or the 
equivalent sum in Stock (subject to the below stated terms and 
provisions)or any combination thereof, shall be due and payable in full 
on April 1, 1999.  The unpaid principal amount of this Note shall bear 
interest at 7% per annum (the "Interest Rate"). 

Stock which may be substituted for all or a portion of any due and 
payable principal and accrued interest shall be valued at the closing 
price of Steel Technologies Inc. common stock, STTX on the NASDAQ stock 
market on the trading day before the Stock is provided to Payees. Maker, 
as a method of payment for the Promissory Note has the option of making 
payments on the due dates in the form of cash or common stock of Steel 
Technologies Inc. at its discretion.  Specifically,. Maker reserves the 
right to exercise its option for payment to the Payees in either form of 
cash or stock equivalent.  Maker covenants and agrees that it will give 
Payees reasonable advance notice of its intention to make any payment of 
the Promissory Note in common stock and will deliver such common stock 
to the respective Payees as directed by Payees. The Payees acknowledge 
and agree that all shares, if any, of Steel Technologies common stock 
issued as payment (or partial payment) for the Promissory Note will not, 
on the date of delivery thereof, have been registered under the 
Securities Act of 1993, as amended (the "Securities Act"), or any state 
securities laws, and will constitute "restricted securities" within the 
meaning of Rule 144 under the Act.  The Payees further acknowledge and 
agree that each certificate evidencing such shares shall bear a legend 
referring to the restrictions on resale imposed by the applicable 
federal securities laws.
 
 	Maker covenants and agrees that it will file, immediately 
following each delivery, if any, of shares of common stock in payment 
for the Promissory Note, and use its best efforts to obtain the prompt 
effectiveness of, a registration statement under the Securities Act to 
register for public resale all of such shares, so that such shares may 
be offered and sold by or for the account of the respective Payees, from 
time to time as market conditions permit, on the Nasdaq Stock Market or 
otherwise, at prices and on terms then prevailing or in negotiated 
transactions.  Maker will give Payees Notice and opinion of counsel when 
and that the shares may be traded.  Maker will maintain the 
effectiveness of such registration statements, if any, until such time 
as the Steel Technologies common stock may be sold by the Payees 
pursuant to the terms and conditions of Rule 144 under the Securities 
Act.

If during the time Maker is required to maintain the effectiveness of a 
registration statement under this Section, Maker shall be engaged in a 
transaction with respect to which disclosure would be required in such 
registration statement, but for which financial or other information 
necessary for such required disclosure is not then available to Maker, 
or with respect to which Maker's Board of Directors shall have 
determined that disclosure at such time could have an adverse effect on 
the Maker or its business or prospects, then Maker shall be entitled to 
notify the Payees that no sales may be made pursuant to the registration 
statement for up to 90 days.

Maker shall pay all expenses incurred by it in complying with the 
provisions hereof, including without limitation, all registration and 
filing fees, printing expenses, and fees and disbursements of counsel 
and independent public accountants for Maker.

Maker unconditionally guarantees to Payees the return upon sale of all 
or part of any shares delivered pursuant hereto and traded with a 
"discount" broker and in accordance herewith within three (3) business 
days of Payees receipt of the notice(s) required above of a net amount 
equal to the value of the shares at delivery (being the value of the 
shares on the NASDAQ stock marker ion the trading day before the stock 
is delivered to Payees).  Payees shall provide Maker with all 
appropriate documentation of trade(s) to support any request for Maker 
to satisfy it guarantee obligations hereunder.  Maker shall pay Payees 
any funds due hereunder within ten (10) days of receipt of notice and 
supporting documentation from Payees.

Notwithstanding any provision to the contrary, if, by May 30 immediately 
following any delivery of the shares, Maker has not obtained 
registration allowing the shares to be traded or has not provided Payees 
with the notice and opinion required hereunder, the Maker shall, within 
ten (10) days, pay Payees in available funds an amount equal to the 
value of the shares at delivery plus interest on such amount at 7% per 
annum through the date of payment.

Time is hereby declared to be of the essence.  This Note may be prepaid 
in full or in part at any time without penalty or premium.  Partial 
prepayments shall be applied to installments due in reverse order of 
their maturity.

In the event of (a) default in payment of any installment of principal 
or interest hereof as the same becomes due and such default is not cured 
within ten (10) days from the due date or (b) default or breach by Maker 
or Atlantic Coil under the terms of the Stock Purchase Agreement dated 
effective as of April 1, 1997 (the "Stock Agreement") by and between 
Maker, Payee and others, involving the purchase of all of the 
outstanding capital stock of Atlantic Coil Processing, Inc., a North 
Carolina corporation ("Atlantic Coil"); the Employment Agreements dated 
effective April 1, 1997 between Atlantic Coil, Maker and the  respective 
Payees;  the Non Competition Agreements dated effective April 1, 1997 by 
and between Maker and the  respective Payees or the Operating Lease 
dated effective April 1, 1997 by and between Atlantic Coil, Maker, and 
the Landlord named therein (collectively "Closing Documents") and such 
default or breach is not cured within the earlier of the cure period 
provided therein, or in the absence of a cure period therein then within 
thirty  (30) days after written notice to Maker, then in either event, 
the holders may without further notice, declare the remainder of the 
principal sum, together with all interest accrued thereon at once due 
and payable.  Failure to exercise this option shall not constitute a 
waiver of the right to exercise the same at any other time.  The unpaid 
principal of this Note and any part thereof, accrued interest and all 
other sums due under this Note and the Documents shall bear interest at 
the rate of nine percent (9%) per annum after default until paid.

All parties to this Note, including Maker waive protests, presentment, 
notice of dishonor, and notice of acceleration of maturity and agree to 
continue to remain bound for the payment of principal, interest and all 
other sums due under this Note and the Closing Documents, 
notwithstanding any change or changes by way of release, surrender, 
exchange, modification or other accommodation under  this Note or the 
Closing Documents or by way of any extension or extensions of time for 
the payment of principal and interest; and all such parties waive all 
and every kind of notice of such change or changes and agree that the 
same may be made without notice or consent of any of them.

Upon default the holders of this Note may employ an attorney to enforce 
the holders' rights and remedies and the Maker of this Note hereby 
agrees to pay to the holder reasonable attorneys fees plus all other 
reasonable expenses incurred by the holders  in exercising any of the 
holders' rights and remedies upon default not exceeding a sum equal to 
ten percent (10%) outstanding balance owing on said Note.  The rights 
and remedies of the holders as provided in this Note and any instrument 
securing this Note shall be cumulative and may be pursued singly, 
successively, or together or against any other funds, property or 
security held by the holders for payment or security, in the sole 
discretion of the holders.  The failure to exercise any such right or 
remedy shall not be a waiver or release of such rights or remedies or 
the right to exercise any of them at another time.

This Note is to be governed and construed in accordance with the laws of 
the State of North Carolina.  All references in this Note to Payees 
shall include the holders hereof and this Note shall inure to the 
benefit of any holders, their successors and assigns.  Anything herein 
to the contrary notwithstanding, the obligations of Maker under this 
Note and any security documents executed in connection herewith shall be 
subject to the limitation that payments of interest shall not be 
required to the extent that receipt of any such payment by the Payees 
would be contrary to provisions of law applicable to the Payees limiting 
the maximum rate of interest that may be charged to or collected by the 
Payees.  If any provision of this Note shall be held to be prohibited by 
or invalid under applicable law, such provision shall be ineffective 
only to the extent of such prohibitions or invalidity, without 
invalidating the remainder of such provision or any remaining provisions 
of this Note.

This Note has been delivered pursuant to a Stock Purchase Agreement 
dated April 1, 1997 (the "Stock Agreement") by and between Maker, Payees 
and others, involving the purchase of all of the outstanding capital 
stock of Atlantic Coil Processing, Inc., a North Carolina corporation.  
All terms not defined herein have the meanings set forth in the Stock 
Agreement.


PAYMENT OF PRINCIPAL AND INTEREST ON THIS NOTE IS EXPRESSLY SUBJECT TO 
MAKER'S RIGHTS OF OFFSET SET FORTH IN SECTION 9.7 OF THE STOCK 
AGREEMENT.

IN TESTIMONY WHEREOF, Steel Technologies Inc., a Kentucky corporation  
has caused this instrument to be executed in its corporate name by its 
duly authorized officers and its corporate seal to be affixed as of the 
day and year first above written.



STEEL TECHNOLOGIES INC.


____________________		By:                                               
(CORPORATE SEAL)
Witness				        Brad Ray

Title: President

 EXHIBIT B(1) PRIVATE   


	EMPLOYMENT AGREEMENT

	THIS AGREEMENT ("Agreement") is made and entered into April 1, 
1997, and effective as of the commencement of business on April 1, 1997 
(the "Effective Date") by and between Brooks Barwick/Doug Apperson/Mark 
Calcutt ("Employee"), and ATLANTIC COIL PROCESSING, INC., a North 
Carolina corporation (hereinafter referred to as the "Company") and 
STEEL TECHNOLOGIES INC., a Kentucky corporation, which has joined this 
Agreement for the purpose of guaranteeing the obligations of Company as 
set forth herein.


PRELIMINARY STATEMENTS

	As of the Effective Date, Steel Technologies Inc., a Kentucky 
corporation ("Steel Tech"), has acquired all of the outstanding shares 
of capital stock of the Company pursuant to a certain Stock Purchase 
Agreement (the "Purchase Agreement"), between Steel Tech, Employee and 
the other shareholders of the Company.

		Prior to the Effective Date, the Employee, in addition to 
being a shareholder of the Company, was a director, officer and employee 
of the Company and desires to continue to be employed by the Company.

	The Company has agreed to employ Employee on the terms and 
conditions hereinafter set forth.

	NOW THEREFORE, in consideration of the premises and mutual 
promises and agreements contained herein, the parties hereto, intending 
to be legally bound, hereby agree as follows:

	Section 1.  Employment.  Subject to the terms hereof, the Company 
hereby agrees to employ Employee, and Employee hereby accepts such 
employment.  Employee shall serve as a management employee of the 
Company during the Term (as defined in Section 2.1) of this Agreement, 
subject to the direction of the Boards of Directors of the Company and 
Steel Tech.  Employee shall devote substantially all of his business 
time and best efforts to rendering services on behalf of the Company.

	Section 2.  Term.

	2.1.  The term of Employee's employment hereunder shall be from 
April 1, 1997 through and including March 31, 2000, (the "Term") unless 
terminated prior thereto upon the occurrence of any of the following:

          		(i)  The death or total disability of Employee.  As 
used herein, "total disability" means any physical or mental condition 
rendering the Employee unable, for a total of three (3) months during 
any twelve month period, to perform the duties and bear the 
responsibilities incident to the position referred to in Section 1 
hereof as determined by a physician acceptable to Employee and the 
Company; or


          		(ii)  The Company's termination of Employee's 
employment hereunder, upon prior written notice to Employee, for "good 
cause."  For the purposes of this Agreement, "good cause" for 
termination of Employee's employment shall exist only if (a) Employee is 
convicted of, pleads guilty to, or confesses to any act of fraud, 
misappropriation or embezzlement or to any felony, (b) Employee has 
engaged in a dishonest, disloyal or insubordinate act against and to the 
material damage or prejudice of the Company or in conduct or activities 
materially damaging to the property, business or reputation of the 
Company, or (c) Employee otherwise fails to comply with the material 
terms of this Agreement and fails to cure such noncompliance within 
thirty (30) days of receipt from Company of notice of the specific 
failure of compliance; or

		(iii)  By the Employee at any time during the Term without 
any event of default; or

		(iv) By Employee upon an "event of default".  An "event of 
default" shall mean (i) the failure by Company to pay Employee any sum 
due hereunder within ten (10) days after Employee shall have delivered 
to Company written notice that such payment has become due, or (ii) the 
failure by Company to observe or perform any other material provision 
hereof for thirty (30) days after Employee shall have delivered to 
Company written notice of such failure; or (iii) default or breach by 
Steel Technologies Inc. ("Steel Tech") or Company, as the context 
permits, under the terms of the Stock Purchase Agreement dated effective 
as of April 1, 1997 (the "Stock Agreement") by and between Steel Tech, 
Employee and others, involving the purchase of all of the outstanding 
capital stock of Atlantic Coil Processing, Inc., a North Carolina 
corporation;  the Promissory Note dated April 1, 1997 by Steel Tech as 
Maker to Employee and others; the Employment Agreements dated effective 
April 1, 1997 between Company, Steel Tech and the respective Sellers;  
the Non Competition Agreements dated effective April 1, 1997 by and 
between Steel Tech and the respective Sellers or the Operating Lease 
dated effective April 1, 1997 by and between Company, Steel Tech, and 
the Landlord named therein (collectively "Closing Documents") and such 
default or breach is not cured within the earlier of the cure period 
provided therein, or in the absence of a cure period therein, within 
thirty (30) days after written notice to Steel Tech and Company.

	2.2.  If Employee's employment herein is terminated pursuant to 
Section 2.1 (i), (ii) or (iii) above prior to the end of the Term, 
Employee's salary and bonus shall be prorated for such portion of the 
Term as he was employed by the Company.  If Employee's employment is 
terminated for any reason other than pursuant to Section 2.1 (i),  (ii) 
or (iii) above, the Company shall pay to Employee his salary, vacation 
and other benefits hereunder as if Employee had been employed by the 
Company for the entire Term.  

The Term may be renewed for an additional year upon the expiration of 
the initial Term,  by the agreement of the parties.




	Section 3.  Compensation and Benefits.

	3.1.  	Salary. Employee shall be paid an annual salary of 
$100,000.  Payment of salary shall be payable in installments at such 
times as the Company customarily pays its other employees.

	3.2  	Other Benefits.  Employee shall receive the fringe benefits, 
perquisites, and other benefits of employment set forth herein, in the 
Company's employee handbook and such other or additional fringe 
benefits, prerequisites and other benefits of employment as may be 
provided by Company to its management employees from time to time shall 
continue during the Term of employment as set forth in Section 2.1 
hereof. In the event Employee's employment is terminated early pursuant 
to Section 2.1(i), (ii) or (iii) hereof, benefits will likewise 
terminate prospectively (subject to applicable law).  These benefits may 
be adjusted from time to time as determined by the Company's Board of 
Directors so long as coverages of a substantially similar nature are 
maintained at substantially the same cost to Employee.

	3.3	Employee shall be entitled to the same, or substantially the 
same health care, 401(k), life insurance, automobile, and club dues as 
currently provided to them, with the exception of a bonus compensation 
plan.  Buyer shall establish a bonus compensation plan specifically for 
Employee which will provide for awarding incentives specifically 
relating to the future performance of ACP with a guaranteed minimum of 
$25,000 per year for this three year period.

	Section 4.  Guaranty.   Steel Tech has joined in the execution of 
this Agreement for the purpose of absolutely and unconditionally 
guaranteeing the due and punctual performance of all of the obligations 
of Company under this Agreement as and when the same become due to be 
performed in accordance with the terms and provisions of this Agreement, 
including any assignment  modification, amendment or extension hereof .  
The obligation on the part of Steel Tech is a primary and not a 
secondary liability and obligation and Steel Tech will pay or perform 
the same immediately upon demand, without any requirement of recourse 
first being had against Company or any other person, firm or 
corporation.

	Section 5.   Miscellaneous.

	5.1.  	Binding Effect.  This Agreement shall inure to the 
benefit of and shall be binding upon Employee and his executor, 
administrator, heirs, personal representative and assigns, and the 
Company and its successors and assigns; provided, however, that Employee 
shall not be entitled to assign or delegate any of his rights or 
obligations hereunder without the prior written consent of the Company.

	5.2.  	Governing Law.  This Agreement shall be deemed to be 
made in, and in all respects shall be interpreted, construed and 
governed by and in accordance with, the laws of the State of North 
Carolina, without regard to conflicts of laws principles.

	5.3.  	Arbitration.  Any dispute or difference between the 
parties hereto arising out of or relating to this Agreement shall be 
finally settled by arbitration in accordance with the Commercial Rules 
of the American Arbitration Association by a one qualified arbitrator 
("Designated Arbitrator").  Each party shall choose an arbitrator and 
the Designated Arbitrator shall be chosen by the two so chosen.  If 
either party to the dispute or difference fails to choose an arbitrator 
within 30 days after notice of commencement of arbitration or if the two 
arbitrators fail to choose the Designated Arbitrator within 30 days 
after their appointment, the American Arbitration Association shall, 
upon the request of any party to the dispute or difference, administer 
the selection of the Designated Arbitrator. Arbitration proceedings 
hereunder may be initiated by any party making a written request to the 
American Arbitration Association, together with any appropriate filing 
fee, at the office of the American Arbitration Association in Charlotte, 
North Carolina.  All arbitration proceedings shall be held in Raleigh, 
North Carolina.  Any order or determination of the arbitral tribunal 
shall be final and binding upon the parties to the arbitration and may 
be entered in any court having jurisdiction.

	5.4.  	Headings.  The section and paragraph heading contained 
in this Agreement are for reference purposes only and shall not affect 
in any way the meaning or interpretation of this Agreement.

	5.5.  	Notices.  All notices, requests, consents and other 
communications hereunder shall be in writing, shall be addressed to the 
receiving party's address set forth below or to such other address as a 
party may designate by notice hereunder, and shall be either (i) 
delivered by hand, (ii) sent by recognized overnight courier, (iii) made 
by telecopy or facsimile transmission, or (iv) sent by registered or 
certified mail, return receipt requested, postage prepaid.

	If to the Company			Brad Ray
	or Steel Tech:				Steel Technologies Inc.
						15415 Shelbyville Road
						Louisville, KY 40245

	With a copy to:			John Baumann
						Steel Technologies Inc.
						15415 Shelbyville Road
						Louisville, KY  40245
						Fax:	502-245-0542

	If to the Employee:			H. Brooks Barwick, III
						Mark Calcutt
						Doug Apperson
						307 Industrial Drive
						Clinton, NC  28328	

	With a copy to:			William M. Black, Jr.
						7200 Stonehenge Drive, Suite 206
						P.O. Box 19866
						Raleigh, NC 27619
						Fax:	919-676-5584

All notices, requests, consents and other communications hereunder shall 
be deemed to have been given (i) if by hand, at the time of the delivery 
thereof to the receiving party at the address of such party set forth 
above, (ii) if sent by overnight courier, on the next business day 
following the day such notice is delivered to the courier service, (iii) 
if made by telecopy or facsimile transmission, at the time the receipt 
thereof has been acknowledged by electronic confirmation or otherwise, 
or (iv) if sent by registered or certified mail, on the fifth business 
day following the day such mailing is sent.

	Any party to this Agreement may change his or its address upon 
written notice delivered pursuant to this Section.

	4.6	Entire Agreement.  This Agreement is intended by the parties 
hereto to be the final expression of their agreement with respect to the 
subject matter hereof and is the complete and exclusive statement of the 
terms thereof notwithstanding any representations, statements or 
agreements to the contrary heretofore made.  This Agreement may be 
modified only by a written instrument signed by each of the parties 
hereto.


[SIGNATURE PAGE FOLLOWS]

	IN WITNESS WHEREOF, the Company and Steel Tech have each caused 
its duly authorized officer to execute this Agreement and the Employee 
has executed this Agreement as of the date first above written.

						EMPLOYEE:
						
					
                                                                   
	
						 ("Employee")
					
						
						ATLANTIC COIL PROCESSING INC.
						

	By: ____________________________________  
						       John Baumann
						
	Title: Corporate Counsel



	STEEL TECHNOLOGIES INC.


	By:______________________________
	Title:___________________________

EMPLOYMENT AGREEMENT

	THIS AGREEMENT ("Agreement") is made and entered into April 1, 
1997, and effective as of the commencement of business on April 1, 1997 
(the "Effective Date") by and between Jerry Richmond ("Employee"), and 
ATLANTIC COIL PROCESSING, INC., a North Carolina corporation 
(hereinafter referred to as the "Company") and STEEL TECHNOLOGIES INC., 
a Kentucky corporation, which has joined this Agreement for the purpose 
of guaranteeing the obligations of Company as set forth herein.

PRELIMINARY STATEMENTS

	As of the Effective Date, Steel Technologies Inc., a Kentucky 
corporation ("Steel Tech"), has acquired all of the outstanding shares 
of capital stock of the Company pursuant to a certain Stock Purchase 
Agreement (the "Purchase Agreement"), between Steel Tech, Employee and 
the other shareholders of the Company.

		Prior to the Effective Date, the Employee, in addition to 
being a shareholder of the Company, was a director, and employee of the 
Company and desires to continue to be employed by the Company.

	The Company has agreed to employ Employee on the terms and 
conditions hereinafter set forth.

	NOW THEREFORE, in consideration of the premises and mutual 
promises and agreements contained herein, the parties hereto, intending 
to be legally bound, hereby agree as follows:

	Section 1.  Employment.  Subject to the terms hereof, the Company 
hereby agrees to employ Employee, and Employee hereby accepts such 
employment.  Employee shall serve as an employee of the Company during 
the Term (as defined in Section 2.1) of this Agreement, subject to the 
direction of the Boards of Directors of the Company and Steel Tech.  
Notwithstanding the foregoing, employee shall devote only such business 
time and efforts to rendering services on behalf of the Company 
consistent with his current duties and responsibilities and without 
obligation to account for his time except as currently required.

	Section 2.  Term.

	2.1.  The term of Employee's employment hereunder shall be from 
April 1, 1997 through and including March 31, 1998, (the "Term") unless 
terminated prior thereto upon the occurrence of any of the following:

The Company's termination of Employee's employment hereunder, upon prior 
written notice to Employee, for "good cause."  For the purposes of this 
Agreement, "good cause" for termination of Employee's employment shall 
exist only if (a) Employee is convicted of, pleads guilty to, or 
confesses to any act of fraud against the Company, misappropriation or 
embezzlement against the Company or to any felony against the Company, 
(b) Employee has engaged in a dishonest or disloyal act against and to 
the material damage or prejudice of the Company, or (c) Employee 
otherwise fails to comply with the material terms of this Agreement and 
fails to cure such noncompliance within thirty (30) days of receipt from 
Company of notice of the specific failure of compliance; or

	(ii)  	By the Employee at any time during the Term without 
any event of default.

	(iii)	By Employee upon an "event of default".  An "event of 
default" shall mean (i) the failure by Company to pay Employee any sum 
due hereunder within ten (10) days after Employee shall have delivered 
to Company written notice that such payment has become due, or (ii) the 
failure by Company to observe or perform any other material provision 
hereof for thirty (30) days after Employee shall have delivered to 
Company written notice of such failure; or (iii) default or breach by 
Steel Technologies Inc. ("Steel Tech") or Company, as the context 
permits, under the terms of the Stock Purchase Agreement dated effective 
as of April 1, 1997 (the "Stock Agreement") by and between Steel Tech, 
Employee and others, involving the purchase of all of the outstanding 
capital stock of Atlantic Coil Processing, Inc., a North Carolina 
corporation;  the Promissory Note dated April 1, 1997 by Steel Tech as 
Maker to Employee and others; the Employment Agreements dated effective 
April 1, 1997 between Company, Steel Tech and the respective Sellers;  
the Non Competition Agreements dated effective April 1, 1997 by and 
between Steel Tech and the respective Sellers or the Operating Lease 
dated effective April 1, 1997 by and between Company, Steel Tech, and 
the Landlord named therein (collectively "Closing Documents") and such 
default or breach is not cured within the earlier of the cure period 
provided therein, or in the absence of a cure period therein, within 
thirty (30) days after written notice to Steel Tech and Company.

	2.2.  If Employee's employment herein is terminated pursuant to 
Section 2.1(i) or (ii) above prior to the end of the Term, Employee's 
salary shall be prorated for such portion of the Term as he was employed 
by the Company.  If Employee's employment is terminated for any reason 
other than pursuant to Section 2.1(i) or (ii) above, the Company shall 
pay to Employee his salary, vacation and other benefits hereunder as if 
Employee had been employed by the Company for the entire Term.  

	2.3.  The Term shall not renew. 

	Section 3.  Compensation and Benefits.

	3.1.  Salary. Employee shall be paid an annual salary of $125,000.  
Payment of salary shall be payable in installments at such times as the 
Company customarily pays its other employees.

	3.2  Other Benefits. Employee will receive the same, or 
substantially the same health care currently provided to him.  Upon 
separation from employment, Company shall be responsible for and timely 
pay Employee's first twelve months of COBRA payments and all related 
administrative expenses.  Employee shall be entitled to the same or 
substantially the same automobile as currently provided to him from 
April 1, 1997 until March 1, 1999.   In the event Employee's employment 
is terminated early pursuant to Section 2.1(i) or (ii) hereof, benefits 
will likewise terminate prospectively (subject to applicable law).  
These benefits may be adjusted from time to time as determined by the 
Company's Board of Directors so long as coverages of a substantially 
similar nature are maintained at substantially the same cost to 
Employee.

	Section 4.  Guaranty.   Steel Tech has joined in the execution of 
this Agreement for the purpose of absolutely and unconditionally 
guaranteeing the due and punctual performance of all of the obligations 
of Company under this Agreement as and when the same become due to be 
performed in accordance with the terms and provisions of this Agreement, 
including any assignment  modification, amendment or extension hereof .  
The obligation on the part of Steel Tech is a primary and not a 
secondary liability and obligation and Steel Tech will pay or perform 
the same immediately upon demand, without any requirement of recourse 
first being had against Company or any other person, firm or 
corporation.

	Section 5.   Miscellaneous.

	5.1.  	Binding Effect.  This Agreement shall inure to the 
benefit of and shall be binding upon Employee and his executor, 
administrator, heirs, personal representative and assigns, and the 
Company and its successors and assigns; provided, however, that Employee 
shall not be entitled to assign or delegate any of his rights or 
obligations hereunder without the prior written consent of the Company.

	5.2.  	Governing Law.  This Agreement shall be deemed to be 
made in, and in all respects shall be interpreted, construed and 
governed by and in accordance with, the laws of the State of North 
Carolina, without regard to conflicts of laws principles.

	5.3.  	Arbitration.  Any dispute or difference between the 
parties hereto arising out of or relating to this Agreement shall be 
finally settled by arbitration in accordance with the Commercial Rules 
of the American Arbitration Association by a one qualified arbitrator 
("Designated Arbitrator").  Each party shall choose an arbitrator and 
the Designated Arbitrator shall be chosen by the two so chosen.  If 
either party to the dispute or difference fails to choose an arbitrator 
within 30 days after notice of commencement of arbitration or if the two 
arbitrators fail to choose the Designated Arbitrator within 30 days 
after their appointment, the American Arbitration Association shall, 
upon the request of any party to the dispute or difference, administer 
the selection of the Designated Arbitrator. Arbitration proceedings 
hereunder may be initiated by any party making a written request to the 
American Arbitration Association, together with any appropriate filing 
fee, at the office of the American Arbitration Association in Charlotte, 
North Carolina.  All arbitration proceedings shall be held in Raleigh, 
North Carolina.  Any order or determination of the arbitral tribunal 
shall be final and binding upon the parties to the arbitration and may 
be entered in any court having jurisdiction.

	5.4.  	Headings.  The section and paragraph heading contained 
in this Agreement are for reference purposes only and shall not affect 
in any way the meaning or interpretation of this Agreement.

	5.5.  	Notices.  All notices, requests, consents and other 
communications hereunder shall be in writing, shall be addressed to the 
receiving party's address set forth below or to such other address as a 
party may designate by notice hereunder, and shall be either (i) 
delivered by hand, (ii) sent by recognized overnight courier, (iii) made 
by telecopy or facsimile transmission, or (iv) sent by registered or 
certified mail, return receipt requested, postage prepaid.

	If to the Company			Brad Ray
	or Steel Tech:				Steel Technologies Inc.
						15415 Shelbyville Road
						Louisville, KY 40245

	With a copy to:			John Baumann
						Steel Technologies Inc.
						15415 Shelbyville Road
						Louisville, KY  40245
						Fax:	502-245-0542

	If to the Employee:			Jerry Richmond			
								195 Magnolia Dive		
									P.O. Box 4322
						Ormond Beach, FL 32176	

	With a copy to:			William M. Black, Jr.
						7200 Stonehenge Drive, Suite 206
						P.O. Box 19866
						Raleigh, NC 27619
						Fax:	919-676-5584

All notices, requests, consents and other communications hereunder shall 
be deemed to have been given (i) if by hand, at the time of the delivery 
thereof to the receiving party at the address of such party set forth 
above, (ii) if sent by overnight courier, on the next business day 
following the day such notice is delivered to the courier service, (iii) 
if made by telecopy or facsimile transmission, at the time the receipt 
thereof has been acknowledged by electronic confirmation or otherwise, 
or (iv) if sent by registered or certified mail, on the fifth business 
day following the day such mailing is sent.

	Any party to this Agreement may change his or its address upon 
written notice delivered pursuant to this Section.

	4.6	Entire Agreement.  This Agreement is intended by the parties 
hereto to be the final expression of their agreement with respect to the 
subject matter hereof and is the complete and exclusive statement of the 
terms thereof notwithstanding any representations, statements or 
agreements to the contrary heretofore made.  This Agreement may be 
modified only by a written instrument signed by each of the parties 
hereto.


						EMPLOYEE:
						
					
	_________________________________________
                                                                          
Jerry F. Richmond	
											
	
												
						ATLANTIC COIL PROCESSING INC.
						
	By:	___________________________________          	John Baumann
	Title: Corporate Counsel



	STEEL TECHNOLOGIES INC.

	By:___________________________________
	Title:__________________

	EXHIBIT C(1) PRIVATE   

	NONCOMPETITION AGREEMENT

	THIS AGREEMENT ("Agreement") is made and entered into April 1, 
1997 and effective as of the commencement of business on April 1, 1997 
(the "Effective Date"), by and between Brooks Barwick/ Doug 
Apperson/Mark Calcutt (the "Shareholder"), and Steel Technologies Inc., 
a Kentucky corporation ("Steel Tech").

	PRELIMINARY STATEMENTS

	As of the Effective Date, Steel Tech has acquired all of the 
outstanding shares of capital stock of Atlantic Coil Processing, Inc., a  
North Carolina corporation, (the "Company") pursuant to a certain Stock 
Purchase Agreement (the "Purchase Agreement"), between Steel Tech, the 
Shareholder and the other shareholders of the Company.

		Prior to the Effective Date, the Shareholder, in addition to 
being a shareholder of the Company was a director, officer and employee 
of the Company and desires to enter into this Agreement to further 
induce Steel Tech to enter into the Purchase Agreement.

	NOW THEREFORE, in consideration of the premises and mutual 
promises and agreements contained herein, the parties hereto, intending 
to be legally bound, hereby agree as follows:

	Section 1.  Confidential Information and Non-Competition
			Covenant.

	1.1.  Confidential Information and Trade Secrets. In consideration 
of the rights granted to the Shareholder under the Purchase Agreement, 
the Shareholder hereby agrees that he shall hold in confidence all 
temporary help lists, customer lists, supplier lists, price lists, 
financial information, operating manual and forms, plans, notes, 
computer programs, systems and software (including, without limitation, 
documentation and related source and object codes), and all other 
knowledge or information of a confidential or proprietary nature with 
respect to the business of the Company (the "Proprietary Information"), 
and the Shareholder will not disclose, publish or make use of such 
knowledge or information.

	1.2.  Non-Competition.  The Company is engaged in steel processing 
and providing steel processing throughout the geographic area within a 
250-mile radius of the office locations set forth on Schedule 1.2 hereto 
(such geographic area being hereinafter referred to as the "Territory").  
The Shareholder acknowledges that the goodwill of the Company and 
marketing and support of services and products of the Company extends 
throughout the Territory.    If following the expiration of his three 
year employment contract, Shareholder is, for any reason, no longer an 
employee of Steel Tech or a Related Company, Steel Tech or a Related 
Company shall pay to Shareholder $50,000 a year for the two years 
immediately following separation from employment or if, following the 
expiration of a fourth year of employment with Steel Tech or a Related 
Company, Shareholder is for any reason no longer an employee of Steel 
Tech or a Related Company, Steel Tech or a Related Company shall pay to 
Shareholder $50,000 a year for the year immediately following their 
separation from employment; and in consideration of the payment(s) 
required above and expressly conditioned upon such payment, the 
Shareholder hereby agrees that for the respective two or one year 
periods specified above and, as applicable (the "Noncompete Period"), 
the Shareholder shall not (without the prior written consent of the 
Company), in any manner, directly or indirectly,

		(i)  engage in, have any equity or profit interest in, make 
any loan to or for the benefit of, guaranty the repayment of any funds 
by, or render services of any executive, advertising, marketing, sales, 
administrative, supervisory, engineering, computer program or system 
development, maintenance or consulting nature to any business conducting 
operations in the Territory which are competitive with the business 
activities being directly engaged in by the Company as of the date of 
this Agreement; or

		(ii)  solicit to employ, on his own behalf or on behalf of 
any other person, firm or corporation, any person who was employed by 
the Company or a Related Company as of the Effective Date hereof and who 
has not thereafter ceased to be employed by the Company or a Related 
Company for a period of at least one year.

	As used in this Section 1, the term "Related Company" shall mean 
Steel Tech, any subsidiary of Steel Tech or any other corporation 
(including Atlantic Coil Processing, Inc.), twenty percent of whose 
stock is owned by Steel Tech, and any other corporation owning at least 
20 percent of the capital stock of Steel Tech, any subsidiary thereof, 
and any successor to any of them.

	Notwithstanding anything contained herein to the contrary, the 
Shareholder shall not be prohibited from owning, directly or indirectly, 
up to 5% of the outstanding equity interest of any company, which is in 
competition with Steel Tech and the stock of which is publicly traded.

	1.3.  Severability. If a judicial determination is made that any 
of the provisions of this Section 1 constitutes an unreasonable or 
otherwise unenforceable restriction against the  Shareholder, the 
provisions of this Section 1 shall be rendered void only to the extent 
that such judicial determination finds such provisions to be 
unreasonable or otherwise unenforceable.  In this regard, the parties 
hereto hereby agree that any judicial authority construing this 
Agreement shall be empowered to sever any portion of the Territory or 
any prohibited business activity from the coverage of this Section 1, 
and to reduce the duration of the Noncompete Period and to apply the 
provisions of this Section 1 to the remaining portion of the Territory 
or the remaining business activities not to be severed by such judicial 
authority and to the duration of the Noncompete Period as reduced by 
judicial determination.

	1.4.  Injunctive Relief.  The Shareholder hereby agrees that any 
breach or threatened breach by the Shareholder of Sections 1.1 or 1.2 of 
this Agreement will irreparably injure the Company and that any remedy 
at law for any breach or threatened breach by the  Shareholder of the 
provisions contained in Sections 1.1 and 1.2 hereof shall be inadequate, 
and that the Company shall be entitled to injunctive relief in addition 
to any other remedy it might have under this Agreement or at law or in 
equity.  The  Shareholder further agrees that the grant of such 
injunctive relief and the enforcement of the terms of this Agreement 
shall not deprive him of his ability to earn a living.

	1.5	Cross Default.	 Steel Tech shall be in default and breach 
of this Agreement upon default or breach by Steel Tech or Company, as 
the context permits, under the terms of the Stock Purchase Agreement 
dated effective as of April 1, 1997 (the "Stock Agreement") by and 
between Steel Tech, Shareholder and others, involving the purchase of 
all of the outstanding capital stock of Atlantic Coil Processing, Inc., 
a North Carolina corporation; the Promissory Note dated April 1, 1997 by 
Steel Tech as Maker to Shareholders and others; the Employment 
Agreements dated effective April 1, 1997 between Company, Steel Tech and 
the  respective Sellers;  the Non Competition Agreements dated effective 
April 1, 1997 by and between Steel Tech and the respective Sellers or 
the Operating Lease dated effective April 1, 1997 by and between 
Company, Steel Tech, and the Landlord named therein (collectively 
"Closing Documents") and such default or breach is not cured within the 
earlier of the cure period provided therein, or in the absence of a cure 
period provided therein, within thirty (30) days after written notice to 
Steel Tech and Company.

	Section 2.  Miscellaneous.

	2.1.  Binding Effect.  This Agreement shall inure to the benefit 
of and shall be binding upon the Shareholder and his executor, 
administrator, heirs, personal representative and assigns, and the 
Company and its successors and assigns.  The Company is a third party 
beneficiary of this Agreement.

	2.2.  Governing Law.  This Agreement shall be deemed to be made 
in, and in all respects shall be interpreted, construed and governed by 
and in accordance with, the laws of the State of North Carolina, without 
regard to conflicts of laws principles.

	2.3.  Headings.  The section and paragraph heading contained in 
this Agreement are for reference purposes only and shall not affect in 
any way the meaning or interpretation of this Agreement.

	2.4.  Notices.  All notices, requests, consents and other 
communications hereunder shall be in writing, shall be addressed to the 
receiving party's address set forth below or to such other address as a 
party may designate by notice hereunder, and shall be either (i) 
delivered by hand, (ii) sent by recognized overnight courier, (iii) made 
by telecopy or facsimile transmission, or (iv) sent by registered or 
certified mail, return receipt requested, postage prepaid.




	If to Steel Tech or Company:

		Brad Ray
		Steel Technologies Inc.
		15415 Shelbyville Road
		Louisville, KY  40245

	With a copy to:

		John Baumann
		Steel Technologies Inc.
		15415 Shelbyville Road
		Louisville, KY  40245
		Fax: 502-245-0542

	If to the Shareholder:

		H. Brooks Barwick, III
		Mark Calcutt
		Doug Apperson
		307 Industrial Drive
		Clinton, NC 28328
		
  	With a Copy to:

		William M. Black, Jr.
		7200 Stonehenge Drive, Suite 206
		P.O. Box 19866
		Raleigh, NC 27619
		Fax: 919-676-5584
	
All notices, requests, consents and other communications hereunder shall 
be deemed to have been given (i) if by hand, at the time of the delivery 
thereof to the receiving party at the address of such party set forth 
above, (ii) if sent by overnight courier, on the next business day 
following the day such notice is delivered to the courier service, (iii) 
if made by telecopy or facsimile transmission, at the time the receipt 
thereof has been acknowledged by electronic confirmation or otherwise, 
or (iv) if sent by registered or certified mail, on the fifth business 
day following the day such mailing is sent.

	Any party to this Agreement may change his or its address upon 
written notice delivered pursuant to this Section.

	2.5.  Entire Agreement.  This Agreement is intended by the parties 
hereto to be the final expression of their agreement with respect to the 
subject matter hereof and is the complete and exclusive statement of the 
terms thereof notwithstanding any representations, statements or 
agreements to the contrary heretofore made.  This Agreement may be 
modified only by a written instrument signed by each of the parties 
hereto.

	IN WITNESS WHEREOF, Steel Tech has caused its duly authorized 
officer to execute this Agreement and the Shareholder has executed this 
Agreement as of the date first above written.

						SHAREHOLDER:
						
                                                                            
________________________________	
						("Shareholder")
					
					
						STEEL TECHNOLOGIES INC.
						
					
	By:	_______________________________  	
							Title:  
	EXHIBIT C(2)	

	NONCOMPETITION AGREEMENT

	THIS AGREEMENT ("Agreement") is made and entered into April 1, 
1997 and effective as of the commencement of business on April 1, 1997 
(the "Effective Date"), by and between Jerry Richmond (the 
"Shareholder"), and Steel Technologies Inc., a Kentucky corporation 
("Steel Tech").

PRELIMINARY STATEMENTS

	As of the Effective Date, Steel Tech has acquired all of the 
outstanding shares of capital stock of Atlantic Coil Processing, Inc., a  
North Carolina corporation, (the "Company") pursuant to a certain Stock 
Purchase Agreement (the "Purchase Agreement"), between Steel Tech, the 
Shareholder and the other shareholders of the Company.

		Prior to the Effective Date, the Shareholder, in addition to 
being a shareholder of the Company was a director, officer and employee 
of the Company and desires to enter into this Agreement to further 
induce Steel Tech to enter into the Purchase Agreement.

	NOW THEREFORE, in consideration of the premises and mutual 
promises and agreements contained herein, the parties hereto, intending 
to be legally bound, hereby agree as follows:

	Section 1.  Confidential Information and Non-Competition
			Covenant.

	1.1. 	 Confidential Information and Trade Secrets. In 
consideration of the rights granted to the Shareholder under the 
Purchase Agreement, the Shareholder hereby agrees that he shall hold in 
confidence all temporary help lists, customer lists, supplier lists, 
price lists, financial information, operating manual and forms, plans, 
notes, computer programs, systems and software (including, without 
limitation, documentation and related source and object codes), and all 
other knowledge or information of a confidential or proprietary nature 
with respect to the business of the Company (the "Proprietary 
Information"), and the Shareholder will not disclose, publish or make 
use of such knowledge or information.

	1.2.  	Non-Competition.  The Company is engaged in providing 
steel processing throughout the geographic area within a 250-mile radius 
of the office locations set forth on Schedule 1.2 hereto (such 
geographic area being hereinafter referred to as the "Territory").  The 
Shareholder acknowledges that the goodwill of the Company and marketing 
and support of services and products of the Company extends throughout 
the Territory.  In consideration of the rights granted to the 
Shareholder under the Purchase Agreement, the Shareholder hereby agrees 
that for the period commencing on April 1, 1997 and extending for two 
years from such date (the "Noncompete Period"), the Shareholder shall 
not (without the prior written consent of the Company), in any manner, 
directly or indirectly,

		(i)  	engage in, have any equity or profit interest in, make 
any loan to or for the benefit of, guaranty the repayment of any funds 
by, or render services of any executive, advertising, marketing, sales, 
administrative, supervisory, engineering, computer program or system 
development, maintenance or consulting nature to any business conducting 
operations in the Territory which are competitive with the business 
activities being directly engaged in by the Company as of the date of 
this Agreement; or

		(ii)  	solicit to employ, on his own behalf or on 
behalf of any other person, firm or corporation, any person who was 
employed by the Company or a Related Company as of the Effective Date 
hereof and who has not thereafter ceased to be employed by the Company 
or a Related Company for a period of at least one year.

	As used in this Section 1, the term "Related Company" shall mean 
Steel Tech, any subsidiary of Steel Tech or any other corporation 
(including Atlantic Coil Processing, Inc.), twenty percent of whose 
stock is owned by Steel Tech, and any other corporation owning at least 
20 percent of the capital stock of Steel Tech, any subsidiary thereof, 
and any successor to any of them.

	Notwithstanding anything contained herein to the contrary, the 
Shareholder shall not be prohibited from owning, directly or indirectly, 
up to 5% of the outstanding equity interest of any company, which is in 
competition with Steel Tech and the stock of which is publicly traded.

	The parties agree and acknowledge that Shareholder is an owner and 
is otherwise actively involved in Forma-Fab Metals, Inc. with its 
principal office in Mebane, North Carolina and which carries on the 
business of a sheet metal job shop and the parties further agree and 
acknowledge that, notwithstanding anything herein to the contrary,  
Shareholder's ownership, service as a director, officer and/or employee 
and other activities for and on behalf of Forma-Fab Metals, Inc. or its 
successors are not prohibited by this Agreement, Forma-Fab Metals, Inc. 
being expressly excepted from the application of this Agreement.

	1.3.  	Severability. If a judicial determination is made that 
any of the provisions of this Section 1 constitutes an unreasonable or 
otherwise unenforceable restriction against the  Shareholder, the 
provisions of this Section 1 shall be rendered void only to the extent 
that such judicial determination finds such provisions to be 
unreasonable or otherwise unenforceable.  In this regard, the parties 
hereto hereby agree that any judicial authority construing this 
Agreement shall be empowered to sever any portion of the Territory or 
any prohibited business activity from the coverage of this Section 1, 
and to reduce the duration of the Noncompete Period and to apply the 
provisions of this Section 1 to the remaining portion of the Territory 
or the remaining business activities not to be severed by such judicial 
authority and to the duration of the Noncompete Period as reduced by 
judicial determination.
	1.4.  	Injunctive Relief.  The Shareholder hereby agrees that 
any breach or threatened breach by the Shareholder of Sections 1.1 or 
1.2 of this Agreement will irreparably injure the Company and that any 
remedy at law for any breach or threatened breach by the  Shareholder of 
the provisions contained in Sections 1.1 and 1.2 hereof shall be 
inadequate, and that the Company shall be entitled to injunctive relief 
in addition to any other remedy it might have under this Agreement or at 
law or in equity.  The  Shareholder further agrees that the grant of 
such injunctive relief and the enforcement of the terms of this 
Agreement shall not deprive him of his ability to earn a living.

	1.5	Cross Default.	 Steel Tech shall be in default and breach 
of this Agreement upon default or breach by Steel Tech or Company, as 
the context permits, under the terms of the Stock Purchase Agreement 
dated effective as of April 1, 1997 (the "Stock Agreement") by and 
between Steel Tech, Shareholder and others, involving the purchase of 
all of the outstanding capital stock of Atlantic Coil Processing, Inc., 
a North Carolina corporation; the Promissory Note dated April 1, 1997 by 
Steel Tech as Maker to Shareholders and others; the Employment 
Agreements dated effective April 1, 1997 between Company, Steel Tech and 
the  respective Sellers;  the Non Competition Agreements dated effective 
April 1, 1997 by and between Steel Tech and the respective Sellers or 
the Operating Lease dated effective April 1, 1997 by and between 
Company, Steel Tech, and the Landlord named therein (collectively 
"Closing Documents") and such default or breach is not cured within the 
earlier of the cure period provided therein, or in the absence of a cure 
period provided therein, within thirty (30) days after written notice to 
Steel Tech and Company.

	Section 2.  Miscellaneous.

	2.1.  	Binding Effect.  This Agreement shall inure to the 
benefit of and shall be binding upon the Shareholder and his executor, 
administrator, heirs, personal representative and assigns, and the 
Company and its successors and assigns.  The Company is a third party 
beneficiary of this Agreement.

	2.2. 	 Governing Law.  This Agreement shall be deemed to be made 
in, and in all respects shall be interpreted, construed and governed by 
and in accordance with, the laws of the State of North Carolina, without 
regard to conflicts of laws principles.

	2.3.  	Headings.  The section and paragraph heading contained 
in this Agreement are for reference purposes only and shall not affect 
in any way the meaning or interpretation of this Agreement.

	2.4.  	Notices.  All notices, requests, consents and other 
communications hereunder shall be in writing, shall be addressed to the 
receiving party's address set forth below or to such other address as a 
party may designate by notice hereunder, and shall be either (i) 
delivered by hand, (ii) sent by recognized overnight courier, (iii) made 
by telecopy or facsimile transmission, or (iv) sent by registered or 
certified mail, return receipt requested, postage prepaid.

	If to Steel Tech or Company:

		Brad Ray
		Steel Technologies Inc.
		15415 Shelbyville Road
		Louisville, KY  40245


	With a copy to:

		John Baumann
		Steel Technologies Inc.
		15415 Shelbyville Road
		Louisville, KY  40245
		Fax:	502-245-0542

	If to the Shareholder:

		Jerry Richmond
		195 Magnolia Drive
		PO Box 4322
		Ormond Beach, FL 31276

	With a copy to:	

		William M. Black, Jr.
		7200 Stonehenge Drive, Suite 206
		P.O. Box 19866
		Raleigh, NC 27619
		Fax:	919-676-5584

All notices, requests, consents and other communications hereunder shall 
be deemed to have been given (i) if by hand, at the time of the delivery 
thereof to the receiving party at the address of such party set forth 
above, (ii) if sent by overnight courier, on the next business day 
following the day such notice is delivered to the courier service, (iii) 
if made by telecopy or facsimile transmission, at the time the receipt 
thereof has been acknowledged by electronic confirmation or otherwise, 
or (iv) if sent by registered or certified mail, on the fifth business 
day following the day such mailing is sent.

	Any party to this Agreement may change his or its address upon 
written notice delivered pursuant to this Section.

	2.5 Entire Agreement.  This Agreement is intended by the parties 
hereto to be the final expression of their agreement with respect to the 
subject matter hereof and is the complete and exclusive statement of the 
terms thereof notwithstanding any representations, statements or 
agreements to the contrary heretofore made.  This Agreement may be 
modified only by a written instrument signed by each of the parties 
hereto.


[Signature page follows]

	IN WITNESS WHEREOF, Steel Tech has caused its duly authorized 
officer to execute this Agreement and the Shareholder has executed this 
Agreement as of the date first above written.

						SHAREHOLDER:
						
					
	_______________________________________
                                                                           
Jerry F. Richmond	
											
						
						 
						STEEL TECHNOLOGIES INC.
						
						
	By:	                                                                         
								
						
	Title:  ____________________________________
EXHIBIT D
OPERATING LEASE

THIS OPERATING LEASE ("Lease") is entered effective April 1, 1997,  
between Atlantic Properties, a North Carolina general partnership 
("Landlord") and Atlantic Coil Processing, Inc., a North Carolina 
corporation ("Tenant").   Steel Technologies, Inc., a Kentucky 
corporation has joined in the execution of this Lease for the purpose of 
guaranteeing the obligations of Tenant.

W I T N E S S E T H:

In consideration of the mutual covenants hereinafter contained, and each 
act performed hereunder by the parties, Landlord and Tenant agree as 
follows:

ARTICLE 1
EXHIBITS ATTACHED AND MEMORANDUM OF LEASE

Section 1.01.  Exhibits.  The following exhibits are attached to and 
made a part of this Lease:

(1)	Exhibit A.  Legal Description of the Demised Premises.

(2)	Exhibit B.  Specimen Memorandum of Lease.

Section 1.02.  Memorandum of Lease.  Landlord and Tenant agree not to 
place this Lease of record, but to execute, acknowledge and record a 
memorandum of lease containing the names of Landlord and Tenant, the 
specific legal description of the Demised Premises, the Term, and the 
purchase option.  Such memorandum of lease shall be substantially in the 
form of Exhibit B attached hereto and by reference made a part hereof.  
Landlord shall have the memorandum of lease recorded and supply the 
recorded copy to Tenant.  Upon the expiration of the Term or the earlier 
termination of the Lease, in either case without Tenant's exercise of 
its purchase option, Tenant agrees to execute and deliver to Landlord 
for filing such cancellation of Memorandum of Lease as Landlord may 
reasonably request.

ARTICLE 2
DEMISED PREMISES

Section 2.01.  Demised Premises.  Landlord hereby lets and demises to 
Tenant, and Tenant hereby leases from Landlord the premises described in 
Exhibit A attached hereto and by reference made a part hereof, such 
premises and the improvements thereon being hereafter referred to as the 
"Demised Premises."
ARTICLE 3
TERM

Section 3.01. Term.  The "Term" of this Lease shall be for a period of 
six (6) years beginning on April 1, 1997 and ending on March 31, 2003.


ARTICLE 4
RENT

Section 4.01.  Rental.  Tenant shall pay to Landlord throughout the 
Demised Term rental in the annual amount of $480,000 paid in equal 
monthly installments in advance on or before the first day of each 
calendar month during the Term of the Lease.  All rent payable by Tenant 
shall be without previous demand, setoff or deduction.  All rent shall 
be paid to Landlord at the address to which notices to Landlord are 
given as set forth in the paragraph entitled "Notices" hereunder.  In 
addition to such remedies as may be provided under the default 
provisions of this Lease or otherwise, herein, at law or in equity, 
Landlord shall be entitled to a late charge of two percent (2%) of the 
amount of the monthly rent if not received  within 3 days of when due, 
and a charge of  two percent (2%) of the monthly rent for any check 
given by Tenant not paid when first presented by Landlord.

Section 4.02	Additional Rent.  Tenant shall pay Landlord as 
"Additional Rent", as the same shall become due, taxes and insurance for 
the Demised Premises and all other amounts, liabilities and obligations 
which Tenant assumes or agrees to pay or discharge pursuant to this 
Lease, together with all fines, penalties, interest and costs which may 
be added for non-payment or late payment thereof.
ARTICLE 5
TAXES

Section 5.01.  Real Estate Taxes.

(A)	As "Additional Rent",  Tenant shall directly pay and discharge as 
they become due, all taxes (including, without limitation, all real and 
personal property taxes and sales and use taxes), assessments (including 
assessments for benefits from public works or improvements, whether or 
not to be completed within the Term), levies, fees, water and sewer 
rents and charges, an all other governmental charges which are, at any 
time during the Term, imposed or levied upon or assessed against the 
Demised Premises or any part thereof or which arise in respect of the 
operation, possession, occupancy or use thereof.  Tenant agrees to 
furnish to Landlord, within thirty (30) days after written demand 
therefore, proof of the payment of all such taxes, assessments, levies, 
fees and similar charges.

(B)	Tenant shall have the right at its own expense to challenge any 
tax or assessment; such challenge will not, however, relieve Tenant's 
obligation to pay such taxes promptly when due.  If such challenge 
results in a reduction of taxes or assessments, Tenant shall be entitled 
to a refund of such reduction.

(C)	If this Lease expires or terminates before a tax or assessment 
bill is rendered for the year in which such expiration or termination 
occurs, Tenant shall pay to Landlord on January 1 of such year of 
expiration or termination the proportionate amount of the anticipated 
tax for the entire calendar year.  The said proportional amount shall be 
computed as a fraction the numerator of which shall be the number of 
months of the lease Term within the last calendar year and denominator 
of which shall be twelve (12).

ARTICLE 6
USE OF DEMISED PREMISES

Section 6.01.  Use.  The Demised Premises may be used by Tenant for any 
lawful purpose.  Tenant shall not use the Demised Premises in any manner 
that would constitute waste, nuisance, unreasonable annoyance to owners 
or occupants of adjacent properties or in any manner in material 
violation of any law, regulation, rule or ordinance of any public or 
private authority or any covenant, term or condition of any presently 
existing document which is recorded in the land records of the county 
and state in which the Demised Premises are located and which affect the 
Demised Premises or the use thereof nor in any manner which might 
invalidate insurance carried by either Landlord or Tenant.

	ARTICLE 7
	TENANT'S ACCEPTANCE

Upon its occupancy of the Demised Premises, Tenant represents to 
Landlord that Tenant has examined and inspected the same, finds the 
Demised Premises to be substantially as represented by Landlord and 
reasonably satisfactory for Tenant's intended use and evidences Tenant's 
acceptance of the Demised Premises.

ARTICLE  8
UTILITY AND OTHER SERVICES

Section 8.01.  Payment by Tenant.  Payment for all water, gas, light, 
heat, telephone, electricity, power, other utility and communication 
services, waste disposal services and all other services rendered or 
used upon or in connection with the Demised Premises shall be made by 
Tenant. The parties acknowledge Landlord will not provide any services 
to the Demised Premises.

ARTICLE 9
MAINTENANCE/ REPAIR

Section 9.01.  Tenant's Obligation.  Tenant shall, at its sole expense, 
keep and maintain in good condition and repair and make all repair and 
replacements, structural and nonstructural,  to the interior and 
exterior of the Demised Premises. Tenant shall comply with the 
directions of proper public officers as to the maintenance of the 
Demised Premises and shall comply with all health and police regulations 
applicable to or affecting the Demised Premises.  Nothing in this 
provision defining the duty of maintenance and repair hall be construed 
as limiting any right given elsewhere in this Lease to alter, modify, 
demolish, remove or replace any improvement.

ARTICLE 10
CONSTRUCTION

Section 10.01.  Construction by Tenant.  With the written consent of 
Landlord and upon submission of plans, specifications and other 
documentary submittals appropriate to the scope of work proposed by 
Tenant, at any time and from time to time during the Term, Tenant may, 
but is not obligated to, construct or otherwise make new improvements on 
any part or all of the Demised Premises and to demolish, remove, 
replace, alter, relocate, reconstruct, or add to any existing 
improvements in whole or in part, and to modify or change the contour or 
grade, or both, of the land, provided Tenant is not then in default 
under any condition or provision of this Lease and provided further that 
such new improvements or other construction activities are completed in 
a good and workmanlike manner, in compliance with all local code, law 
and regulation and in a lien-free condition.  All such buildings and 
improvements constructed by Tenant shall be Landlord's property and 
shall remain Landlord's property upon the termination of this Lease.  
Tenant shall furnish evidence to Landlord that all claims for labor and 
materials furnished for such remodeling, alteration or addition have 
been paid or provided for.  Should Tenant fail to pay for such labor or 
materials or should any lien be filed against the Demised Premises and 
Tenant fail to secure the discharge of the lien within 30 days (whether 
by bond or otherwise) Landlord may pay such amount and add the cost 
thereof to the Additional Rent provided for herein.

ARTICLE 11
ALTERATIONS

Section 11.01.  Alterations by Tenant. Tenant shall have the right, at 
its sole expense, to make interior alterations to the Demised Premises 
of a non-structural nature without Landlord's consent provided Tenant 
performs the alterations in a good and workman like manner, in 
compliance with applicable laws, ordinances, orders, rules, regulations 
and requirements and in a lien-free condition.  Tenant shall furnish 
evidence to Landlord that all claims for labor and materials furnished 
for such alterations have been paid or provided for.  Should Tenant fail 
to pay for such labor or materials or should any lien be filed against 
the Demised Premises and Tenant failed to secure the discharge of the 
lien within 30 days (whether by bond or otherwise), Landlord may pay 
such amount and add the costs thereof to the Additional Rent provided 
for herein.

Section 11.02	Tenant's Trade Fixtures.    Tenant may, at its sole 
expense, install, assemble or place upon the Demised Premises any 
machinery, fixtures, furnishings and equipment used or useful in 
Tenant's business, and in each case upon compliance with Section 11.01.  
Such machinery, fixtures, furnishings and equipment shall be and remain 
the property of Tenant.  Tenant may remove the same from the Demised 
Premises at any time during the Term hereof or upon termination of the 
Lease and surrender of the Demised Premises provided, however, that 
Tenant shall promptly repair any damage to the Demised Premises 
resulting from such removal.  Landlord shall execute and shall use its 
best efforts to cause any mortgagee of Landlord to execute such waivers 
as Tenant may reasonably request as to liens and/or security interest 
against such trade fixtures, equipment and other personal property of 
Tenant.

	
ARTICLE 12
	LIENS

Tenant will not, directly or indirectly, create or permit to be created 
or to remain, and will discharge, within 30 dats, by bond or otherwise 
at Tenant's sole expense, any lien, encumbrance or other charge with 
respect to the Demised Premises or any part thereof or Tenant's interest 
therein.  Nothing contained in this Lease shall be construed as 
constituting the consent or request of Landlord, expressed or implied to 
or for the performance of any labor or services or the furnishing of any 
materials for any construction, alteration, addition, repair, or 
demolition of or to the Demised Premises or any part thereof by any 
contractor, subcontractor, laborer, materialman or vendor.  Notice is 
hereby given that Landlord will not be liable for any labor, services or 
materials furnished or to be furnished to or through Tenant and that no 
mechanics, materialmen or other liens for any such labor, services or 
materials shall attach to or affect the interest of Landlord in and to 
the Demised Premises.

	ARTICLE 13
	INDEMNIFICATION

Tenant agrees to pay, and to protect, indemnify and save Landlord 
harmless from and against any and all liabilities, losses, damages, 
costs, expenses (including reasonable attorney's fees and expenses) 
causes of action, suits, claims, demands or judgments of any nature 
whatsoever rising from (i) any injury to, or the death of, any person, 
or any damage to property on the Demised Premises or upon adjoining 
sidewalks, streets, or ways, or in any manner growing out of or 
connected with the use , non use, condition or occupancy of the Demised 
Premises or any part thereof, or resulting from the condition thereof or 
of adjoining sidewalks, streets, or ways; (ii) violation by Tenant of 
any restriction, statute, law, ordinance, or regulation in each case 
affecting the Demised Premises or any part thereof, or the ownership, 
occupancy or use thereof, or (iii) any negligence or tortuous act on the 
part of Tenant or any of its agents, contractors, licensees or invitees.  
In case any action, suit or proceeding is brought against Landlord by 
reason of any occurrence herein described, Tenant will, at its own 
expense, defend such action, suit, or proceeding with counsel reasonably 
acceptable to Landlord.

ARTICLE 14
INSURANCE

Section 14.01.  Fire and Extended Coverage.  

(A)	Throughout the Term, Tenant will maintain, at its sole expense, 
insurance on the Demised Premises of the following character:
 (i) 	Insurance against loss or damage by fire, lightning, wind-storms, 
hail, explosion, aircraft, smoke damage, vehicle damage, and other risks 
from time to time included under extended coverage policies and such 
other risks as are or shall customarily be insured against with respect 
to property that is similar to the Demised Premises, but, in any event, 
in amounts not less than the full insurable value of the Demised 
Premises.  The term "full insurable value," as used herein, means actual 
replacement value.

(ii) 	General public liability insurance against claims for bodily 
injury, death, or property damage occurring on, in, or about the Demised 
Premises and the adjoining streets, sidewalks, and passageways, such 
insurance to afford protection to Landlord of not less than Two Million 
Dollars ($2,000,000.00) per occurrence.  All such insurance may be 
maintained under general contractual liability policies, which policies 
shall cover the obligations of Tenant under the indemnification 
provisions  hereof.

(iii) 	Such other insurance on the Demised Premises in such amounts 
and against such other insurable hazards which at the time are commonly 
obtained in the case of property similar to the Demised Premises.

(B) 	The insurance referred to in this Section shall be written by 
companies of recognized financial standing which are authorized to do an 
insurance business in the state in which the Demised Premises are 
located, and such insurance shall name as the insured parties thereunder 
Landlord and Tenant, as their interests may appear.  Landlord shall not 
be required to prosecute any claim against, or to contest any settlement 
proposed by, any insurer, provided that Tenant may, at its expense, 
prosecute any such claim or contest any such settlement.  In such event, 
Tenant may bring such prosecution or contest in the name of Landlord, 
Tenant, or both, and Landlord will join therein at Tenant's written 
request upon the receipt by Landlord of an indemnity from Tenant against 
all costs, liabilities, and expenses, including reasonable attorneys' 
fees, in connection with such prosecution or contest.

 	(C) 	At the request of Landlord, every insurance policy referred 
to in clauses (i) through (iii) of this Section shall bear a first 
mortgagee endorsement in favor of the Landlord's lender.  Every such 
policy shall contain, to the extent obtainable, an agreement by the 
insurer that it will not cancel such policy except after 30 days' prior 
written notice to Landlord  and Landlord's lender, and that any loss 
otherwise payable thereunder shall be payable notwithstanding any act or 
negligence of Landlord or Tenant which might, absent such agreement, 
result in a forfeiture of all or a part of such insurance payment and 
notwithstanding (i) the occupancy or use of the Demised Premises for 
purposes more hazardous than permitted by the terms of such policy, or 
(ii) any change in title or ownership of the Demised Premises, including 
foreclosure or other action or proceeding taken by a secured lender.

 (D) 	Upon Landlord's request therefore, Tenant shall promptly deliver 
to Landlord sufficient proof of the insurance required to be carried by 
Tenant hereunder.  If Tenant fails to effect, maintain, or renew any 
insurance provided for in this Section or pay the premium therefor or 
deliver to Landlord any such proof of insurance, then, and in any of 
said events, Landlord, at its option, but without obligation so to do, 
may, upon ten (10) days' notice to Tenant, procure such insurance.  Any 
reasonable sums expended by Landlord to procure such insurance shall be 
Additional Rent hereunder and shall be repaid by Tenant within ten (10) 
days following the date on which such expenditure shall be made by 
Landlord.



	ARTICLE 15
	CASUALTY

If, during the term hereof, the Demised Premises or any part thereof 
shall be damaged or destroyed by fire or other casualty, and if the 
estimated cost of rebuilding, replacing, and repairing the same shall 
exceed the amount of insurance proceeds payable pursuant to this 
paragraph Tenant shall promptly notify Landlord thereof; and (whether or 
not such estimated cost shall exceed said amount) Tenant shall, with 
reasonable promptness and diligence, rebuild, replace, and repair any 
damage or destruction to the Demised Premises, at its expense, in 
conformity with this paragraph , in such manner as to restore the same 
to an economic unit having a fair market value not less than the fair 
market value of the Demised Premises immediately prior to such damage or 
destruction.

ARTICLE 16
DEFAULT AND REMEDIES

Section 16.01.  Default.

(a)	Any of the following occurrences or acts shall constitute an event 
of default under this Lease:

(i)	Any failure of Tenant to pay any Rent or Addition Rent due 
hereunder or to perform  any other of the terms or conditions of this 
Lease to be observed or performed by Tenant;

 (ii)	If Tenant or any guarantor of this Lease shall become bankrupt or 
insolvent or file any debtor proceedings to take or have taken against 
Tenant in any court pursuant to any statute either of the United States 
or of any state a petition in bankruptcy or insolvency or for 
reorganization or for the appointment of a receiver or trustee of all or 
a portion of Tenant's or any such guarantor's property, or if Tenant or 
any such guarantor makes an assignment for the benefit of creditors or 
petitions or enters into an arrangement, or composition for the benefit 
of creditors; or
(iii)	The Demised Premises shall have been abandoned;

(iv)	 default or breach by Steel Technologies Inc. or Tenant, as the 
context permits, under the terms of the Stock Purchase Agreement dated 
effective as of April 1, 1997 (the "Stock Agreement") by and between 
Steel Technologies Inc. and the Sellers named therein, involving the 
purchase of all of the outstanding capital stock of Atlantic Coil 
Processing, Inc., a North Carolina corporation; the Promissory Note 
dated April 1, 1997 by Steel Technologies Inc. as Maker to the Payees 
named therein; the Employment Agreements dated effective April 1, 1997 
between Company, Steel Technologies Inc. and the respective Employees 
named therein;  the Non Competition Agreements dated effective April 1, 
1997 by and between Steel Technologies Inc. and the  respective 
Shareholders named therein or this Operating Lease dated effective April 
1, 1997 by and between Company, Steel Technologies Inc., and the 
Landlord named herein (collectively "Closing Documents").
 		

(v)	PROVIDED, HOWEVER, Tenant shall not be in default hereunder until 
the earlier of the cure period, if any, specified in the closing 
documents or, in the absence of such cure period therein, until thirty 
(30) days after Landlord shall have delivered to Tenant and Steel 
Technologies Inc. written notice of any such event of default and Tenant 
shall fail to cure such default  within the applicable cure period and 
provided further that, if any default referred to in this Lease (but 
excluding defaults under the other Closing Documents) can not be 
reasonably be cured within such thirty (30) day period, Tenant shall not 
be in default if Tenant commences to cure the failure within such thirty 
(30) day period and thereafter diligently pursues the cure to 
completion.

(b) 	If an event of default shall have happened and be continuing, 
Landlord shall have the right, at its election, then, or at any time 
thereafter while such event of default shall continue, to give Tenant 
written notice of Landlord's intention to terminate the term of this 
Lease on a date specified in such notice.  Upon the giving of such 
notice, the Term hereof and the estate hereby granted shall expire and 
terminate on such date as fully and completely and with the same effect 
as if such date were the date herein before fixed for the expiration of 
the Term hereof, and all rights of Tenant hereunder shall expire and 
terminate and Tenant shall surrender possession and vacate the Demised 
Premises but Tenant shall remain liable as hereinafter provided.

(c) 	If an event of default shall have happened and be continuing, 
Landlord shall have the immediate right, whether or not the Term hereof 
shall have been terminated pursuant to this paragraph , to re-enter and 
repossess the Demised Premises with or without process of law, and 
remove all persons and property therefrom, without any liability to 
Tenant arising therefrom and store the same in a public warehouse at the 
cost and for the account of Tenant.  No such re-entry or taking of 
possession of the Demised Premises by Landlord shall be construed as an 
election on Landlord's part to terminate the Term hereof, unless a 
written notice of such intention be given to Tenant pursuant to this 
paragraph, or unless the termination hereof be decreed by a court of 
competent jurisdiction.

(d) 	At any time or from time to time after the repossession of the 
Demised Premises or any part thereof pursuant to this paragraph, whether 
or not the Term hereof shall have been terminated pursuant to this 
paragraph), Landlord may relet the Demised Premises for such term or 
terms (which may be greater than the Term of this Lease) and on such 
conditions and for such uses as Landlord reasonably deems advisable.

(e) 	No expiration or termination of the Term hereof pursuant to this 
paragraph, by operation of law or otherwise, and no repossession of the 
Demised Premises or any part thereof pursuant to this paragraph or 
otherwise, and no reletting of the Demised Premises or any part thereof 
pursuant to this paragraph, shall relieve Tenant of its liabilities and 
obligations hereunder, all of which shall survive such expiration, 
termination, repossession, or reletting.


(f) 	In the event of any expiration or termination of this Lease or 
repossession of the Demised Premises by reason of the occurrence of an 
event of default, Tenant will pay to Landlord the Rent, Additional Rent 
and other sums required to be paid by Tenant to and including the date 
of such expiration, termination, or repossession; and, thereafter, 
Tenant shall, until the end of what would have been the Term hereof in 
the absence of such expiration, termination, or repossession, and 
whether or not the Demised Premises shall have been relet, be liable to 
Landlord for, and shall pay to Landlord, as liquidated and agreed 
current damages: (i) the Rent, Additional Rent and other sums which 
would be payable hereunder by Tenant in the absence of such expiration, 
termination, or repossession, less (ii) the proceeds, if any, of any 
reletting pursuant to this paragraph, after deducting from such proceeds 
all of Landlord's expenses in connection with such reletting (including, 
without limitation, reasonable attorneys' fees).  Tenant will pay such 
current damages on the days on which the Rent would have been payable 
hereunder in the absence of such expiration, termination, or 
repossession, and Landlord shall be entitled to recover the same from 
Tenant on each such day.

(g) 	The words "enter," "re-enter," or "re-entry," as used in this 
paragraph, are not restricted to their technical meaning.

Section 16.02	Additional Rights of Landlord.  No right or remedy 
herein conferred upon or reserved to Landlord is intended to be 
exclusive of any other right or remedy, and each and every right and 
remedy shall be cumulative and in addition to any other right or remedy 
given hereunder or now or hereafter existing at law or in equity or by 
statute.  The failure of Landlord to insist at any time upon the strict 
performance of any covenant or agreement, or to exercise any option, 
right, power, or remedy contained herein shall not be construed as a 
waiver or a relinquishment thereof for the future.  A receipt by 
Landlord of any Rent or any other sum payable hereunder with knowledge 
of the breach of any covenant or agreement contained herein shall not be 
deemed a waiver of such breach, and no waiver by Landlord of any 
provision hereof shall be deemed to have been made unless expressed in 
writing and signed by Landlord.  In addition to other remedies provided 
herein, Landlord shall be entitled, to the extent permitted by law, to 
injunctive relief in case of the violation, or attempted or threatened 
violation, of any of the covenants, agreements, conditions, or 
provisions of this Lease, or to a decree compelling performance of any 
of the covenants, agreements, conditions, or provisions of this Lease, 
or to any other remedy allowed to Landlord at law or in equity.

Section 16.03.  Default in Performance of Landlord's Covenants.  In the 
event Landlord shall be in default on any of its covenants contained 
herein and such default continues for thirty (30) days after Tenant's 
service of written notice to Landlord pursuant to the notice section 
hereof of the existence of such default and Landlord is not diligently 
pursuing the cure of such default at the end of said thirty (30) day 
period, Tenant may perform any covenant of Landlord as to which Landlord 
is in default, and Tenant shall have the right to deduct from the rental 
provided for herein its costs and expenses paid out and expended.


	ARTICLE 17
	GUARANTEE

Section 17.01	Guaranty.  As an inducement to Landlord to execute 
this Lease, Steel Technologies does hereby absolutely and 
unconditionally guarantee the full performance and observance of all of 
the covenants, conditions and agreements provided to be performed and 
observed by Tenant hereunder, including, without limitation, the prompt 
payment of the Rent and Additional Rent and any and all other amounts 
provided in the Lease to be paid by Tenant.  Steel Technologies Inc. 
hereby waives notice of non payment, non performance or non observance 
and all other notices and all proof or demands.  Further, Steel 
Technologies Inc. expressly agrees and acknowledges that its obligations 
hereunder shall in no way be terminated, effected or impaired by  reason 
of the granting by Landlord of any indulgences to Tenant or by reason of 
the assertion against Tenant of any of the rights or remedies reserved 
to Landlord pursuant to the provisions of this Lease, or by the relief 
of the Tenant from any of Tenant's obligations under the Lease by 
operation of law or otherwise, the undersigned hereby waiving all 
suretyship defenses.  The undersigned further covenants and agrees that 
this guarantee obligation shall remain and continue in full force and 
effect and to  any renewal, modification or extension of the Lease, 
whether or not Steel Technologies Inc. shall have received any notice of 
or consented to such renewal, modification or extension.  Steel 
Technologies Inc. Further agrees that its liability hereunder shall be 
primary, and that in any right of action which shall accrue to Landlord 
under the Lease, Landlord may, at its option, proceed against Steel 
Technologies Inc. and Tenant, jointly or severally, and may proceed 
against Steel Technologies Inc. without having commenced any action 
against or having obtained any judgment against Tenant.  

ARTICLE 18
PURCHASE  OPTION

Section 18.01	Purchase Option Amount  Tenant has the option, but not 
the obligation, to purchase from Landlord the Demised Premises and all 
improvements including without limit 11, 12, 16 during the Term of the 
lease according to the following schedule: no option during the first 
lease year, no option during the second lease year, no option during the 
third lease year, $2,400,000 during the fourth lease year, $2,300,000 
during the fifth lease year and $3,000,000 during the sixth lease year.

Section 18.02	Payment of Purchase Option Amount  In the event that 
Tenant exercises its option to purchase from Landlord the Demised 
Premises by written notice within the option period: (a) the required 
payment shall be delivered to the Landlord by certified check, wire 
transfer, or other means of immediately available funds; and  (b) the 
conveyance shall be by General Warranty Deed free and clear of all liens 
and encumbrances,  and (c)  Closing shall be held within sixty (60) days 
of notice of exercise or such other period of time as the parties may 
agree.

ARTICLE 19
ENVIRONMENTAL MATTERS
(LANDLORD)

Section 19.01.  Environmental Laws and Hazardous Substances.  For 
purposes herein, the term "Environmental Law(s) shall mean any federal, 
state or local statute, law, ordinance, code, rule, regulation, order or 
decree regulating, relating to, or imposing liability or standards of 
conduct concerning any Hazardous Substance, as now or at any time 
hereinafter in effect. For purposes herein, the term "Hazardous 
Substance(s)" shall have the meaning ascribed in any Environmental Law 
to any hazardous, toxic or dangerous waste, substance, pollutant or 
material.

Section 19.02.  Compliance with Environmental Laws.  Landlord certifies 
that (i) Landlord will not violate, in connection with the use, 
ownership, maintenance or operation of the Demised Premises, any 
Environmental Law; (ii) Landlord, its agents, employees, and independent 
contractors will not receive, handle, use, store, treat, transport and 
dispose of any Hazardous Substances on Demised Premises.

Section 19.03.  Absence of Hazardous Substances.  Landlord certifies, 
based upon reasonable investigation, that neither Landlord nor any other 
person with Landlord's knowledge and/or control, including any previous 
owners or Landlords of the Demised Premises, has ever caused or 
permitted any Hazardous Substance to be placed, held, located or 
disposed of on, under or at the Demised Premises or any part thereof and 
neither the Demised Premises nor any part thereof has ever been used by 
Landlord or by any other person as a dump site or storage site, whether 
permanent or temporary, for any Hazardous Substance.

Section 19.04.  Absence of Litigation.  Landlord certifies, with respect 
to the Demised Premises, that it is not a party to any litigation or 
administrative proceeding, nor so far as is known by Landlord is any 
litigation or administrative proceeding threatened against it, which in 
either case asserts or alleges that (i) Landlord or any other person 
violated any Environmental Law, (ii) Landlord or any other person is 
required to clean up or take other response action due to the release or 
threatened release or transportation of any Hazardous Substance, or 
(iii) Landlord or any other person is required to pay all or a portion 
of the cost of any past, present or future cleanup or other response 
action which arises out of or is related to the release or threatened 
release or transportation of any Hazardous Substance.

Section 19.05.  Tanks.  There are not now, nor to Landlord's knowledge 
after reasonable investigation have there ever been, tanks or other 
facilities on, under, or at the Demised Premises which contained 
materials which, if known to be present in soils or groundwater, would 
require cleanup or other response action.  If there are no such tanks or 
other facilities, Landlord represents after reasonable investigation 
that nothing contained therein has ever been spilled, leaked or released 
into the environment, soil or groundwater and that such tanks or other 
facilities are in compliance with all Environmental Laws.

Section 19.06.  Notices or Other Information.  If Landlord acquires any 
knowledge of or receives any notice or other information regarding (i) 
the happening of any event involving any Hazardous Substance or (ii) any 
noncompliance with regard to any environmental, health or safety matter 
affecting the Demised Premises, Landlord shall immediately notify Tenant 
orally and in writing and provide Tenant with copies of any written 
notice or information.

Section 19.07.  Right of Mitigation.  Tenant shall have the right but 
not the obligation and without limitation of Tenant's rights under this 
Lease to take such actions as it deems necessary or advisable to clean 
up or otherwise deal with any Hazardous Substance or following receipt 
of any notice or information which, in the sole opinion of Tenant, could 
result in action against Landlord or Tenant. 


Section 19.08.  Indemnification.  Landlord hereby agrees to indemnify 
Tenant and Steel Tech and hold Tenant and Steel Tech harmless from and 
against any and all losses, liabilities, including strict liability, 
damages, injuries, expenses, including reasonable attorneys' fees, 
claims for damage to the environment, claims for fines or civil 
penalties, costs of any settlement or judgment and claims of any and 
every kind whatsoever paid, incurred or suffered by, or asserted 
against, Tenant or Steel Tech by any person or entity or governmental 
agency for, with respect to, or as a direct or indirect result of, the 
presence on or under the Demised Premises of, or the release or 
threatened release or transportation of, any Hazardous Substance or 
arising under any Environmental Law, regardless of whether or not caused 
by or within the control of Landlord and associated with Atlantic Coil 
Processing, Inc. and Landlord operation of the properties prior to the 
Lease Term.

Section 19.09.  Agreement to Update.  Landlord certifies that Landlord 
shall advise Tenant in writing as soon as Landlord becomes aware of any 
condition or circumstance which makes the environmental warranties, 
representations or certifications contained in this Section incomplete 
or inaccurate.

	ARTICLE 20
	ENVIRONMENTAL MATTERS
	(TENANT)

Section 20.01.  Environmental Laws and Hazardous Substances.  For 
purposes herein, the term "Environmental Law(s) shall mean any federal, 
state or local statute, law, ordinance, code, rule, regulation, order or 
decree regulating, relating to, or imposing liability or standards of 
conduct concerning any Hazardous Substance, as now or at any time 
hereinafter in effect. For purposes herein, the term "Hazardous 
Substance(s)" shall have the meaning ascribed in any Environmental Law 
to any hazardous, toxic or dangerous waste, substance, pollutant or 
material.

Section 20.02.  Compliance with Environmental Laws.  Tenant certifies 
that (i) Tenant will not violate, in connection with the use, 
maintenance or operation of the Demised Premises, any Environmental Law; 
(ii) Tenant, its agents, employees, and independent contractors will not 
receive, handle, use, store, treat, transport and dispose of any 
Hazardous Substances on Demised Premises.

Section 20.03.  Notices or Other Information.  If Tenant acquires any 
knowledge of or receives any notice or other information regarding (i) 
the happening of any event involving any Hazardous Substance or (ii) any 
noncompliance with regard to any environmental, health or safety matter 
affecting the Demised Premises, Tenant shall immediately notify landlord 
orally and in writing and provide Landlord with copies of any written 
notice or information.

Section 20.04.  Right of Mitigation.    Landlord shall have the right 
but not the obligation and without limitation of Landlord's rights under 
this Lease to take such actions as it deems necessary or advisable to 
clean up or otherwise deal with any Hazardous Substance or following 
receipt of any notice or information which, in the sole opinion of 
Landlord, could result in action against Tenant or Landlord. 

Section 20.05.  Indemnification.  Tenant hereby agrees to indemnify 
Landlord and hold Landlord harmless from and against any and all losses, 
liabilities, including strict liability, damages, injuries, expenses, 
including reasonable attorneys' fees, claims for damage to the 
environment, claims for fines or civil penalties, costs of any 
settlement or judgment and claims of any and every kind whatsoever paid, 
incurred or suffered by, or asserted against, Landlord by any person or 
entity or governmental agency for, with respect to, or as a direct or 
indirect result of, the presence on or under the Demised Premises of, or 
the release or threatened release or transportation of, any Hazardous 
Substance or arising under any Environmental Law, regardless of whether 
or not caused by or within the control of Tenant and associated with 
Tenant's operation of the properties during the Lease Term.

ARTICLE 21
CONDEMNATION, ASSIGNMENT, SUBLEASE OR LICENSE

Section 21.01.  The Taking.  If the Demised Premises, or any part 
thereof, should be taken or condemned for public or quasipublic use 
under any statute or by the right of eminent domain, or in lieu thereof, 
if the Demised Premises are sold to a public body under threat or 
proposal of condemnation, or if the grade of any street or highway 
adjoining or abutting the Demised Premises is changed or access to such 
street or highway is limited by governmental decree or order so as to 
limit free ingress and egress to and from the Demised Premises or 
otherwise to affect materially and adversely the use of the Demised 
Premises, then Tenant, at its option, may terminate this Lease (except 
for purposes of pursuing its claims for damages as provided herein) and 
cease to pay rent as of the date possession is taken, and any award or 
settlement for damages or sale proceeds shall be distributed to the 
parties in proportion to the value of their respective interests in the 
Demised Premises.  In such taking, condemnation, change of grade, 
limitation of access or like proceeding, the parties thereto shall 
represent their own interests and shall present and prosecute their own 
claims for damages and neither party shall be liable to the other for 
any recovery obtained.

Section 21.02.  Tenant's Option.  In the event Tenant does not exercise 
its option to terminate as aforesaid, Tenant shall be entitled to a 
reduction of rental payments in proportion to the amount by which the 
gross area of the Demised Premises is reduced by such taking or loss and 
such reduction shall be retroactive to the date when Tenant was deprived 
of the full and complete use of all the Demised Premises.

Section 21.03.  More Than One Taking.  If more than one taking or 
condemnation occurs during the Demised Term, the rights of the parties, 
as provided in this Article, shall be determined as if all such takings 
or condemnations had all occurred at the time of the last taking, and 
the effect of all such takings or condemnations shall be considered 
cumulatively.

Section 21.04.  Assignment, Sublease or License.  Tenant may assign or 
sublease the Demised Premises, or any right or privilege connected 
therewith, or allow any other person to occupy the premises or any part 
thereof without first obtaining the written consent of Landlord, 
provided, however, that such assignment or sublease shall not affect 
Tenant's or Steel Tech'sliability hereunder.

ARTICLE 22
ESTOPPEL CERTIFICATE

Section 22.01	Tenant Estoppel Certificate.  Within thirty (30) days 
after written request from Landlord,  Tenant shall execute, acknowledge, 
and deliver to  Landlord an estoppel certificate certifying: (a) that 
this Lease is unmodified and in full effect (or, if there have been 
modifications, that this Lease is in full effect as modified, and 
setting forth such modifications); (b) the dates to which the Rent and 
other sums payable hereunder have been paid; (c) either stating that to 
the knowledge of the signer of such certificate, no default exists 
hereunder, or specifying each such default of which the signer may have 
knowledge; and (d) such other matters as may reasonably be requested by 
the other party, its lender, assignee or purchaser.  Any such estoppel 
certificate may be relied upon by any such lender, purchaser or assignee 
for estoppel purposes only.

	ARTICLE 23
	TRANSFER OF LANDLORD'S INTEREST

Section 23.01	Transfer of Landlord's Interest.	In the event of 
the sale, assignment or transfer by Landlord of its interest in the 
Leased Premises or in this Lease (other than a collateral assignment to 
secure a debt of Landlord) to an unrelated third party, Landlord shall 
thereupon be released or discharged from all of its covenants and 
obligations hereunder, except such obligations as shall have occurred 
prior to any such sale, assignment or transfer upon the written 
assumption of this Lease by such successor in interest; and Tenant 
agrees to look solely to such successor in interest of Landlord for 
performance of such obligations  Landlord shall thereby be discharged of 
any further obligations relating thereto.  Landlord's assignment of the 
Lease, or of any or all of its rights herein, shall in no matter affect 
Tenant's obligations hereunder.  Tenant shall thereafter attorn and look 
to such assignee, as Landlord, provided Tenant has first received 
written notice of such assignment of Landlord's interest.

	ARTICLE 24
	SUBORDINATION

Section 24.01.	 Subordination.	Tenant agrees that this Lease shall, 
at all times, be subject and subordinate to the lien of any mortgagee 
(which terms shall include all security instruments) that may be placed 
on the  Demised Premises by Landlord and Tenant agrees, upon demand, 
without cost, to execute any instrument that may be required to 
effectuate such subordination and will attorn to such mortgagee, 
provided however, such mortgagee agrees that, so long as Tenant shall 
not be in default under the terms of this Lease, said Lease shall not be 
terminated prior to the end of the Term nor shall any of Tenant's rights 
and obligations under this Lease be disturbed by any steps or 
proceedings taken by any mortgagee, lessor or other holder of a right of 
record effecting the real property in the exercise of any of its rights 
under the instrument wherein the right is authorized.
 
	ARTICLE 25
	SURRENDER OF PREMISES; REMOVAL OF TRADE FIXTURES

Section 25.01 	Surrender of Premises; Removal of Trade Fixtures. 

(a)	Tenant will deliver up the Demised Premises at the end of the term 
or any holdover period in good order and condition.

(b)	If no default or event of default hereunder has happened and is 
continuing, Tenant may, at any time during the term hereof, remove from 
the Demised Premises any trade fixtures, furnishings, machinery, or 
equipment belonging to Tenant or third parties, provided that Tenant 
shall promptly repair any damage to the Demised Premises caused by such 
removal.

	ARTICLE 26
	HOLDING OVER

Section 26.01 Holding Over.  In the event that Tenant remains in 
possession of the Demised Premises after the expiration or earlier 
termination of the term hereof, Tenant shall occupy the Demised Premises 
under a month to month tenancy subject to all of the conditions of this 
Lease insofar as the same are consistent with such tenancy, except that 
Tenant shall pay 125% of the Rent, plus any other sums payable 
hereunder.


ARTICLE 27
TENANT RIGHT TO TERMINATE

Section 27.01.  Tenant Right to Terminate.  Tenant shall have the right 
to terminate this Lease at any time within thirty (30) days of the date 
hereof by delivery of a written termination statement to Landlord, 
should Tenant be unable to obtain all governmental permits and/or 
approvals necessary for the operation of its business on the Demised 
Premises.  In the event of such termination, neither Landlord nor Tenant 
shall have further responsibility to the other.


ARTICLE 28
MISCELLANEOUS

Section 28.01.  Covenant of Title.  Landlord covenants, represents and 
warrants that it has full right and power to execute and perform its 
obligations under this Lease and to grant the estate demised herein and 
that Tenant, on payment of the rent herein reserved and performance of 
the covenants and agreements herein contained, shall peaceably and 
quietly have, hold and enjoy the Demised Premises during the Term 
without molestation or hindrance by any person, and, if at any time 
during the Term, the title of Landlord shall fail or it shall be 
discovered that its title does not enable Landlord to grant the term 
hereby demised, Tenant shall have the option at Landlord's expense to 
correct or contest such defect or action, or to annul and void this 
Lease with full reservation of its rights to damages, if any, against 
Landlord. 

Section 28.02.  Compliance with Law.  Upon receipt of notice from any 
duly constituted public authorities, Tenant shall comply with their 
lawful requirements and save Landlord harmless from penalties, fines, 
costs or damages resulting from Tenant's occupancy and use of the 
Demised Premises, provided such penalties, fines, costs or damages 
result from an act or omission of Tenant.  Landlord warrants to Tenant 
that the Demised Premises are in full compliance with all laws and 
regulations of governmental authorities at the inception of the Lease 
and will hold Tenant harmless for any violation not caused by Tenant and 
will proceed with reasonable diligence at its cost to correct any 
violation not caused by Tenant as provided above.

Section 28.03.  Relationship of Parties.  Nothing herein contained shall 
be deemed or construed by the parties hereto, nor by any third party, as 
creating the relationship of principal and agent, or of partnership, or 
of joint venture, between the parties hereto, if being agreed that 
neither the method of computation of rents nor any other provisions 
named herein, nor any acts of the parties herein, shall be deemed to 
create any relationship between the parties hereto other than the 
relationship of Landlord and Tenant.

Section 28.04.  Environmental Studies.  Tenant has caused appropriate 
environmental studies to be performed on the Demised Premises so as to 
determine the current environmental status of the properties.


Section 28.05.  Waiver.  No waiver of any condition or covenant of this 
Lease by either party shall be deemed to imply or constitute a further 
waiver of the same or any other condition or covenant of this Lease.

Section 28.06.  Successors.  This Lease shall inure to the benefit of 
and be binding upon the parties hereto, their respective heirs, personal 
representatives, successors and assigns.

Section 28.07.  Entirety, Severability and Law.  This Lease shall 
constitute the entire agreement between the parties and shall not be 
modified in any manner except by written instrument executed by the 
parties.  The invalidity or unperformability of any provision hereof 
shall not affect or impair any other provision hereof.  Each term and 
provision hereof shall be performed and enforced to the fullest extent 
permitted by and in accordance with North Carolina law.

  		Section 28.08	Force Majeure.  Landlord and Tenant shall 
be excused for the period of any delay in performance of any obligations 
hereunder when prevented from doing so by the wrongful or negligent acts 
or omissions of the other party or by causes beyond either party's 
reasonable control.

Section 28.09.	Entire Agreement.	This Lease Agreement shall be 
considered to be the only agreement between the parties hereto 
pertaining to the Demised Premises.  All negotiations and oral 
agreements acceptable to both parties are included herein.

Section 28.10.  Law of North Carolina.  This Lease shall be governed by 
the laws of the State of North Carolina.

Section 28.11.  Notices.  All notices, requests, consents, and other 
communications shall be in writing and shall be addressed to the 
receiving party's address by first-class mail, return receipt requested 
and by facsimile.

If to Landlord:			:			
Jerry Richmond
Managing Partner			
195 Magnolia Drive				
Ormond Beach, FL 31276		
								
With a copy to :
William M. Black, Jr.
7200 Stonehenge Drive,Suite 206
PO Box 19866
Raleigh, NC 27619
Fax No: 919-676-5584

If to Tenant:

Brad Ray
Steel Technologies Inc.
15415 Shelbyville Road
Louisville, KY  40245
Fax No:	(502) 245-3821

	With a copy to:

Steel Technologies Inc.
15415 Shelbyville Road
Louisville, KY l 40245
Attn: John Baumann
Fax No:  (502) 245-0542


To indicate their understanding of and consent and agreement to the 
foregoing terms, the parties have executed this Lease on the date first 
above written.

LANDLORD:

By: _______________________________

Title: ____________________________


TENANT:

By: _______________________________

Title: ____________________________


						STEEL TECHNOLOGIES INC.

						By:________________________________
					
	Title:_______________________________