Exhibit 2.3






                                           Execution Copy 11/5/99








                    ASSET PURCHASE AGREEMENT



                             BETWEEN



               GOLDEN ALUMINUM COMPANY, AS SELLER



                               AND



                      ALCOA INC., AS BUYER







                  Dated as of November 5, 1999










                        Table of Contents

                                                             Page


Article I Certain Definitions                                  1

Article II The Transaction                                     4
  Section 2.1 Covenant of Purchase and Sale; Assets            4
  Section 2.2 Excluded Assets                                  5
  Section 2.3 Assumed Obligations and Liabilities              5
  Section 2.4 Excluded Liabilities                             6
  Section 2.5 Consideration for Purchased Assets               7
  Section 2.6 Accounts Receivable and Inventory Adjustment     7
  Section 2.7 Closing                                          8

Article III Deliveries at Closing                              8
  Section 3.1 Items to be Delivered at Closing by Seller       8
  Section 3.2 Items to be Delivered at Closing by Buyer        8
  Section 3.3 Cooperation and Assignments                      8

Article IV Representations and Warranties of Seller            9
  Section 4.1 Organization                                     9
  Section 4.2 Capitalization and Ownership; Power and
        Authority                                              9
  Section 4.3 Subsidiaries                                     9
  Section 4.4 Qualification; Location of Business              9
  Section 4.5 Corporate Power; Authorization;
        Enforceability                                        10
  Section 4.6 No Conflicts                                    10
  Section 4.7 Consents                                        10
  Section 4.8 Brokers' and Finders' Fees                      10
  Section 4.9 No Liabilities                                  11
  Section 4.10 No Material Adverse Change                     11
  Section 4.11 Compliance with Law: Authorizations            11
  Section 4.12 Transactions with Related Parties              12
  Section 4.13 Litigation                                     12
  Section 4.14 Title: Condition of Assets                     12
  Section 4.15 Insurance                                      12
  Section 4.16 Contracts:  Compliance                         13
  Section 4.17 Labor Matters                                  13
  Section 4.18 Employee Benefit Plans and Arrangements        13
  Section 4.19 Patents and Intellectual Property Rights       13
  Section 4.20 Real Property                                  14
  Section 4.21 Disclosure                                     14
  Section 4.22 Year 2000 Compliance                           14
  Section 4.23 Customers and Suppliers of Colorado Mill       15

Article V Representations And Warranties Of Buyer             15
  Section 5.1 Corporate Existence                             15
  Section 5.2 Corporate Power; Authorization;
        Enforceability                                        15
  Section 5.3 No Conflicts                                    15
  Section 5.4 Consents                                        16
  Section 5.5 Ability to Purchase                             16
  Section 5.6 Brokers' and Finders' Fees                      16

Article VI Certain Obligations of The Parties                 16
  Section 6.1 Agreements of Seller Pending the Closing        16
  Section 6.2 Employee Matters                                17
  Section 6.3 License of Block Caster Technology              19
  Section 6.4 Non-Solicitation                                19
  Section 6.5 Non-Compete                                     19
  Section 6.6 Real Estate Matters                             19
  Section 6.7 Transfer Taxes                                  20
  Section 6.8 Section 338(h)(10) Election                     20
  Section 6.9 Colorado Mill Baghouse                          20

Article VII Environmental Indemnification                     20
  Section 7.1 Definitions                                     20
  Section 7.2 Environmental Indemnification and Remediation
        Activities                                            21

Article VIII Survival of Representations and Warranties       22

Article IX Indemnification                                    22
  Section 9.1 Indemnification By Seller                       22
  Section 9.2 Indemnification by Buyer                        23
  Section 9.3 Indemnification Procedures                      24

Article X Conditions Precedent to the Closing                 25
  Section 10.1 Conditions Precedent to the Obligations of
        Buyer                                                 25
  Section 10.2 Conditions Precedent to the Obligations of
        Seller                                                26

Article XI Termination                                        27
  Section 11.1 Termination                                    27
  Section 11.2 Effect of Termination                          27

Article XII Miscellaneous                                     27
  Section 12.1 Expenses                                       27
  Section 12.2 Contents of Agreement; Parties in Interest     28
  Section 12.3 Assignment and Binding Effect                  28
  Section 12.4 Notices                                        28
  Section 12.5 Governing Law                                  29
  Section 12.6 No Benefit to Others                           29
  Section 12.7 Headings, Gender and "Person."                 29
  Section 12.8 Publicity                                      30
  Section 12.9 Severability                                   30
  Section 12.10 Counterparts                                  30


                     Schedules and exhibits

Schedule  Title

1.1(a)    Colorado Employees
1.1(b)    Texas Employees
2.1       Fixed Asset Listing
2.2       Excluded Assets
2.3       Assumed Liabilities
4.3       Organizational Regulations of Golden Engineering AG
4.4       Qualifications
4.9       Liabilities
4.10      Material Adverse Changes
4.11      Authorizations
4.12      Related Party Transactions
4.13      Litigation
4.15      Insurance
4.16      Contracts
4.17      Labor Matters
4.19      Intellectual Property Rights
4.20      Real Property
4.22      Year 2000 Compliance
4.23      Customers and Suppliers of Colorado Mill
6.2       Texas Employees for Reimbursement
6.10      Colorado Mill Baghouse Repairs



                            Exhibits

Exhibit A Bill of Sale, Assignment, Assumption Agreement
Exhibit B Form of Owner's Affidavit
Exhibit C Guaranty
Exhibit D Consent Decree





                    ASSET PURCHASE AGREEMENT

     This  Asset  Purchase Agreement is dated as of  November  5,
1999,  between  Golden  Aluminum Company, a Colorado  corporation
("Seller") and Alcoa Inc., a Pennsylvania corporation ("Buyer").

                            Recitals

     A.  Seller is in the business of  manufacturing  and selling
aluminum rigid container sheet and flat rolled aluminum  products
produced  through  a  continuous  cast  mini-mill  process   (the
"Business").   Seller  operates the  Business  primarily  at  two
aluminum  rolling  mills located at Fort  Lupton,  Colorado  (the
"Colorado  Mill") and San Antonio, Texas (the "Texas Mill").   As
of  August 23, 1999, Seller has substantially ceased operation of
the Texas Mill.  The Business also includes the following wholly-
owned subsidiaries of Seller:  GAC Technology Company, a Colorado
corporation, and Golden Engineering AG, a Swiss corporation  (the
"Subsidiaries").   Seller and the Subsidiaries  are  collectively
referred to as the "Company."

     B.    Seller desires to sell to Buyer, and Buyer desires  to
purchase from Seller, the business, assets and properties of  the
Company, subject to the terms and conditions of this Agreement.

     NOW,  THEREFORE,  in consideration of the premises  and  the
representations,  warranties, covenants and agreements  contained
herein,  and  for  other  good  and valuable  consideration,  the
receipt  and  sufficiency of which are acknowledged, the  parties
agree as follows:


                            Article I
                       Certain Definitions

     As  used  in  this Agreement,  the following terms  (whether
used  in  singular  or  plural forms) shall  have  the  following
meanings:

     "Affiliate"   means  any  person,  directly  or  indirectly,
controlling, controlled by, or under common control with a  party
(excluding,  with  respect to Seller, Coors Brewing  Company  and
Adolph  Coors Company).  Without limiting the generality  of  the
foregoing, a person is considered to be in control of  or  to  be
controlled by another person if such person holds 50% or more  of
the  outstanding voting equity interest in such other  person  or
such  other  person  holds 50% or more of its outstanding  voting
equity interest.

     "Assets" is defined in Section 2.1.

     "Assumed Liabilities" is defined in Section 2.3.

     "Buyer"  is  defined in the introductory paragraph  of  this
Agreement.

     "Closing" is defined in Section 2.6.

     "Closing Date" is defined in Section 2.6.

     "Code" means the  Internal Revenue Code of 1986, as amended.

     "Colorado  Employees" means all of the salaried  and  hourly
employees  of  the  Colorado  Mill  who  are  actively   employed
(including  those employees currently on an authorized  leave  of
absence,  but excluding any employee on layoff status) by  Seller
as of the day before the Closing identified on Schedule 1.1(a).

     "Crown Cork Ownership Period" means the period of time  from
March 1, 1997 through August 22, 1999, during which period Seller
was owned by Crown Cork & Seal Company, Inc.

     "Damages"  means  losses, liabilities, claims,  obligations,
damages,   deficiencies,  costs,  expenses  and  fees,  including
without  limitation, legal fees, reasonable expert  witness  fees
and  reasonable  costs  of investigation  incurred  in  defending
against any assertion of the foregoing.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     "ERISA Affiliate" means (i) any corporation included with  a
person  in a controlled group of corporations within the  meaning
of  Section  414(b)  of  the Code; (ii)  any  trade  or  business
(whether or not incorporated) which is under common control  with
a  person  within  the  meaning of Section 414(c)  of  the  Code;
(iii) any member of an affiliated service group of which a person
is  a member within the meaning of Section 414(m) of the Code; or
(iv)  any  other  person or entity treated as an affiliate  of  a
person  under  Section  414(o) of the Code;  provided  that  with
respect to Seller, Coors Brewing Company and Adolph Coors Company
shall not be deemed an ERISA Affiliate.

     "Excluded Assets" is defined in Section 2.2.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

     "Indemnified Party" is defined in Section 9.3(a).

     "Indemnifying Party" is defined in Section 9.3(a).

     "Intellectual  Property Rights" means all  patents,  license
and  sublicenses, intellectual property, trademarks, trade names,
services  marks,  service  names, logos, copyrights,  inventions,
technology,  formulae,  technical  information,  know-how,  trade
secrets,   drawings,  blueprints,  designs,   design   protocols,
specifications  for  materials,  specifications  for  parts   and
devices,  safety  procedures for the handling  of  materials  and
substances,  quality  assurance and  control  procedures,  design
tools  and  simulation capability, and all manuals and  technical
data  Seller provides to its own employees, customers, suppliers,
agents or licensees used in the Business.

     "Inventory" means all inventories of raw materials, work  in
process and finished goods of the Business.

     "Liens"  means  liens, claims, security interests,  pledges,
charges, equities, options, restrictions and encumbrances.

     "Litigation Conditions" is defined in Section 9.3(b).

     "Material Adverse Effect" means any change in, or effect on,
the Business, as currently conducted by Seller that is materially
adverse to the assets, liabilities, results of operations or  the
financial condition of the Business.

     "Permitted  Liens"  means  (i) liens  for  current  real  or
personal  property  taxes  not yet due and  payable;  (ii)  liens
disclosed  in  Schedule 4.20; (iii) statutory  liens  arising  by
mandatory provisions of law securing obligations in the  ordinary
course  of  business  which are not yet due or  which  are  being
contested  in  good  faith;  and  (iv)  liens,  encumbrances  and
restrictions  such as easements, licenses and rights-of-way  that
do  not  materially detract from the value of the  Real  Property
used in the Business or materially interfere with the present use
of the Real Property by the Business.

     "Related  Party" means ACX Technologies, Inc.,  any  of  the
officers  or  directors  of the Company,  any  Affiliate  of  the
Company  (excluding  Coors  Brewing  Company  and  Adolph   Coors
Company), or any business or entity in which the Company, or  any
Affiliate of any such person, has any direct or material indirect
interest.

     "Seller"  is defined in the introductory paragraph  of  this
Agreement.

     "Seller  Benefit  Plans" means each  (i)  "employee  benefit
plan,"  as  defined  in  Section 3(3)  of  ERISA  (including  any
"multiemployer  plan"  as  defined in Section  3(37)  of  ERISA);
(ii)  all  other  pension,  retirement, supplemental  retirement,
deferred  compensation,  excess benefit, profit  sharing,  bonus,
incentive,  stock purchase, stock ownership, stock option,  stock
appreciation  right, employment, severance, salary  continuation,
termination,  change-of-control, health, life, disability,  group
insurance,  vacation, holiday and fringe benefit  plan,  program,
contract, or arrangement (whether written or unwritten, qualified
or  nonqualified, funded or unfunded and including any that  have
been  frozen  or  terminated)  maintained,  contributed  to,   or
required  to be contributed to, by Seller or any ERISA  Affiliate
of  Seller for the benefit of any employee or former employee  of
Seller, director, officer or independent contractor of Seller  or
under  which  Seller or any ERISA Affiliate  of  Seller  has  any
liability   with  respect  to  any  employee,  former   employee,
director, officer or independent contractor of Seller.

     "Subsidiaries" is defined in Recital A.

     "Texas  Employees"  means  all of the  salaried  and  hourly
employees  of the Texas Mill who are actively employed (including
those employees currently on an authorized leave of absence,  but
excluding any employee on layoff status) by Seller as of the  day
before the Closing identified on Schedule 1.1(b).

     "Third Party Claim" is defined in Section 9.3(a).

     "Working  Capital Value" means the value of  the  Inventory,
calculated in accordance with Section 2.5(b), plus the  value  of
the  accounts receivable of the Business as of the Closing  Date,
minus  the  accounts payable of the Business as  of  the  Closing
Date.


                           Article II
                         The Transaction

     Section 2.1  Covenant of Purchase and Sale; Assets.  Subject
to the  terms and  conditions set  forth  in this  Agreement, and
except as  otherwise  provided  in Section 2.2, at  the  Closing,
Seller shall sell, convey, assign, transfer and deliver to Buyer,
all  of Seller's  title and  interest in  all of  the properties,
assets, and  rights  of  any  kind,  where ever  located, whether
tangible or intangible,  real or personal,  used by Seller in its
operation of  the  Business  (the  "Assets"),  including  without
limitation the following:

          (a)  all of the issued and outstanding capital stock of
each of the Subsidiaries;
          (b)  all cash  on hand  as  of  the  Closing  Date, all
accounts  receivable  and  all  prepaid  expenses  and   security
deposits of the Company;
          (c)  all of the Intellectual Property Rights;
          (d)  the Real Property, as set forth in Schedule 4.20;
          (e)  the leases, contracts and commitments set forth in
Schedule 4.16 including without limitation the Nitrogen Lease and
Ground Lease described therein;
          (f)  all of the  Authorizations, as defined  in Section
4.11.
          (g)  all  of  Seller's  technical information and data,
customer  lists,  machinery  and equipment warranties, maps, com-
puter disks and tapes, plans, diagrams, blueprints and schematics
relating to the Colorado Mill and the Texas Mill;
          (h)  all  machinery,  equipment  (including  all trans-
portation and office  equipment),  fixtures,  trade fixtures, and
furniture located  at the Colorado  Mill or the  Texas Mill or in
any other space owned, leased or occupied by Seller;
          (i)  the Inventory;
          (j)  the  fixed  assets, in  the  listing  attached  as
Schedule 2.1 and the  stores inventory, in the listing previously
provided by Seller to Buyer;
          (k)  all claims  (but not tax refund claims), causes of
action, choses in action, right of recovery and rights of set-off
of any kind, except those retained by Seller as excluded assets;
          (l)  the right  to receive  mail,  accounts  receivable
payments and other communications addressed to the Company;
          (m)  all  books and records relating to the Business or
the operations of the  Company, provided  that Seller  shall have
the right to have such records made available to it for a reason-
able period  after the Closing  Date for reasonable tax reporting
purposes;
          (n)  all goodwill and going  concern value generated by
Seller with respect to the Business; and
          (o)  all intangible  assets of the  Company relating to
the Business not specifically described above.

     Section 2.2  Excluded Assets. Notwithstanding the provisions
of Section 2.1, the Assets shall not include the following, which
shall be retained by Seller (the "Excluded Assets"):

          (a)  Seller's minute  books and  stockholder  and stock
transfer records;
          (b)  bonds, letters  of credit, surety instruments, and
other similar items;
          (c)  All employee benefit plans of the Company, includ-
ing without limitation, employee pension, profit sharing, 401(k),
medical  benefit or health  plans and trusts  and  related  trust
accounts, funds, investments or other assets.
          (d)  all  claims, rights  and interests  in and  to any
refunds for Taxes or fees for periods prior to the Closing Date;
          (e)  all rights  under  judgment and rights of recovery
related  to operation  of the Business prior to the Closing Date;
and
          (f)  all  rights,  assets, and  properties described in
Schedule 2.2.

     Section 2.3  Assumed Obligations and Liabilities.  After the
Closing Date, Buyer shall assume, pay, discharge, and perform the
following (the "Assumed Liabilities"):

          (a)  those  obligations and liabilities attributable to
periods after the Closing  Date  under  the  contracts,  licenses
and  commitments transferred to Buyer at closing, including with-
out limitation Seller's obligations under the material agreements
listed  on  Schedule 4.16, and further including  all  contingent
liabilities under the Tax Abatement Agreement between Seller  and
the  City  of  San  Antonio,  dated  July  27,  1989  ("Abatement
Agreement"), with respect to refund of tax abatements for failure
to operate the Texas Mill for one year.;
          (b)  those  liabilities and  obligations  set  forth on
Schedule 2.3; and
          (c)  all  obligations  and liabilities  arising  out of
Buyer's  ownership of the Assets  or operation  of  the  Business
after the Closing Date.

     Section 2.4    Excluded Liabilities.  Other than the Assumed
Liabilities,  Buyer does not assume and will not  be  responsible
for,  and Seller will retain and remain responsible for, any  and
all  obligations and liabilities of the Company and the  Business
of  any  nature  whatsoever, whether  past,  current  or  future,
whether  accrued, contingent, known or unknown, including without
limitation third party claims for personal injury filed after the
Closing  Date  to  the extent such claims relate  to  actions  or
inactions  of  the  Company prior to the Closing  Date.   Without
limiting the foregoing and by way of example only, Buyer may  not
be  deemed  to assume any liabilities relating to or arising  out
of:

          (a)  all  accrued  liabilities,  and  accrued expenses,
including accrued wages, performance pay, incentive compensation,
salary, and sick pay in respect of employees of the Company;
          (b)  contributions  to  or  other  obligations  arising
under the employee benefit plans of the Company;
          (c)  any short or long-term debt of the Company;
          (d)  all  amounts  payable (fixed, contingent or other-
wise) by the Company to an Affiliate of the Company;
          (e)  all warranty  claims and  all claims for injury or
damage  attributable to  the design, manufacture  or sale  of any
product produced by the Company prior to the Closing Date;
          (f)  all taxes assessed, accrued or attributable to the
Company  for  periods  prior  to  the Closing  Date  and  related
penalties and interest, if  any, excluding  all liabilities under
the Abatement Agreement assumed by Buyer under Section 2.3(a);
          (g)  any  complaint, suit, action, arbitration or regu-
latory,  administrative or  governmental proceeding or investiga-
tion which  relates to the  Business conducted on or prior to the
Closing  Date  including,   without  limitation,   the  items  of
litigation set forth on Schedule 4.13; and
          (h)  all  amounts due as of the  Closing Date under the
accounts payable between Seller and ACX Technologies, Inc. cover-
ing advances  by  ACX Technologies, Inc.  to Seller  for  product
included in  the Inventory  and being acquired by Buyer, which as
of October 29, 1999, was $14,300,000.

     Section 2.5    Consideration for Purchased Assets.

          (a)  As  consideration for  the  Assets, Buyer will pay
Seller  $41,000,000 ("Asset  Value"), plus  the  Working  Capital
Value (the Asset Value  and  the  Working Capital  Value  collec-
tively the "Purchase  Price").  Buyer will pay the Asset Value to
Seller  by  wire  transfer of immediately  available  funds to an
account designated  in writing by Seller no later  than 1:00 p.m.
EST on  the  Closing Date.  Within  five business  days after the
Closing, Seller  and  Buyer  will  jointly  determine  the  value
of the Inventory in accordance with Section 2.5(b) and will value
the  accounts receivable  and accounts  payable based on the book
value as of  the  Closing Date, which values will be used to cal-
culate  the  Working Capital  Value as of  the  Closing Date (the
"Final  WC Value").    If the accounts receivable included within
the Final WC Value ("Receivables") and the value of the Inventory
exceed the accounts payable included within  the  Final WC  Value
("Payables"),  then  Buyer will pay Seller within  five  business
days  following  determination of the Final  WC  Value,  by  wire
transfer  in  immediately available funds,  the  amount  of  such
excess.   If  the Receivables and the value of the Inventory  are
less  than  the Payables, then Seller will pay Buyer within  five
business  days following determination of the Final WC Value,  by
wire  transfer in immediately available funds, the amount of such
deficiency.
          (b)  For purposes  of  calculating the  Purchase Price,
the value of the Inventory will be determined as follows:
               (i)  Raw materials  inventory  will be  valued  at
market price;
              (ii)  Work in  process inventory  will be valued at
raw material costs plus standard cost build-up; and
             (iii)  Finished goods  inventory  will be  valued at
the price established under  the customer contracts  covering the
inventory, less freight to the extent freight is already included
in the customer contract price.

     Section 2.6    Accounts Receivable and Inventory Adjustment.
If, within 90 days of the  Closing Date, any  of the  Receivables
has not been collected in full, or  any  of  the  finished  goods
inventory has been returned by the customer to Buyer, Seller will
repurchase such uncollected Receivables and inventory from Buyer.
Seller  also  will reimburse Buyer for new back-up  rolls  to  be
purchased  by  Buyer for the cold mills of the  Business  in  the
amount  of $275,000.  Buyer and Seller will cooperate to finalize
the  amount  for reimbursement so that Seller may pay  Buyer  for
such  repurchased Receivables and inventory, as well as the back-
up rolls, within 100 days of the Closing Date by wire transfer of
immediately available funds.

     Section 2.7  Closing.  The closing of the sale of the Assets
(the  "Closing") shall be held at 11:00 a.m. at  the  offices  of
Holland  &  Hart,  LLP,  555  17th Street,  Suite  3200,  Denver,
Colorado, on November 5, 1999, or on another date mutually agreed
upon in writing by the parties (the "Closing Date"), and shall be
effective as of 11:59 p.m. EST on the Closing Date.


                           Article III
                      Deliveries at Closing

     Section 3.1  Items to be Delivered at Closing by Seller.  At
the  Closing,  subject  to  the  terms  and  conditions  of  this
Agreement, Seller shall deliver to Buyer:

          (a)  a  fully  executed  Bill of  Sale,  Assignment and
Assumption Agreement in substantially the form  of Exhibit A (the
"Bill of Sale"),  and any general  warranty deeds, assignments of
leases  and  all  other  instruments  of  conveyance   which  are
necessary or reasonably requested by Buyer to effect the transfer
of the Assets to Buyer; and
          (b)  the agreements, documents and instruments required
by Section 10.1.

     Section 3.2  Items to be Delivered at Closing  by Buyer.  At
the Closing,  subject to the  terms and conditions of this Agree-
ment, Buyer shall deliver to Seller:

          (a)  the Asset Value in accordance with Section 2.5;
          (b)  an executed counterpart of the Bill of Sale;
          (c)  any agreements, documents and instruments required
by Section 10.2; and
          (d)  any  assumption  or  other  documents   which  are
necessary or reasonably requested by Seller to effect the assump-
tion of the Assumed Liabilities by Buyer.

     Section 3.3  Cooperation and Assignments.  After the Closing
Date,  Seller and Buyer will cooperate so that Buyer  may  secure
all necessary consents, approvals, authorizations, exemptions and
waivers  from third parties, including all permits, licenses  and
other  authorizations  from governmental  agencies,  required  to
enable   Buyer   to  obtain  the  benefit  of  the   transactions
contemplated hereby.


                           Article IV
            Representations and Warranties of Seller

     Seller represents and warrants to Buyer the following:

     Section 4.1    Organization.   Seller is a corporation  duly
organized, validly existing and in good standing under  the  laws
of  the  State of Colorado.  Seller has all requisite  power  and
authority to own or lease its properties and assets as now  owned
or  leased  and to carry on its business as and where  now  being
conducted.

     Section 4.2    Capitalization   and   Ownership;  Power  and
Authority.  Seller's  authorized capital stock consists solely of
100 shares of common stock, par value $1.00 per share, 100 shares
of which are issued and outstanding and owned by ACX Technologies,
Inc.  The authorized capital  stock of  each  of the Subsidiaries
consists  of  the  following:  with  respect to   GAC  Technology
Company, 1,000 shares  of common  stock, par  value $0.01, all of
which are issued and  outstanding and owned  by Seller, and, with
respect to Golden Engineering AG, 100 shares of common stock, par
value $0.01, all of which are issued and outstanding, 97 of which
are  owned  by Seller and three  of which are  held  of record by
directors  of  such  Subsidiary.  There are  no other outstanding
voting  securities  of  the  Subsidiaries except  for  the  above
described  capital  stock.  There  are  no  outstanding  options,
warrants, rights,  agreements, calls,  commitments or demands  of
any character relating  to  the capital stock of the Subsidiaries
and no  securities  convertible  into  or  exchangeable  for  any
of such capital stock  of  the Subsidiaries.   All of the capital
stock of the  Subsidiaries  is owned free of Liens.

     Section 4.3   Subsidiaries.  Except  for  the  Subsidiaries,
Seller does not, directly or indirectly, own any stock of, or any
other interest in, any other corporation, joint venture, partner-
ship, trust  or other  business entity.  Each of the Subsidiaries
is a corporation  duly organized, validly  existing  and in  good
standing under  the laws of the jurisdiction of its incorporation
and  has full corporate power and authority to carry on its busi-
ness as it  is  now  being  conducted  and  to own,  operate  and
lease its properties  and assets.  The Organizational Regulations
attached as  Schedule 4.3  are  a  true  and correct  copy of the
Organizational Regulations  of  Golden Engineering AG  and are in
full  force  and effect.

     Section 4.4    Qualification; Location of Business.   Seller
and the Subsidiaries are duly authorized to do  business  in  the
jurisdictions  set forth on Schedule 4.4.  The jurisdictions  set
forth  on  Schedule  4.4  are the only  jurisdictions  where  the
character  of  the properties owned or leased or  the  nature  of
activities  conducted  by Seller or the  Subsidiaries  make  such
qualification necessary.

    Section 4.5   Corporate Power; Authorization; Enforceability.
Seller  has  the  corporate power, authority and legal  right  to
execute,  deliver  and  perform this Agreement.   The  execution,
delivery  and performance of this Agreement by Seller  have  been
duly authorized by all necessary corporate action and shareholder
action.   This  Agreement  and  all  the  other  agreements   and
instruments  required to be executed and delivered by  Seller  in
connection  with  this  Agreement have  been  duly  executed  and
delivered  by Seller and constitute the legal, valid and  binding
obligation  of  the Company, enforceable in accordance  with  its
terms,   except  as  such  enforceability  may  be   limited   by
bankruptcy,  insolvency, moratorium, reorganization  and  similar
laws affecting creditors' rights generally and general principles
of equity.

   Section 4.6  No Conflicts.  The execution and delivery of this
Agreement  by  Seller  does  not, and  the  consummation  of  the
transactions  contemplated by this Agreement and  the  compliance
with  the terms, conditions, and provisions of this Agreement  by
Seller  will not:  (a) contravene any provision of the  Company's
articles of incorporation, bylaws or other governing instruments;
or  (b)  conflict with or result in a breach of or  constitute  a
default  (or  an  event which, with the passage of  time  or  the
giving of notice or both, constitute a default) under any of  the
terms,  conditions  or  provisions  of  any  material  indenture,
mortgage,  loan  or  credit  agreement  or  any  other   material
authorization  agreement or instrument to which  the  Company  or
Seller  is a party or by which any of them or any of their assets
may  be bound or affected, or any judgment or order of any  court
or   governmental  department,  commission,  board,   agency   or
instrumentality, domestic or foreign, affecting the  Company,  or
any  applicable  Regulation;  (c)  result  in  the  creation   or
imposition of any Liens of any nature whatsoever upon any of  the
Assets  or  the stock of the Subsidiaries or give to  others  any
interests  or rights in the Assets or such stock; (d)  result  in
the  maturation or acceleration of any of the Assumed Liabilities
(or  give  others  the  right  to  cause  such  a  maturation  or
acceleration); (e) result in the termination of or  loss  of  any
material  right  (or give others the right to cause  such  a  ter
mination  or loss) under any agreement or contract to  which  the
Company  is  a  party  or  under  which  the  Company  may  be  a
beneficiary.

    Section 4.7  Consents.  Except as required under the HSR Act,
no   material   consent,   approval  or  authorization   of,   or
registration or filing with any governmental authority  or  other
regulatory  agency, is required in connection with the execution,
delivery and performance of this Agreement by Seller.

    Section 4.8   Brokers' and Finders' Fees.  Seller  represents
and warrants to Buyer that all  negotiations  relative  to   this
Agreement  have  been  carried on  by  it  directly  without  the
intervention  of any person who may be entitled to any  brokerage
or  finder's fee or other commission in respect of this Agreement
or the consummation of the transactions contemplated hereby.

    Section 4.9  No Liabilities. To Seller's knowledge, except as
disclosed  on  Schedule  4.9, the Company  has  no  liability  or
obligation of any nature whatsoever, secured or unsecured,  known
or  unknown,  whether  due or to become due,  absolute,  accrued,
contingent or otherwise.

    Section 4.10  No Material Adverse Change. Except as set forth
on Schedule 4.10 and the fact that the Business has been held for
sale, and operations at the Texas Mill have substantially ceased,
since  August  23, 1999, the Business has been conducted  in  the
ordinary  course  consistent with past practice  (including  with
respect to the collection of receivables, payment of payables and
other  liabilities,  sales  practices, capital  expenditures  and
inventory levels) and there has not occurred with respect to  the
Business:

          (a)  any  event,   occurrence  or   development  which,
individually  or in  the  aggregate,  has had  a Material Adverse
Effect;
          (b)  any damage,  destruction  or loss  to  the Company
not  covered by  insurance that  would  have  a Material  Adverse
Effect;
          (c)  Any  sale or  other  disposition  of  any  capital
asset or Intellectual  Property  Right  having  a  book value  in
excess of $25,000 used in the Business;
          (d)  Any  increase  in the  wage, salary, commission or
other compensation  (other than routine  increases granted in the
ordinary  course of  business and  consistent with past practice)
payable  or  to  become  payable by  the  Company  to  any of its
employees, or any change in any existing, or creation of any new,
insurance or other plan under which the Company provides benefits
to such employees; or
         (e)  Any  release or  waiver by Seller or the Company of
any material claim or right of the Company.

     Section 4.11    Compliance with Law:  Authorizations.    The
Company  has  complied in  all material  respects with  and is in
compliance in all material respects with  each  law,   ordinance,
or governmental or regulatory rule or regulation, whether federal,
state,  cantonal, local or foreign ("Regulation"), to  which  the
Company's business, operations, assets or properties is  subject.
The  Company  owns,  holds, possesses or  lawfully  uses  in  the
operation  of  its  business all material  franchises,  licenses,
permits,    approvals,   filings,   registrations    and    other
authorizations from any governmental or regulatory official  body
or  authority ("Authorizations") that are required to conduct the
Business  and such Authorizations are in full force  and  effect.
The  Company is in compliance in all material respects  with  the
terms   of  the  Authorizations  and  Regulations.   To  Seller's
knowledge, no notice, citation, summons or order has been issued,
no  complaint has been filed, no penalty has been assessed and no
investigation  or  review  is  pending  or  threatened   by   any
governmental entity with respect to any alleged violation by  the
Company  of any Regulation or with respect to any alleged failure
by  the  Company to have any Authorization required in connection
with   the   Business.    All  Authorizations   are   listed   in
Schedule 4.11.

     Section 4.12   Transactions with Related Parties.  Except as
disclosed on Schedule 4.12 and below, no Related Party:

          (a)  has  borrowed money  from or  loaned  money to the
Company that has not been repaid;
          (b)  has any  contractual or  other  claim  of any kind
whatsoever against the Company;
          (c)  has  had, since March 1, 1997, any interest in any
Intellectual Property Rights used in the Business; or
          (d) has been engaged, since March 1, 1997, in any other
transaction  (or series  of transactions) involving  in excess of
$50,000 in any fiscal year with the Company.

     Section 4.13   Litigation.  Except as  set forth on Schedule
4.13, no  litigation, including any arbitration, investigation or
other  proceeding of  or before  any court, arbitrator or govern-
mental  or regulatory  official, body or authority is pending or,
to  Seller's  knowledge, threatened  against  the  Company  which
relates to the assets  of  the  Company, the stock  of  the  Sub-
sidiaries  or  the transactions  contemplated by  this Agreement.
The  Company is  not a party to  or subject to, and the assets of
the Company and the stock of the Subsidiaries, are not subject to,
the provisions  of any  judgment, order, writ, injunction, decree
or  award  of any court, arbitrator or governmental or regulatory
official, body or authority.

     Section 4.14   Title: Condition  of Assets.   The Company has
good and  valid  title to the Assets, free and clear of all  Liens
of whatsoever nature except Permitted Liens, and  subject only  to
minor  imperfections of title, none  of which, individually or  in
the  aggregate,  materially  impairs  the   use  of  the  affected
property  or  materially impairs  any operations of the  Business.
All  of  the Assets are in  the Company's possession and  control,
are  in  good  working  order and operating condition  and  repair
(ordinary  wear  and tear and  routine maintenance excepted),  are
suitable  for  the  purposes  for  which  they  are  used  in  the
Business,  and  are  structurally  sound and  free  from  material
defects.   Since August 23, 1999, Seller  has not removed  any  of
the Assets from the Business.

     Section 4.15   Insurance.  All policies of general liability
and property insurance under which the Company  is  listed  as an
additional insured or a beneficiary are listed on Schedule  4.15.
All such policies are in full force and effect in accordance with
their  terms, no notice of cancellation or non-renewal  has  been
received,  and there is no existing default or event which,  with
the giving of notice or lapse of time or both, would constitute a
default under such policies.  All premiums to date have been paid
in full.

     Section 4.16  Contracts: Compliance.  Schedule 4.16 contains
a complete and accurate  list  of all  material  written  leases,
licenses,  contracts  or  commitments  of  any  kind,  formal  or
informal,  to which the Company is a party to or bound  by.   All
material  leases, contracts and other commitments  to  which  the
Company is a party or by which it is bound are in full force  and
effect.  For purposes of this Section 4.16, "material" means  any
lease,  license, contract or commitment involving  a  payment  in
excess of $100,000 in any 12-month period or having a term of  12
months  or  greater.  To Seller's knowledge, (a) all  parties  to
such  leases,  licenses,  contracts and  other  commitments  have
complied  with the provisions thereof; (b) no such  party  is  in
default  under  any of the terms thereof; and (c)  no  event  has
occurred that with the passage of time or the giving of notice or
both  would constitute a default by any party under any provision
thereof.

     Section  4.17    Labor  Matters.  Except  as  disclosed   on
Schedule 4.17:  (a) no employee of the Company is represented  by
any  union  or other labor organization; (b) there is  no  unfair
labor  practice  complaint against the  Company  pending  or,  to
Seller's   knowledge,  threatened  before  the   National   Labor
Relations Board; (c) there is no labor strike, dispute, slow down
or stoppage pending or, to Seller's knowledge, threatened against
the Company; and (d) no grievance against the Company which might
have  a Material Adverse Effect on the Company or the conduct  of
its  business is pending; (e) no private agreement restricts  the
Company  from  relocating,  closing or  terminating  any  of  its
operations or facilities; (f) to Seller's knowledge, the  Company
in  the past three years has not experienced any work stoppage or
other  labor  difficulty or committed any unfair labor  practice;
and  (g)  there are no efforts in progress by any union or  other
labor organization to organize any employees of the Company.  For
purposes  of  this  Section 4.17 only,  "Seller's  knowledge"  is
defined  as  the  personal knowledge of Joe  Toscano,  the  plant
manager of the Colorado Mill.

     Section 4.18    Employee  Benefit  Plans  and  Arrangements.
Seller's  execution  of, and performance of the transactions con-
templated by this  Agreement  will not constitute an event  under
any Seller Benefit  Plan that will result in any payment (whether
as severance pay or otherwise), acceleration, vesting or increase
in benefits with respect to  any employee for which  Buyer  would
be responsible.  No Seller Benefit Plan provides  for  "parachute
payments" within the meaning of Section 280G of the Code.

     Section  4.19    Patents and Intellectual  Property  Rights.
Schedule   4.19  contains  a  complete  and  accurate  list   and
description  (including  the  name  and  owner  thereof)  of  the
Intellectual  Property  Rights.  Seller  is  the  registered  and
beneficial owner of all of the Intellectual Property Rights  free
and  clear of any royalty claims or other Liens except as  stated
on  Schedule 4.19.  To Seller's knowledge, the operation  of  the
Business as currently conducted or conducted in the past does not
conflict with or infringe on the rights of any other person,  and
Seller  has not received any claim or notice from any  person  to
such   effect.   To  Seller's  knowledge,  no  other  person   is
infringing the Intellectual Property Rights.  Except as set forth
on  Schedule  4.19, the Company owns or is licensed or  otherwise
has  the  exclusive  use  of  all  Intellectual  Property  Rights
necessary  for the operation of the Business as it  is  currently
conducted.

     Section 4.20   Real Property.

          (a)  For  purposes  of this  Agreement, "Real Property"
will mean  all interests  in and rights to  the real property and
the  related  improvements  which are  owned, leased or otherwise
subject  to  a right of use, occupancy  or license by the Company
and  are  used in  connection  with the  Business.  All such Real
Property  is  listed on Schedule 4.20.
          (b)  With  respect  to  the Real Property  owned by the
Company, the Company has good and marketable title, including all
legal,  equitable and  beneficial  interests,  to  the  lots  and
parcels  of  land  listed  on  Schedule 4.20  together  with  the
buildings, structures and other improvements, with all easements,
rights and other  privileges  appurtenant thereto, free and clear
of  all mortgages,  liens, encumbrances,  ground  rents,  leases,
tenancies, licenses, reservations or other rights of occupancy or
use  for  all  or  any portion  of the  Real  Property,  options,
security  interests, covenants, conditions, restrictions, rights-
of-way, easements,  encroachments and  any other matter affecting
title except Permitted Liens.
         (c)  With respect  to the  Real Property  leased  by the
Company, each lease  is in full force and effect and has not been
assigned,  modified,  supplemented or  amended  and  neither  the
Company nor, to the Company's knowledge, the landlord or subland-
lord under any  lease is in default  under any of the leases, and
no circumstance presently exists which, with the giving of notice
or passage  of time, or  both, would  permit the landlord or sub-
landlord under any lease to terminate any lease.

     Section 4.21   Disclosure.  No representation or warranty by
Seller  in  this Agreement, and no exhibit, document,  statement,
certificate  or  schedule furnished or to be furnished  to  Buyer
pursuant   to   this  Agreement,  or  in  connection   with   the
transactions  contemplated hereby, contains or will  contain  any
untrue  statement of a material fact, or omits or  will  omit  to
state  a material fact necessary to make the statements or  facts
contained herein or therein not misleading, taken as a whole, and
in light of the circumstances under which they were made.

     Section 4.22   Year 2000 Compliance.  To Seller's knowledge,
except  as  disclosed on Schedule 4.22, the Business  is  in  all
material  respects  Year  2000 Compliant  in  that  no  products,
facilities,   machinery,   equipment,   business   systems    and
operational infrastructure are or will be affected in performance
or  functionality by dates prior to, during and  after  the  year
2000.

     Section 4.23    Customers and Suppliers of Colorado Mill.
Seller  is  not  required  to  provide   bonding   or  any  other
security  arrangements   in   connection  with  any  transactions
with any customers or suppliers for the Colorado  Mill.  Schedule
4.23 contains,  with respect to the nine-month period ending Sep-
tember 30,  1999,  a  true  and  complete  list of  the  (i)  ten
largest customers (in dollar volume of purchases) of the Colorado
Mill  of Seller  and (ii) the  five largest  suppliers (in dollar
volume  of  sales)  to  the  Colorado Mill  of Seller.  Except as
disclosed  on Schedule  4.23, to the knowledge of Seller, no such
supplier  or customer  intends or has threatened to terminate  or
modify  its respective relationships with Seller.


                            Article V
             Representations And Warranties Of Buyer

     Section 5.1   Corporate Existence.   Buyer is a corporation
duly  organized, validly existing and in good standing under  the
laws of the Commonwealth of Pennsylvania.

     Section 5.2  Corporate Power; Authorization; Enforceability.
Buyer  has  the  corporate power, authority and  legal  right  to
execute,  deliver  and  perform this Agreement.   The  execution,
delivery  and  performance of this Agreement by Buyer  have  been
duly  authorized  by  all  necessary  corporate  and  shareholder
action.   This  Agreement  and  all  the  other  agreements   and
instruments  required to be executed and delivered  by  Buyer  in
connection  with or pursuant hereto have been duly  executed  and
delivered  by Buyer and constitute the legal, valid  and  binding
obligation  of  Buyer, enforceable in accordance with  its  terms
except as such enforceability may be limited by bankruptcy, insol
vency,  moratorium,  reorganization and  similar  laws  affecting
creditors' rights generally and general principles of equity.

     Section 5.3    No Conflicts.  The  execution and delivery of
this  Agreement  by  Buyer  do  not,  and  the  consummation   of
the transactions contemplated by this Agreement and  the  compli-
ance with the  terms, conditions and provisions of this Agreement
by  Buyer  will  not  (a) contravene  any  provision  of  Buyer's
articles of  incorporation  or bylaws; or  (b) conflict  with  or
result in  a breach of or constitute a default (or an event which
might,  with the passage of time or the giving of notice or both,
constitute a  default)  under  any  of  the  terms, conditions or
provisions of  any  material  indenture, mortgage, loan or credit
agreement or any other  material agreement or instrument to which
Buyer is a party or by which it or any of its assets may be bound
or  affected, or any judgment or order of any court or governmen-
tal department, commission,  board,  agency  or  instrumentality,
domestic   or foreign, or any applicable regulation.

     Section 5.4  Consents. Except as required under the HSR Act,
no  consent,  approval or authorization of,  or  registration  or
filing  with  any  governmental  authority  or  other  regulatory
agency,  is  required in connection with the execution,  delivery
and performance of this Agreement by Buyer.

     Section 5.5    Ability to Purchase.  Buyer has the requisite
financial  ability to purchase the Assets and to  consummate  the
transactions hereunder.

     Section 5.6    Brokers' and Finders' Fees.  Buyer represents
and  warrants  that  all  negotiations relative to this Agreement
have been  carried on by it directly without the intervention  of
any person  who may be entitled to any brokerage or finder's  fee
or  other commission in  respect of this Agreement or the consum-
mation of the transactions contemplated hereby.


                           Article VI
               Certain Obligations of The Parties

     Section 6.1    Agreements  of  Seller Pending  the  Closing.
Seller agrees  that, pending the Closing  and except as otherwise
agreed to in writing by Buyer:

          (a)  Maintenance of Insurance.  The Company shall main-
tain in full force adequate insurance policies.
          (b)  Maintenance  of Authorizations  and  Permits.  The
Company will maintain in full force and effect all Authorizations
necessary for the conduct of the Business.
          (c)  Compliance with Laws.  The  Company will comply in
all  material  respects with all laws, ordinances, rules, regula-
tions and orders applicable to the Business.
          (d)  Fulfillment  of Agreements.  Seller will  use  its
best efforts to cause all of the conditions to the obligations of
Buyer under  Section 6.1 of  this Agreement to be satisfied on or
prior to the Closing.
          (e)  Access.  Seller  will  give  to  Buyer's officers,
employees, counsel,  accountants and other representatives access
to and  the right to inspect,  upon reasonable  notice and during
normal business  hours, all  of the premises, properties, assets,
records, contracts  and other documents  relating to the Business
and will permit them to consult with the officers of the Company,
Seller and accountants, counsel and agents of the Company for the
purpose of  making such  investigation of  the Business  as Buyer
shall  reasonably  desire to  make; provided,  however, that such
investigation shall not unreasonably interfere with the operation
of the Business.
          (f)  Assets.  The  Company will  not  remove any of the
Assets  from the  Business except in the ordinary course of busi-
ness.
          (g)  Supplier/Customer Relations.  The Company will use
its  best efforts  to maintain the  existing relationships of the
Business with the  Company's suppliers and customers so that they
will be preserved after the Closing.
          (h)  Confidentiality.  If the transactions contemplated
by this Agreement are not consummated, Buyer will, at its option,
return to Seller  or destroy all written materials and all copies
thereof  that were  supplied to  Buyer by Seller and that contain
any  confidential  data or  information  and Buyer  will and will
cause  its  agents to hold in confidence any confidential data or
information  made  available  to  Buyer  in  connection with this
Agreement with respect to the Business.
          (i)  Employee Relations.   The  Company  will  use  its
reasonable  best efforts  to retain  its present employees of the
Business so that they will be available to provide service to the
Business  after the  Closing, but  not grant  any compensation or
benefits increases outside the ordinary course (except for reten-
tion  bonuses, if any, granted by Seller to be paid by Seller for
employment prior to the Closing Date).

     Section 6.2    Employee Matters.  Buyer agrees to give  each
Transferred  Texas Employee of Seller credit for time  worked  at
Seller  (including  during the Crown Cork Ownership  Period)  for
purposes  of  eligibility and vesting, but not  benefit  accrual,
with  respect  to  all applicable employee benefit  plans  to  be
provided  by  Buyer  to the Transferred Texas Employees,  and  to
treat each such employee the same as similarly situated employees
of Buyer pursuant to each of its employee benefits plans.

          (a)  Comparable Employment. Buyer will offer employment
to all  of the Colorado Employees and Texas Employees actively at
work at  the Business  on the date  of the  Closing on comparable
terms  and  conditions  to  those terms and conditions  at  which
they  were employed  at  the  Closing.  Nothing contained  herein
prohibits Buyer  from  terminating, discharging or laying off any
Colorado Employees or  Texas  Employees after the  Closing  Date.
Those Colorado Employees and Texas Employees accepting such offer
prior to the Closing Date  will become  employees of  Buyer as of
the  Closing  Date (individually  respectively  the  "Transferred
Colorado  Employees"  and  the "Transferred  Texas Employees" and
collectively  the  "Transferred  Employees").  In  the event that
any  Colorado  Employees or Texas  Employees  decline  or  do not
respond prior  to the Closing Date to such offer of employment of
Buyer, Buyer  will  have  no  obligation  of  any  kind  to  such
employees.  Seller will be responsible for all liabilities, obli-
gations and claims of  the Transferred Employees who are employed
by Buyer which (i)  arise, within  the  meaning of  any  existing
Seller Benefit Plan  for  the employees  of  the  Business, prior
to the date  of the  Closing (including without limitation claims
for  benefits  filed  after  the  Closing  Date  that  Buyer  can
reasonably demonstrate  relate  to incidents  that occurred prior
 to the Closing Date) and  (ii) are payable  under  the terms and
conditions of such Seller Benefit Plan on or prior to the Closing
Date.
          (b) Texas Mill Benefits. Effective on the Closing Date,
each  Transferred  Texas Employee who is an active participant in
the  Seller Benefit  Plans will cease to be an active participant
in  such  plans.  Buyer  will  provide  to  the Transferred Texas
Employees, effective on the Closing Date, employee benefit plans,
programs and arrangements, which are comparable  in the aggregate
to those Seller had provided  immediately prior  to  the  Closing
Date.  Buyer may choose to pay COBRA premiums on behalf of Trans-
ferred Texas Employees, while it establishes a  health care plan.
          (c)  Colorado Mill Benefits.  Effective  on the Closing
Date, each  Transferred Colorado Employee who is an active parti-
cipant  in  the Seller  Benefit Plans  will cease to be an active
participant in such plans, except as  provided below.  Buyer will
provide to the Transferred Colorado  Employees, effective  on the
Closing Date, employee  benefit plans, programs and arrangements,
which are  comparable in  the aggregate to those  Seller had pro-
vided  immediately  prior  to   the  Closing   Date.   After  the
Closing Date and for a period not to exceed 180 days, Seller will
provide  health  care coverage  (including  health,  prescription
drug, dental and life insurance) under COBRA  for all Transferred
Colorado  Employees.  In providing  such  health  care  coverage,
Seller  will  comply with all applicable  laws, including  ERISA.
Buyer will  reimburse Seller for all costs incurred by Seller for
such coverage.  Buyer will  notify  Seller  when the  Transferred
Colorado  Employees  will  cease  to  be active  participants  in
Seller's health care plan.  Seller will invoice Buyer by the 10th
day of each month for costs incurred  during  the prior  month by
Buyer  for  the Transferred Colorado Employees.  Buyer  will  pay
such invoices within 30 days of receipt.
          (d)  No Liability for Seller Benefit Plans.  Except  as
expressly  provided in this Section 6.2, Buyer will not assume or
be  responsible for  any liability  under any of Seller's Benefit
Plans, which  are payable  at any  time to, or in respect of, any
former or present employee of the Business after the Closing.
          (e)  Workers' Compensation  and  Short-Term Disability.
Seller  retains all  obligations for workers' compensation claims
which may  be made  by a Transferred  Employee on  or  after  the
Closing  Date  with  respect  to events  occurring  prior  to the
Closing Date  that give rise to such claims.  Seller will satisfy
all obligations and make all payments with respect to such claims
in  accordance with Seller's policies in effect as of the Closing
Date.  Seller  also  retains all obligations  for short-term dis-
ability  benefits  due to  Transferred  Employees  for all events
occurring  prior  to  the Closing  Date that  give rise  to  such
benefits, including,  without limitation, all medical and related
payments, in accordance  with  Seller's policies  in effect as of
the Closing Date.
          (f)  Reimbursement  for Employment  of Texas Employees.
Buyer will reimburse  Seller for  all reasonable compensation and
benefits  costs  incurred  by  Seller  since  August 23, 1999, in
employing the Texas Employees identified on Schedule 6.2.

     Section 6.3  Cooperation and Access.  After the Closing Date
as  either party  may from  time to time  reasonably request, the
other  party   will   provide  the  requesting  party  with  such
information regarding  the Company and the Business as such party
reasonably  requires.   But, neither  party  will be obligated to
provide the other party  with  any  information of a commercially
sensitive nature, relating  to  trade  secrets  or  in  violation
of  the  applicable  law, rule  or regulation  or any contractual
provision prohibiting disclosure.

     Section 6.4    License of  Block  Caster  Technology.  Buyer
agrees that,  if  within two years of the date of this Agreement,
Buyer elects to remove the block caster equipment, which includes
the blocks  and the frames but does not include any of the ancil-
lary  equipment,  such  as  the  block   heaters  or  the   water
system  ("Caster") from  the Texas  Mill, Buyer will (i) offer to
sell the Caster to ACX Technologies, Inc. or a designated  affil-
iate of ACX  Technologies, Inc. for $1.00 on an "as is, where is"
basis;  and (ii)  if Seller  elects  to  buy  the  Caster,  which
election must  be  made  within 30  days of Buyer's offer to sell
the Caster,  convey to  ACX Technologies, Inc. or  its designated
affiliate  purchaser  a  non-exclusive,  non-transferable,  fully
paid-up, perpetual  license without  right  of  sublicense  under
the  terms  of  a  license  agreement  to  be  negotiated  to the
mutual satisfaction of the parties  within 60 days of the Closing
Date to use the Caster  in the  United  States, to  make  use and
sell  can  sheet  body  stock  under  all  Intellectual  Property
Rights that have been  used  to  operate the  Caster at the Texas
Mill.  ACX Technologies, Inc. or its  affiliate will have 60 days
from the date it elects  to  buy  the Caster to remove the Caster
 from Buyer's facility and will be responsible  for  all costs of
removing the  Caster  from  Buyer's facility.   In  removing  the
Caster from Buyer's  facility,  ACX Technologies  Inc.  will not,
or will ensure that its  designated affiliate will not, unreason-
ably interfere with Buyer's operation of the facility.

     Section 6.5   Non-Solicitation.  Seller covenants and agrees
that for a period of two years from the Closing Date, Seller will
not  solicit, hire or otherwise engage as an employee, any person
who  continues  to  be employed by the Company or  the  Business,
except  when  the  employee responds, unsolicited,  to  a  public
advertisement or with the prior written consent of Buyer.

     Section 6.6   Non-Compete.  Seller covenants and agrees that
for a  period  of  two  years from  the Closing Date Seller  will
not directly or indirectly engage in or become  associated as  an
employee, consultant, partner, owner, agent, stockholder, member,
officer or director of, any person or entity engaged in, or about
to   become  engaged  in,  the  design,  development,  operation,
marketing  or  selling of aluminum can sheet in competition  with
the  Business,  except as expressly permitted under  any  license
agreement  entered  into  by  the  parties  in  accordance   with
Section 6.4.

     Section 6.7   Real Estate Matters.  Seller will arrange, pay
for and  deliver to Buyer an  as-built survey of all of the owned
Real  Property  within  30 days  after  the  Closing   Date.   At
Closing, Seller will  provide an Owner's Affidavit in the form of
Exhibit B related to such owned Real Property.

     Section 6.8    Transfer Taxes.  All Taxes, fees, and assess-
ments arising from or payable in connection with the transfer  of
the Assets shall be paid by Buyer, except  Colorado  real  estate
documentary  and transfer taxes, which will be split  equally  by
Buyer and Seller.

     Section 6.9    Section 338(h)(10) Election. It is understood
by the parties that, in connection with the  acquisition  of  the
shares of Seller by ACX Technologies, Inc. from Crown Cork & Seal
on  August 23, 1999, ACX Technologies, Inc. and Crown Cork & Seal
agreed  that  one  Section 338(h)(10) election would  occur  with
respect to those shares.  Under that agreement, ACX Technologies,
Inc.  and Crown Cork & Seal will agree upon an allocation of  the
purchase  price to the assets acquired.  As that allocation  will
have  a  direct  bearing on the allocation to be agreed  upon  as
between  Buyer  and  Seller, Seller will cause ACX  Technologies,
Inc.  to  include  Buyer's representatives  as  a  party  to  the
allocation negotiations with Crown Cork & Seal.  Seller and Buyer
will each report all transactions pursuant to this Agreement in a
manner  that  is consistent with such election and will  take  no
position contrary thereto unless required to do so pursuant to  a
"determination" within the meaning of Section 1313 of the Code.

     Section 6.10   Colorado Mill Baghouse.  Seller will make the
repair  described  in  Schedule 6.10 to  correct  damage  at  the
Colorado Mill baghouse.


                           Article VII
                  Environmental Indemnification

     Section 7.1    Definitions.

          (a) Hazardous Substance.  For purposes of this Article,
"Hazardous Substance" means any substance, chemical or waste that
is  listed  or  defined as hazardous, toxic, or  dangerous  under
Applicable Law (defined below).
          (b)  Applicable  Law.  For  purposes of  this  Article,
"Applicable Law" means  any and all federal, state and local laws
concerning  the protection  of human  health and the environment,
including  but  not  limited to  the Comprehensive  Environmental
Response,  Compensation and  Liability Act  ("CERCLA"), 42 U.S.C.
9601 et seq; the Resource Conservation and Recovery Act ("RCRA"),
42 U.S.C. 6901, et seq.; the Federal Water Pollution Control Act,
33 U.S.C. 1251  et seq.; the  Clean  Air  Act, 42 U.S.C. 7401, et
seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 1471,
et seq.; the Toxic Substances Control Act, 15 U.S.C. 2601 through
2629; and  the  Safe  Drinking  Water Act, 42 U.S.C. 300f through
300j; each, as amended from time  to time, or any  successor laws
thereto,  together  with  the  rules and  regulations promulgated
thereunder, together with any and all environmental  or  land use
laws, rules, ordinances, or regulations.
          (c)  Cleanup.  For purposes of  this Article, "Cleanup"
means  all  actions required  to:  (i) clean up, remove, treat or
remediate  any Hazardous  Substance  in  the  indoor  or  outdoor
environment; (ii) prevent  the Release of Hazardous Substances so
that they do not migrate, endanger or threaten to endanger public
health  or  welfare or the  indoor  or outdoor environment; (iii)
perform pre-remedial studies and investigations and post-remedial
monitoring  and  care;  or (v) respond to any government requests
for  information  or documents  in any way  relating  to cleanup,
removal,  treatment  or remediation  of  the  indoor  or  outdoor
environment.
          (d)  Release.  For purposes  of this Article, "Release"
means  any release, spill, emission, discharge, leaking, pumping,
injection,  deposit, disposal,  dispersal,  leaching or migration
into  the  indoor  or  outdoor  environment  (including,  without
limitation,  ambient  air, surface water, groundwater and surface
or subsurface strata) or into  or out of  any property, including
the movement of  any Hazardous Substance  through or  in the air,
soil, surface water, groundwater or property.
          (e)  Environmental Liabilities.  For  purposes of  this
Article,  "Environmental Liabilities"  means all  losses, liabil-
ities,  claims,   obligations,   damages,  deficiencies,   costs,
expenses  and  fees, including  costs of  Cleanup  (excluding all
employment and  benefit  costs of Buyer's employees), incurred or
required to be paid as a result of or arising out of:
               (i)  Hazardous  Substances that  are  or  were at,
upon, in or under the Real Property prior to the Closing,
               (ii) Hazardous  Substances  Released at anytime at
any  location  other than the  Real Property (including Hazardous
Substances  emanating from  the Real  Property) if such Hazardous
Substances  were  generated,   stored,   disposed  of,  recycled,
Released, used or  transported, by or on behalf  of Seller or the
Subsidiaries prior to the Closing; or
               (iii)  acts,  omissions or any  noncompliance with
any Applicable Law prior to the Closing.

     Section 7.2    Environmental Indemnification and Remediation
Activities.

          (a)  Environmental Indemnification.  Seller will indem-
nify, defend and hold Buyer and Affiliates of Buyer harmless from
and against any  and  all  Environmental  Liabilities, except for
Environmental Liabilities arising due to a post-closing change in
Applicable  Law.  The express indemnification set forth  in  this
Section 7.2(a) will remain in full force and effect for a  period
of  15  years  from the Closing Date.  After ten years,  Seller's
liability under this express indemnification will decrease by 20%
each  year  for  the remaining five years.   The  limitations  to
Seller's  indemnification set forth in Section  9.1(b)  will  not
apply to this Article 7.
          (b)  Remediation Activities.  Seller  agrees to  assume
monetary responsibility for the  remediation activities described
below to  the extent Buyer undertakes  these activities after the
Closing  Date and provided  such remediation  activities are com-
pleted in accordance  with the  remediation plans  established by
Buyer and  agreed to by  Seller as set  forth below.  Seller will
reimburse Buyer for the costs and expenses incurred by Buyer (ex-
cluding all  compensation and benefit costs of Buyer's employees)
in completing the following remedial actions:
               (i)  50% of the anticipated total cost of $275,000
of obtaining  new operating permits and associated testing, up to
a maximum  of $137,500.
               (ii) 80% of the anticipated total cost of $400,000
of  (i) removal of  beryllium  from interior  wall areas and from
overhead steel  rafters and  certain horizontal surfaces existing
on the Closing Date  at the Colorado Mill, and (ii) final closure
of a disposal  trench at  the Colorado  Mill, up  to a maximum of
$320,000 for the remediation activities set forth in this Section
7.2(b)(2).


                          Article VIII
           Survival of Representations and Warranties

     All  of the representations and warranties set forth in this
Agreement  or  in  any  exhibit,  schedule,  document  or   other
instrument delivered under this Agreement will (unless waived  in
writing  by  the  party for whose benefit such representation  or
warranty was made) remain in full force and effect regardless  of
any  investigation, verification or approval by or on  behalf  of
any  party hereto, and will survive the Closing Date for a period
of  two  years, except that all representations made  related  to
title of the Assets or the stock of the Subsidiaries will survive
for the applicable statute of limitations.


                           Article IX
                         Indemnification

     Section 9.1    Indemnification By Seller.

          (a)  Extent of Indemnity.   Seller agrees to indemnify,
defend and hold harmless Buyer from and against:

               (i)  any Damages  of Buyer resulting from any mis-
representation or breach  of representation or warranty of Seller
in this Agreement or in any agreement or statement or certificate
furnished by  Seller  to  Buyer  pursuant  hereto or  in  connec-
tion  with  the transactions contemplated hereby;
               (ii) any  Damages  of  Buyer  arising  out  of  or
resulting from any  breach of any covenant or agreement of Seller
in this Agreement or in any agreement or statement or certificate
furnished  by Seller  to Buyer pursuant  hereto or in  connection
with the transactions contemplated hereby;
               (iii) the  failure of Seller  to discharge in full
any  liability or  obligation of Seller or Company related to the
Business  that existed or  occurred prior  to the  Closing  Date,
which was not  expressly assumed  as an Assumed  Liability by the
Buyer under this Agreement; and
               (iv) any  actions, judgments,  costs and  expenses
(including reasonable  attorneys'  fees  and all  other  expenses
incurred in investigating, preparing  or  defending   any   liti-
gation or proceeding, commenced  or threatened) incident  to  any
of  the foregoing or the enforcement of this Section by Seller.
          (b)  Limitations on  Liability.   Seller  shall not  be
liable to  Buyer  under  Section  9.1(a)(i) unless the cumulative
total  of  Damages  indemnified   under   this   Section  exceeds
$1,000,000  (the  "Basket"),  in  which  event  Buyer  shall   be
entitled  to  indemnification  only   to   the  extent that  such
Damages  exceed  the Basket.  Seller's aggregate liability  under
Section  9.1(a)(i)  shall  in no event  exceed  $7,500,000   (the
"Cap").  No Basket or Cap will apply to indemnification by Seller
under  Sections  9.1(a)(ii) through  9.1(a)(iv).   The  right  to
indemnification  provided under Section 9.1(a)(i)  shall  be  the
exclusive  remedy  of  Buyer  against  Seller  for  breach  of  a
representation or warranty.

     Section 9.2    Indemnification by Buyer.

          (a)  Extent of Indemnity.  Buyer  agrees to  indemnify,
defend and hold harmless Seller from and against:
               (i)  any  Damages  of Seller  arising  out  of  or
resulting  from any  material   misrepresentation  or  breach  of
representation or warranty of Buyer in this Agreement or  in  any
agreement  or statement  or  certificate  furnished  by  Buyer to
Seller  in  connection with the transactions contemplated hereby;
               (ii) any  Damages of  Seller  arising  out  of  or
resulting  from any  breach or  nonfulfillment of any covenant or
agreement of  Buyer in  this Agreement  or in  any  agreement  or
statement or certificate  furnished by  Buyer to Seller  in  con-
nection with the transactions contemplated hereby;
               (iii)  any Damages  of  Seller  arising  out of or
resulting from  any assertion  against Seller of any liability or
obligation included in the Assumed Liabilities; and
               (iv) any  actions, judgments,  costs and  expenses
(including  reasonable  attorneys' fees  and all  other  expenses
incurred in  investigating, preparing or defending any litigation
or  proceeding,  commenced or  threatened) incident to any of the
foregoing or the enforcement of this Section by Buyer.

     Section 9.3    Indemnification Procedures.

          (a)  A party  seeking  indemnification pursuant to this
Agreement (an "Indemnified Party") shall  give  prompt  notice to
the party from whom such indemnification is sought (the "Indemni-
fying Party") of the  assertion of any claim, or the commencement
of any  action,  suit  or  proceeding  by a third party which  is
not an Affiliate of any party hereto  in respect of  which indem-
nity may  be sought  hereunder (a "Third Party Claim"), and  will
give the Indemnifying Party such information with respect thereto
as the Indemnifying Party may reasonably request, but failure  to
give such  notice  shall  not relieve the Indemnifying  Party  of
any liability  except  to  the extent that the Indemnifying  Part
is actually prejudiced thereby.
          (b)  The  Indemnifying  Party  shall  have  the  right,
exercisable by written notice to the  Indemnified Party within 30
days of receipt  of  notice  from  the Indemnified Party  of  the
commencement or assertion of any Third Party Claim, to assume and
conduct  the defense  of such  Third  Party  Claim  with  counsel
selected by the Indemnifying  Party and reasonably  acceptable to
the Indemnified  Party; provided that  (i) the  defense  of  such
Third  Party Claim  by  the Indemnifying  Party will  not, in the
reasonable  judgment of the  Indemnified Party,  have a  Material
Adverse Effect on the  Indemnified Party; and (ii) the Indemnify-
ing Party has sufficient financial  resources, in the  reasonable
judgment of the Indemnified  Party, to satisfy the amount  of any
adverse monetary  judgment that  is reasonably  likely to result;
and (iii) the Third  Party Claim  solely seeks  (and continues to
seek) monetary damages (the conditions set  forth in  clauses (i)
through (iii) are  collectively  referred to  as the  "Litigation
Conditions").  If the  Indemnifying  Party  does  not  assume the
defense of such Third Party Claim in accordance with this Section
9.3, the Indemnified Party may continue to defend the Third Party
Claim.  If the  Indemnifying Party  has assumed the  defense of a
Third Party Claim as provided in this Section 9.3, the Indemnify-
ing Party will not  be liable for any legal expenses subsequently
incurred by the Indemnified Party  in connection with the defense
thereof; provided, however, that if (i) the Litigation Conditions
cease to  be met, or (ii) the Indemnifying  Party fails  to  take
reasonable  steps necessary to defend diligently such Third Party
Claim, the Indemnified Party  may assume its own defense, and the
Indemnifying  Party will  be liable  for all  reasonable costs or
expenses paid or incurred in connection therewith.
          (c)  The  Indemnifying Party or  the Indemnified Party,
as the case  may be, shall have the right to  participate in (but
not control), at  its own expense, the defense of any Third Party
Claim which the other is defending as provided in this Agreement.
          (d)  No settlement  of a Third Party Claim may be  made
without the  prior written consent  of the Indemnifying Party and
the  Indemnified  Party, which consents  may not  be unreasonably
withheld,  conditioned or  delayed.  Consent is  presumed  in the
case of settlement of $50,000  or less  where the other party has
not  responded to  the proposal to settle within 10 business days
of notice of a proposed settlement.
          (e)  Amounts  payable  in  respect  of  indemnification
obligations of the  parties shall  be treated as an adjustment to
the  Purchase  Price.  Whether  or  not  the  Indemnifying  Party
chooses  to defend  or prosecute  any Third Party Claim,  all the
parties hereto  shall  cooperate in  the defense  or  prosecution
thereof and shall furnish such records, information and testimony,
and  attend such  conferences,  discovery  proceedings, hearings,
trials and appeals, as  may be reasonably requested in connection
therewith.


                            Article X
               Conditions Precedent to the Closing

     Section 10.1   Conditions  Precedent to  the  Obligations of
Buyer.  All obligations of Buyer under this Agreement are, at its
sole option, subject to the fulfillment or satisfaction, prior to
or at the Closing, of each of the following conditions precedent:

          (a) Representations and Warranties. The representations
and  warranties of  Seller contained in this Agreement (i) quali-
fied as  to  materiality must  have been true and correct in  all
respects when made and  must be true  and correct in all respects
at  and  as of  the  Closing  Date,  and (ii) not qualified as to
materiality  must  have  been  true and correct  in  all material
respects  when  made and must be true and correct in all material
respects at and as of the Closing Date.
          (b)  Compliance with this Agreement.  Seller shall have
performed  and complied  in all respects  with all agreements and
conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing.
          (c)  No Pending Litigation.  On  the Closing  Date,  no
suit, action or other proceeding, or injunction or final judgment
relating thereto, shall be pending before any court or governmen-
tal or  regulatory official, body  or authority  in  which  it is
sought to  restrain or  prohibit or  to obtain  damages  or other
relief  in connection with  this Agreement or the consummation of
the transactions contemplated hereby.
          (d)  HSR Act.  The  waiting period  under  the HSR  Act
shall have expired or been terminated.
          (e)  Satisfactory  Instruments.   All  instruments  and
documents required on Seller's part to  effectuate and consummate
the  transactions contemplated hereby shall be delivered to Buyer
and shall  be in form and  substance  reasonably satisfactory  to
Buyer and its counsel.
          (f)  Consents.  Seller shall have delivered to Buyer at
Closing  copies of all  consents to  assignment of  all  material
contracts, agreements and arrangements.
          (g)  Guaranty.   Seller    shall    have   caused   ACX
Technologies, Inc. its parent corporation, to deliver to Buyer at
Closing a Guaranty of all of Seller's indemnity obligations here-
under, in substantially the form of Exhibit C.
          (h)  Owner's Affidavit.  Seller shall have delivered to
Buyer the Owner's Affidavit described in Section 6.7.
          (i)  Consent Decree.  The Final Judgment, Hold Separate
Stipulation  and Order  in the matter United States of America v.
Alcoa Inc., ACX Technologies,  Inc., and Golden  Aluminum Company
shall have been filed in the United States District Court for the
District of Columbia in the form attached hereto as Exhibit D, or
as  modified  with  the  prior  written consent  of Buyer and ACX
Technologies, Inc.

     Section 10.2   Conditions  Precedent  to the  Obligations of
Seller.  All  obligations  of Seller under this Agreement are, at
its  sole option, subject  to the  fulfillment  or  satisfaction,
prior  to  or at the Closing, of each of the following conditions
precedent:

          (a) Representations and Warranties. The representations
and  warranties  of Buyer  contained in  this Agreement shall  be
true  and correct  in all material  respects on the Closing Date,
with the same force and effect  as  though  such  representations
and warranties had been made on the Closing Date.
          (b)  Compliance with this Agreement.  Buyer  shall have
performed  and complied in  all material respects with all agree-
ments and conditions  required  by this Agreement to be performed
or complied with by it prior to or at the Closing.
          (c)  No Pending Litigation.  On  the  Closing  Date, no
suit, action or other proceeding, or injunction or final judgment
relating thereto, shall be pending before any court or governmen-
tal or  regulatory official, body  or authority  in which  it  is
sought to  restrain or  prohibit or  to obtain  damages  or other
relief in connection with  this Agreement or the consummation  of
the transactions contemplated hereby.
          (d)  HSR Act.  The waiting  period under  the  HSR  Act
shall have expired or been terminated.
          (e)  Satisfactory  Instruments.   All  instruments  and
documents required on the part of Buyer to effectuate and consum-
mate the  transactions contemplated hereby shall be delivered  to
Seller and shall be in form and substance reasonably satisfactory
to Seller and its counsel.
          (f)  Consent Decree.  The Final Judgment, Hold Separate
Stipulation  and Order in  the matter United States of America v.
Alcoa Inc., ACX Technologies, Inc., and  Golden  Aluminum Company
shall have been filed in the United States District Court for the
District of Columbia in the form attached hereto as Exhibit D, or
as  modified  with  the  prior  written  consent of Buyer and ACX
Technologies, Inc.


                           Article XI
                           Termination

     Section 11.1  Termination.  This Agreement may be terminated
by either Seller or Buyer at any time prior to the Closing:

          (a)  by mutual written consent of Seller and Buyer;
          (b)  by  either Seller  or Buyer (by  written notice to
the other) if the  Closing shall  not have occurred  on or before
November 15, 1999, provided  that no termination right under this
Section  shall be available to any party whose failure to fulfill
any obligation under  this  Agreement  has been  the cause of the
failure of the Closing to occur on or prior to such date; or
          (c)  by either  Seller  or  Buyer (by written notice to
the other)  if any court  of competent jurisdiction in the United
States or federal or state governmental or regulatory body in the
United  States shall  have issued  an order, decree  or ruling or
taken such  other action  that permanently  restrains, enjoins or
otherwise prohibits the transactions contemplated hereby and such
order, decree, ruling or other action shall have become final and
non-appealable;

     Section 11.2 Effect of Termination.  Upon of the termination
of  this Agreement  in accordance with  the provisions of Section
11.1,  this  Agreement  shall  become  null  and  void  and  have
no further effect without any liability on the part of any of the
parties, except as follows:

          (a) if the termination results from the willful failure
to perform its obligations under this Agreement, such nonperform-
ing  party  shall  be fully liable for any and all damages,  cost
and   expenses   (including,   without   limitation,   reasonable
attorney's  fees) sustained  or incurred  by such other party; or
          (b) if  the  termination  results, not  as a  result of
willful  failure  of any  party  to perform its obligations here-
under, but as  the result of the material breach by such party of
a representation, warranty, or covenant hereunder, such breaching
party  shall  be  liable  to  the  other  party for all costs and
expenses of  the  other party in connection with the preparation,
negotiation, execution and performance of this Agreement.


                           Article XII
                          Miscellaneous

     Section 12.1   Expenses.  Each of the parties to this Agree-
ment will bear all the expenses incurred by it in connection with
the negotiation and preparation  of  this   Agreement   and   the
consummation  of the transactions contemplated by this  Agreement
regardless  of whether this Agreement is terminated.   Except  as
otherwise  provided  in  this  Agreement,  the  following  taxes,
charges  and payments ("Charges") will be prorated on a per  diem
basis as indicated and apportioned between Seller and Buyer as of
the  date  of the Closing: real property (daily), use  (monthly),
intangible taxes (monthly), utility charges (monthly), rental  or
lease  charges  (term of lease), license fees  (term  of  lease),
general  assessments (taxable year), and franchise,  national  or
cantonal  or other income taxes (daily) imposed with  respect  to
the  Assets  and  employee payrolls (monthly).   Seller  will  be
liable for that portion of the Charges relating to, or arising in
respect of, the period on or prior to the date of the Closing and
Buyer will be liable for that portion of the Charges relating to,
or  arising  in  respect of, any periods after the  date  of  the
Closing.

     Section 12.2   Contents  of  Agreement; Parties in Interest.
This Agreement sets  forth the entire understanding of Buyer  and
Seller with  respect  to  the  transactions contemplated  hereby.
This Agreement   shall  not be  amended  or  modified  except  by
written instrument duly executed by Buyer and  Seller.   Any  and
all  previous  agreements  and  understandings  between Buyer and
Seller  regarding the  subject  matter hereof, whether written or
oral, are superseded by this Agreement.

     Section 12.3   Assignment  and  Binding Effect.   Except  as
provided below,  this  Agreement may not be assigned by  Buyer or
Seller without  the  prior  written consent of the  other  party,
which consent may not be unreasonably withheld.  Buyer may assign
its rights and may delegate its duties under Sections 6.5 and 6.6
of this Agreement, in whole or in part as Buyer deems appropriate,
to  a buyer of the Colorado Mill.  Subject to the foregoing,  all
of  the  terms and provisions of this Agreement shall be  binding
upon  and  inure  to  the benefit of and be  enforceable  by  the
successors and permitted assigns of Seller and Buyer.

     Section 12.4  Notices.  Any notice, request, demand, waiver,
consent,  approval or other communication which  is  required  or
permitted hereunder shall be in writing and shall be deemed given
only  if  delivered  personally  or  sent  by  facsimile  or   by
registered or certified mail, postage prepaid, as follows:

                If to Buyer, to:

                Alcoa Inc.
                Alcoa Corporate Center
                201 Isabella Street
                Pittsburgh, PA  15212-5858
                Attention:  Lawrence R. Purtell, General Counsel
                Facsimile:  (412) 553-3200

                If to Seller, to:

                Golden Aluminum Company
                16000 Table Mountain Parkway
                Golden, CO 80403
                Attention:  Jed J. Burnham
                Facsimile:  (303) 271-7055

                With a required copy to:

                Golden Aluminum Company
                16000 Table Mountain Parkway
                Golden, CO  80403
                Attention:   Jill B. W. Sisson, General Counsel
                Facsimile:   (303) 271-7055

                With an additional required copy to:

                Holland & Hart LLP
                Suite 3200
                555 Seventeenth Street
                Denver, CO  80202
                Attention:   Betty C. Arkell, Esq.
                Facsimile:   (303) 295-8261

or to such other address as the addressee may have specified in a
notice duly given to the sender as provided herein.  Such notice,
request, demand, waiver, consent, approval or other communication
will  be  deemed to have been given as of the date so  delivered,
sent  by  facsimile (with confirmation of receipt) or three  days
after deposited with the United States Post Office.

     Section 12.5   Governing Law.   This   Agreement   shall  be
governed by  and  interpreted and enforced in accordance with the
laws  of the  State  of  Colorado  without  regard  to  conflicts
of law principles.

     Section  12.6    No Benefit to Others.  The representations,
warranties, covenants and agreements contained in this  Agreement
are  for  the  sole  benefit  of the  parties  hereto  and  their
successors  and  assigns,  and they shall  not  be  construed  as
conferring any rights on any other persons.

     Section  12.7   Headings, Gender and "Person."  All  section
headings  contained  in  this Agreement are  for  convenience  of
reference  only, do not form a part of this Agreement  and  shall
not affect in any way the meaning or interpretation of this Agree
ment.   Words  used herein, regardless of the number  and  gender
specifically used, shall be deemed and construed to  include  any
other   number,  singular  or  plural,  and  any  other   gender,
masculine,  feminine,  or neuter, as the context  requires.   Any
reference to a "person" herein shall include an individual, firm,
corporation, partnership, trust, governmental authority or  body,
association, unincorporated organization or any other entity.

     Section 12.8   Publicity.  No press release, notice, disclo-
sure or other  publicity concerning the transactions contemplated
by this   Agreement  shall  be  issued,  given,  made  or  other-
wise  disseminated by Buyer or Seller  without the prior approval
of the other party, unless required by law.

     Section 12.9  Severability.  Any provision of this Agreement
which  is  invalid or unenforceable in any jurisdiction shall  be
ineffective  to the extent of such invalidity or unenforceability
without  invalidating  or rendering unenforceable  the  remaining
provisions hereof, and any such invalidity or unenforceability in
any  jurisdiction  shall not invalidate or  render  unenforceable
such provision in any other jurisdiction.

     Section 12.10  Counterparts.  This Agreement may be executed
in any  number of  counterparts, and Buyer and Seller may execute
any  such  counterpart, each of which when executed and delivered
shall be  deemed to be an original and all of which  counterparts
taken together  shall  constitute  one and the  same  instrument.
This Agreement shall  become binding when one  or  more  counter-
parts taken  together shall have  been executed and delivered  by
Buyer and Seller.

     IN  WITNESS  WHEREOF, the parties hereto have duly  executed
this Agreement on the date first written.

                              BUYER:

                              ALCOA INC.


                              By:_____________________________
                              Name:___________________________
                              Title:__________________________



                              SELLER:

                              GOLDEN ALUMINUM COMPANY


                              By:_____________________________
                              Name:___________________________
                              Title:__________________________