GREEN A P INDUSTRIES INC
8-K, 1997-01-13
STRUCTURAL CLAY PRODUCTS
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<PAGE> 1
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                                 FORM 8-K

                              CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of earliest event reported): DECEMBER 31, 1996



                        A. P. GREEN INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


      DELAWARE                  0-16452                43-0899374
   (State or other          (Commission File          (IRS Employer
   jurisdiction of               Number)              Identification
    organization)                                         Number)


           GREEN BOULEVARD
           MEXICO, MISSOURI                              65265
 (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:  (573) 473-3626




<PAGE> 2
ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS

            Effective December 31, 1996, APG Lime Corp., a wholly-owned
subsidiary of the Registrant, acquired substantially all of the assets and
assumed certain of the liabilities of the operations of Eastern Ridge Lime,
L.P. ("Eastern Ridge").  The operations include the mineral processing
facility and quarrying and lime manufacturing business in Ripplemead,
Virginia and a leased terminal facility in St. Matthews, South Carolina.

            In addition to the assumption of certain liabilities, the
Registrant paid Eastern Ridge the $10,059,540 purchase price in cash.  The
purchase price is subject to a post-closing adjustment as set forth in the
acquisition agreement.  The terms of the transaction were negotiated on an
arm's-length basis by non-affiliated parties.

            In conjunction with the Registrant's adjacent plant in
Kimballton, Virginia, the acquisition will enhance the Registrant's service
of the growing lime markets in the Southeastern United States and allow the
Registrant to utilize more fully its existing management.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

            (a)   Financial statements of businesses acquired.  Pursuant to
                  -------------------------------------------
Item 7(a)(4) of Form 8-K, the Registrant will file the required financial
statements of Eastern Ridge Lime, L.P. and pro forma financial information as
soon as is practicable, but not later than 60 days after the date on which
this report is required to be filed.

            (b)   Pro forma financial information.  See Item 7(a) above.
                  -------------------------------

            (c)   Exhibits.  See Exhibit Index.
                  --------


                                    - 2 -
<PAGE> 3
                                  SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

Dated:  January 13, 1997

                                       A. P. GREEN INDUSTRIES, INC.



                                    By  /s/ Michael B. Cooney
                                       ----------------------------------------
                                       Michael B. Cooney, Senior Vice President
                                       and Secretary



                                    - 3 -
<PAGE> 4
<TABLE>
                                 EXHIBIT INDEX

<CAPTION>
Exhibit
Number      Description
- -------     -----------
<C>         <S>
2.1         Asset Acquisition Agreement dated December 27, 1996, by and among APG
            Lime Corp., a Delaware corporation, Eastern Ridge Lime L.P., a Delaware
            limited partnership and Eastern Ridge Lime, Inc., a Delaware corporation.
</TABLE>




                                    - 4 -

<PAGE> 1
                   ASSET ACQUISITION AGREEMENT

                              AMONG

                         APG LIME CORP.,
                     A DELAWARE CORPORATION
                            ("BUYER")

                               AND

                    EASTERN RIDGE LIME L.P.,
                 A DELAWARE LIMITED PARTNERSHIP
                           ("SELLER")

                               AND

                    EASTERN RIDGE LIME, INC.,
                     A DELAWARE CORPORATION
                           ("ER LIME")



                        DECEMBER 27, 1996



<PAGE> 2
                        TABLE OF CONTENTS

                                                             Page

ARTICLE 1 PURCHASE AND SALE OF ASSETS. . . . . . . . . . . . .  1
     1.1  Description of Assets. . . . . . . . . . . . . . . .  1
     1.2  Excluded Assets. . . . . . . . . . . . . . . . . . .  3
     1.3  Purchase Price . . . . . . . . . . . . . . . . . . .  3
     1.4  Purchase Price Adjustment. . . . . . . . . . . . . .  4
     1.5  Purchase Price Allocation. . . . . . . . . . . . . .  4
     1.6  Collection of Receivables and Remission. . . . . . .  5
     1.7  Accounts Receivable Adjustment . . . . . . . . . . .  5

ARTICLE 2 ASSUMPTION OF CERTAIN LIABILITIES. . . . . . . . . .  5
     2.1  Assumed Liabilities. . . . . . . . . . . . . . . . .  5
     2.2  Excluded Liabilities . . . . . . . . . . . . . . . .  6

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . .  7
     3.1  Status of Seller and ER Lime . . . . . . . . . . . .  7
          (a)  Limited Partnership Existence and Status;
               Qualification . . . . . . . . . . . . . . . . .  7
          (b)  Corporate Existence and Status. . . . . . . . .  7
          (c)  Power . . . . . . . . . . . . . . . . . . . . .  7
          (d)  Partnership Agreement; Ownership. . . . . . . .  7
          (e)  Authorization and Consents. . . . . . . . . . .  7
          (f)  Absence of Violations or Conflicts. . . . . . .  8
          (g)  Required Government Consents. . . . . . . . . .  8
          (h)  Investments . . . . . . . . . . . . . . . . . .  8
     3.2  Financial Matters. . . . . . . . . . . . . . . . . .  9
          (a)  Financial Statements. . . . . . . . . . . . . .  9
          (b)  Absence of Undisclosed Liabilities. . . . . . .  9
          (c)  Capital Leases. . . . . . . . . . . . . . . . .  9
          (d)  Absence of Certain Changes or Events. . . . . .  9
     3.3  Taxes. . . . . . . . . . . . . . . . . . . . . . . . 11
          (a)  Definitions . . . . . . . . . . . . . . . . . . 11
          (b)  Returns Filed and Taxes Paid. . . . . . . . . . 12
          (c)  Audit History and Other Proceedings . . . . . . 12
          (d)  Miscellaneous . . . . . . . . . . . . . . . . . 12
     3.4  Title to and Condition of Assets . . . . . . . . . . 12
          (a)  Title to Assets . . . . . . . . . . . . . . . . 12
          (b)  Real and Personal Property. . . . . . . . . . . 13
          (c)  Leases; Subleases . . . . . . . . . . . . . . . 13
          (d)  Adequacy; Condition . . . . . . . . . . . . . . 14
          (e)  All Necessary Assets. . . . . . . . . . . . . . 14
     3.5  Receivables. . . . . . . . . . . . . . . . . . . . . 14
     3.6  Inventories. . . . . . . . . . . . . . . . . . . . . 14
     3.7  Intellectual Property; Patents; Trademarks, Trade
          Names. . . . . . . . . . . . . . . . . . . . . . . . 14

                                    i
<PAGE> 3
     3.8  Loans and Contracts. . . . . . . . . . . . . . . . . 14
          (a)  Indebtedness. . . . . . . . . . . . . . . . . . 14
          (b)  Other Contracts . . . . . . . . . . . . . . . . 15
     3.9  Insurance. . . . . . . . . . . . . . . . . . . . . . 16
     3.10 Status of Contracts, Licenses, Debt Instruments. . . 16
     3.11 Employment Relationships . . . . . . . . . . . . . . 17
     3.12 Multi-Employer Plans . . . . . . . . . . . . . . . . 17
     3.13 Labor Relations. . . . . . . . . . . . . . . . . . . 17
     3.14 Litigation and Other Proceedings . . . . . . . . . . 17
     3.15 Compliance with Laws . . . . . . . . . . . . . . . . 18
          (a)  Generally . . . . . . . . . . . . . . . . . . . 18
          (b)  Charges or Violations . . . . . . . . . . . . . 18
          (c)  Permits . . . . . . . . . . . . . . . . . . . . 18
          (d)  Environmental . . . . . . . . . . . . . . . . . 18
     3.16 Bank Accounts. . . . . . . . . . . . . . . . . . . . 19
     3.17 Transactions with Affiliates . . . . . . . . . . . . 19
     3.18 Commissions. . . . . . . . . . . . . . . . . . . . . 20
     3.19 Records. . . . . . . . . . . . . . . . . . . . . . . 20
     3.20 Accuracy of Statements . . . . . . . . . . . . . . . 20

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER. . . . . . . 20
     4.1  Status of Buyer. . . . . . . . . . . . . . . . . . . 20
          (a)  Corporate Existence and Status. . . . . . . . . 20
          (b)  Authorization . . . . . . . . . . . . . . . . . 20
          (c)  Absence of Violations or Conflicts. . . . . . . 21
          (d)  No Governmental Consents Required . . . . . . . 21
     4.2  Commissions. . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 5 CLOSING AND CLOSING DATE . . . . . . . . . . . . . . 21
     5.1  Closing. . . . . . . . . . . . . . . . . . . . . . . 21
     5.2  Conditions as to Closing . . . . . . . . . . . . . . 22
     5.3  Simultaneous Closing . . . . . . . . . . . . . . . . 22

ARTICLE 6 COVENANTS OF SELLER. . . . . . . . . . . . . . . . . 22
     6.1  Conduct of Business by Seller. . . . . . . . . . . . 22
     6.2  Affirmative Covenants Relating to Seller . . . . . . 23
     6.3  Obligations Concerning Employees . . . . . . . . . . 24
     6.4  Employee Records . . . . . . . . . . . . . . . . . . 25
     6.5  Consents and Closing Conditions. . . . . . . . . . . 25
     6.6  Payment of Certain Transactional Costs and Taxes . . 25
     6.7  Properties . . . . . . . . . . . . . . . . . . . . . 25
          (a)  Condition of the Properties . . . . . . . . . . 25
          (b)  Seller's Deliveries . . . . . . . . . . . . . . 25
     6.8  Bulk Transfer Compliance . . . . . . . . . . . . . . 26

                                    ii
<PAGE> 4
     6.9  Noncompetition . . . . . . . . . . . . . . . . . . . 26
     6.10 Delivery of Unaudited Closing Balance Sheet. . . . . 27
     6.11 Release of Affiliate Encumbrances. . . . . . . . . . 27
     6.12 S-X Financial Statements . . . . . . . . . . . . . . 27

ARTICLE 7 COVENANTS OF BUYER . . . . . . . . . . . . . . . . . 27
     7.1  Consents and Closing Conditions. . . . . . . . . . . 27
     7.2  Title to Real Property . . . . . . . . . . . . . . . 27
     7.3  Access to Seller's Controller. . . . . . . . . . . . 28
     7.4  Employees Hired by Buyer . . . . . . . . . . . . . . 28
     7.5  Release from Guarantees and Replacement of Bonds . . 28
     7.6  Reopening of Closed Mines. . . . . . . . . . . . . . 28
     7.7  Other Matters. . . . . . . . . . . . . . . . . . . . 28

ARTICLE 8 TAX MATTERS. . . . . . . . . . . . . . . . . . . . . 28
     8.1  Payment of Taxes . . . . . . . . . . . . . . . . . . 28
     8.2  Cooperation and Records Retention. . . . . . . . . . 29
     8.3  Tax Elections. . . . . . . . . . . . . . . . . . . . 29

ARTICLE 9 BUYER'S CONDITIONS TO CLOSING. . . . . . . . . . . . 29
     9.1  Continued Truth of Warranties. . . . . . . . . . . . 29
     9.2  Performance of Covenants . . . . . . . . . . . . . . 29
     9.3  No Material Adverse Change . . . . . . . . . . . . . 29
     9.4  Permits and Consents . . . . . . . . . . . . . . . . 29
     9.5  Full Investigation . . . . . . . . . . . . . . . . . 29
     9.6  Title Insurance Policies . . . . . . . . . . . . . . 30
     9.7  Closing Documents. . . . . . . . . . . . . . . . . . 30

ARTICLE 10 SELLER'S AND ER LIME'S CONDITIONS TO CLOSING. . . . 30
     10.1 Continued Truth of Warranties. . . . . . . . . . . . 30
     10.2 Performance of Covenants . . . . . . . . . . . . . . 30
     10.3 Permits and Consents . . . . . . . . . . . . . . . . 30
     10.4 Closing Documents. . . . . . . . . . . . . . . . . . 30

ARTICLE 11 DOCUMENTS TO BE DELIVERED AT CLOSING. . . . . . . . 31
     11.1 Documents to be Delivered by Seller and/or ER
          Lime . . . . . . . . . . . . . . . . . . . . . . . . 31
     11.2 Documents to be Delivered by Buyer . . . . . . . . . 33

ARTICLE 12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . 33
     12.1 General Indemnification. . . . . . . . . . . . . . . 33
          (a)  By Seller . . . . . . . . . . . . . . . . . . . 33
          (b)  By Buyer. . . . . . . . . . . . . . . . . . . . 34
          (c)  Damages . . . . . . . . . . . . . . . . . . . . 35
     12.2 Notice of, and Procedures for, Collecting
          Indemnification. . . . . . . . . . . . . . . . . . . 35

                                    iii
<PAGE> 5
          (a)  Initial Claim Notice. . . . . . . . . . . . . . 35
          (b)  Rights of Indemnitor. . . . . . . . . . . . . . 35
          (c)  Final Claims Statement. . . . . . . . . . . . . 36
          (d)  Survival of Indemnification . . . . . . . . . . 36
          (e)  Actual Knowledge Limitation . . . . . . . . . . 36
          (f)  Minimum Dollar Limitation . . . . . . . . . . . 36
          (g)  Limit of Indemnification. . . . . . . . . . . . 36
          (h)  Impact of Insurance Proceeds. . . . . . . . . . 37
          (i)  Dispute Resolution. . . . . . . . . . . . . . . 37

ARTICLE 13     MISCELLANEOUS . . . . . . . . . . . . . . . . . 38
     13.1 Notices. . . . . . . . . . . . . . . . . . . . . . . 38
     13.2 Amendment. . . . . . . . . . . . . . . . . . . . . . 39
     13.3 Counterparts . . . . . . . . . . . . . . . . . . . . 39
     13.4 Binding on Successors and Assigns. . . . . . . . . . 39
     13.5 Severability . . . . . . . . . . . . . . . . . . . . 39
     13.6 Waivers. . . . . . . . . . . . . . . . . . . . . . . 39
     13.7 Publicity. . . . . . . . . . . . . . . . . . . . . . 40
     13.8 Headings . . . . . . . . . . . . . . . . . . . . . . 40
     13.9 Exhibits and Schedules . . . . . . . . . . . . . . . 40
     13.10 Expenses. . . . . . . . . . . . . . . . . . . . . . 40
     13.11 Confidentiality . . . . . . . . . . . . . . . . . . 40
     13.12 Survival. . . . . . . . . . . . . . . . . . . . . . 40
     13.13 Entire Agreement; Law Governing . . . . . . . . . . 40
     13.14 No Third-Party Rights . . . . . . . . . . . . . . . 41
     13.15 Records of Seller and ER Lime . . . . . . . . . . . 41
     13.16 Records of Buyer. . . . . . . . . . . . . . . . . . 41
     13.17 Termination . . . . . . . . . . . . . . . . . . . . 41
     13.18 Disclaimer of Warranties. . . . . . . . . . . . . . 42
     13.19 Equitable Remedies. . . . . . . . . . . . . . . . . 42

                                    iv
<PAGE> 6
                          SCHEDULES
                          ---------

Schedule
  No.                    Schedule Caption
- -------                  ----------------

1.1(d)                   Addresses of Real Property
1.1(e)                   Real Property Leases
1.1(g)                   Personal Property Leases
1.1(h)                   Oral Contracts
1.1(i)                   Intellectual Property
1.2(b)                   Excluded Contract Rights
1.2(e)                   Other Excluded Assets
2.2(j)                   Affiliate Leases
3.1(d)                   Partner Information
3.1(f)                   Violations or Conflicts
3.1(g)                   Government Consents
3.2(b)                   Debt, Obligations and Liabilities
                          Incurred since September 30, 1996
3.2(c)                   Capital Leases
3.2(d)                   Exceptions to Absence of No Changes
3.3(d)                   Tax Matters
3.4(a)                   Encumbrances
3.4(c)                   Leases; True Leases
3.4(d)                   Condition of Assets
3.7                      Exceptions to Intellectual Property
                          Rights
3.8(a)                   Debt Instruments
3.8(b)                   Written Contracts
3.10                     Status; Third Party Consents
3.13                     Labor Relations
3.14                     Litigation
3.15                     Compliance With Laws and Environmental
                          Matters
3.16                     Bank Accounts; Lock Box Arrangements
3.17                     Transactions with Affiliates
4.1(c)                   Violations or Conflicts
4.1(d)                   Government Consents
7.5                      Guarantees; Bonds


                          EXHIBITS
                          --------

Exhibit
Letter                   Exhibit Description
- ------                   -------------------

Exhibit A                Trademark
Exhibit B                Agreement of MS Lime

                                    v
<PAGE> 7
                   ASSET ACQUISITION AGREEMENT


     THIS ASSET ACQUISITION AGREEMENT (this "Agreement") is entered
into as of this 27th day of December, 1996, by and among APG LIME
CORP., a Delaware corporation ("Buyer"), EASTERN RIDGE LIME L.P.,
a Delaware limited partnership ("Seller"), and EASTERN RIDGE LIME,
INC., a Delaware corporation and the general partner of Seller ("ER
Lime").

                          RECITALS
                          --------

     WHEREAS, Seller owns and operates a mineral processing
facility and quarrying and lime manufacturing business in
Ripplemead, Virginia and leases a terminal facility located in
St. Matthews, South Carolina (the "Business"); and

     WHEREAS, Seller desires to sell, assign, convey and transfer
to Buyer and, Buyer desires to acquire, certain assets relating to
the Business pursuant to the terms and conditions of this
Agreement; and

     WHEREAS, ER Lime has agreed to join in Seller's
representations, warranties, covenants and indemnification
obligations in order to induce Buyer to enter into this Agreement
and to consummate the transactions contemplated hereby;

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

                          ARTICLE 1
                          ---------

                 PURCHASE AND SALE OF ASSETS
                 ---------------------------

     1.1  Description of Assets.  At the Closing (as defined in
          ---------------------
Section 5.1), subject to the terms and conditions set forth in this
Agreement, Seller shall sell to Buyer, and Buyer shall purchase
from Seller, all of the following assets of Seller, wherever
located (collectively, the "Assets"), free and clear of all liens,
mortgages, security interests, and encumbrances except Permitted
Encumbrances (as defined in Section 3.4):

          (a)  All inventory of raw materials, work-in-process,
shipping materials, finished goods, and supplies related to the
Business (collectively, the "Inventories");

          (b)  All notes receivable and trade accounts receivable
related to Seller's Business which are not over ninety (90) days
past their respective invoice dates (collectively, the
"Receivables") (it being understood that amounts due from any
related party of Seller shall be eliminated by Seller on or before
the Closing Date (as defined in Section 5.1));

          (c)  All prepaid expenses, deposits and rights to credits
or refunds related to the Business (other than income tax refunds,
prepaid taxes and prepaid insurance under policies not assumed by
Buyer);


<PAGE> 8

          (d)  All real property and improvements and mineral
rights owned by Seller, all fixtures, machinery, equipment and
conduits providing fire protection, security, heat, exhaust,
ventilation, air conditioning, electricity, light, plumbing, gas,
sewer and water at each of the locations of such real property and
mineral rights; all privileges, rights, easements, hereditaments
and appurtenances to such real property and mineral rights; and all
of Seller's right, title and interest in and to any streets, alleys
and passages benefiting or appurtenant to such real property and
mineral rights, including, without limitation, the real property
and improvements located at the addresses listed on Schedule
                                                    --------
1.1(d) and the mineral rights described on Schedule 1.1(d)
- ------                                     ---------------
(collectively, the "Real Property");

          (e)  All right, title and interest in and to all leases
of real property and mineral rights used or usable by Seller in its
Business including, without limitation, the leases of real property
and mineral rights described on Schedule 1.1(e), together with
                                ---------------
all deposits relating thereto (collectively, the "Real Property
Leases");

          (f)  All plant, property and equipment and other tangible
personal property used or usable by Seller in its Business,
including leasehold improvements, furniture, furnishings, fixtures,
computer hardware and software, machinery, vehicles, kilns, storage
containers, tools, dies, jigs and related spare parts and all
supplies, together with all manuals, written warranties, licenses
and other similar documents relating thereto (collectively, "Fixed
Assets");

          (g)  Except as described in Section 2.2(j), all right,
title and interest in and to all leases of machinery, equipment,
vehicles or other tangible personal property used or usable by
Seller in its Business including, without limitation, the leases
described on Schedule 1.1(g), together with all deposits
             ---------------
relating thereto (collectively, the "Personal Property Leases");

          (h)  Except as described in Section 1.2(b), all right,
title and interest in and to all written bids, sales orders, sales
and service contracts, supply contracts, maintenance contracts,
distributor agreements, license agreements, consulting agreements,
confidentiality agreements, trade secrecy agreements and other
written contract rights (including amendments thereto) of Seller
related to the Business and all oral contracts of Seller related to
the Business described on Schedule 1.1(h) hereto (collectively,
                          ---------------
the "Contract Rights");

          (i)  Except as described in Section 1.2(d), all right,
title and interest in and to all service marks, trademarks, trade
names, logos, patents, copyrights, licenses, franchises,
discoveries and other know-how of Seller, including, without
limitation, the items described in Schedule 1.1(i), and all
                                   ---------------
applications therefor, and all goodwill associated with any of the
foregoing (collectively, the "Intellectual Property");

          (j)  All designs, models, prototypes, plans,
specifications, engineer and other drawings and everything related
thereto;  all sales materials, catalogs and advertising materials;
all records and files pertaining to customers and suppliers,
including without limitation, customer and supplier lists, mailing
lists, sales records, correspondence with customers, customer files
and account histories, and records of purchases from and
correspondence with suppliers; and all

                                    2
<PAGE> 9
business records, financial records, computer software and other
books and records of Seller; and

          (k)  the Business as a going concern, including all
transferable governmental permits and existing lock box
arrangements, and the goodwill thereof.

     1.2  Excluded Assets.  Notwithstanding the provisions of
          ---------------
Section 1.1, Buyer shall not be entitled to purchase, and Seller
shall not be required to sell, any of the following assets
(collectively, the "Excluded Assets"):

          (a)  Income and franchise tax returns, information
returns, reports, elections and work papers, and any rights to
income tax refunds and prepaid income taxes;

          (b)  Any right and interest of Seller in (i) any
contract, agreement or commitment identified on Schedule 1.2(b)
                                                ---------------
and all oral contracts, agreements or commitments except those
identified on Schedule 1.1(h) hereto, and (ii) this Agreement
              ---------------
and any other agreements and instruments to be executed by Seller
in connection with the sale of its Assets and the other
transactions contemplated by this Agreement;

          (c)  Any and all of Seller's insurance policies,
including all rights to coverages, all proceeds and all prepaid
insurance under such policies, except as set forth in Section
12.2(c) of this Agreement;

          (d)  Any right and interest of Seller in (i) the name
"Mississippi Lime" and those other tradenames of Seller which are
utilized by Mississippi Lime Company, a Missouri corporation and
the limited partner of Seller ("MS Lime"), or its affiliates in
their respective continuing business operations; and (ii) the
trademark shown in Exhibit A hereof;
                   ---------

          (e)  Those assets of Seller (if any) which are
specifically identified on Schedule 1.2(e);
                           ---------------

          (f)  Cash and cash equivalents of Seller; and

          (g)  The general ledger of Seller and other supporting
accounting records of Seller and the books, records and other
documents relating to the items described in Section 1.2(a) through
(f) above.

     1.3  Purchase Price.  The aggregate consideration to
          --------------
be paid by Buyer to Seller for the Assets (the "Purchase Price")
shall be an amount equal to (i) Eight Million One Hundred Thousand
Dollars ($8,100,000), plus (ii) Working Capital (as defined
                      ----
herein) of Seller as of the Closing Date (subject to post-closing
adjustment pursuant to Sections 1.4 and 1.7 hereof). The Purchase
Price is to be paid at Closing by wire transfer of immediately
available funds, to an account or accounts designated by Seller at
least three (3) business days prior to the Closing Date. The term
"Working Capital" shall mean (i) Receivables (without any reserve
for doubtful accounts) plus Inventories and other current
                       ----
Assets, (ii) less current Assumed Liabilities, all calculated
             ----
in accordance with generally accepted accounting principles
consistently applied.

                                    3
<PAGE> 10
Seller shall provide to Buyer on the third business day preceding
the Closing Date, a balance sheet identifying the components of
Working Capital as of November 30, 1996 (the November Balance
Sheet"), subject to the review and agreement by Buyer, and further
subject to the provisions of Sections 1.4 and 1.7 hereof.

     1.4  Purchase Price Adjustment.
          -------------------------

          (a)  As soon as practicable, but in any event within
sixty (60) calendar days after the Closing Date, Seller shall
deliver to Buyer a balance sheet setting forth the components of
Working Capital as of the Closing Date audited by Ernst & Young LLP
(the "Closing Balance Sheet").

          (b)  Buyer shall give written notice to Seller of its
objection to the Closing Balance Sheet, if any, within ten (10)
calendar days of receipt of the Closing Balance Sheet by Buyer. If
Buyer fails to object thereto within such ten-day period, then
Working Capital for purposes of Section 1.3 shall be as determined
in accordance with the Closing Balance Sheet. If Buyer objects to
the Closing Balance Sheet within such ten-day period, then the
subjects of such disagreements shall be submitted promptly for
final determination by the parties to the St. Louis office of
Arthur Andersen LLP.  The written determination by Arthur Andersen
LLP. of the disputed items shall be made and delivered promptly
to the parties hereto and shall be final and conclusive on the
parties hereto and the term "Closing Balance Sheet" used herein
shall thereafter mean and refer to the Closing Balance Sheet as
adjusted by Arthur Andersen LLP.  The fees and expenses of Arthur
Andersen LLP. shall be shared equally by Seller and Buyer.

          (c)  If the amount of Working Capital as determined from
the Closing Balance Sheet is different from the amount of Working
Capital as determined from the November Balance Sheet, then the
amount of such deviation shall constitute a "Purchase Price
Adjustment."

          (d)  If the Purchase Price is required to be adjusted
upward pursuant to this Section 1.4, Buyer shall deliver to Seller,
within three (3) business days after final determination of the
Purchase Price Adjustment, a check payable to Seller in the amount
of the Purchase Price Adjustment. If the Purchase Price is required
to be adjusted downward, Seller shall deliver to Buyer, within
three (3) business days after final determination of the Purchase
Price Adjustment, a check payable to Buyer in the amount equal to
the Purchase Price Adjustment.

     1.5  Purchase Price Allocation.  Buyer and Seller agree to
          -------------------------
allocate on or prior to January 17, 1997, the aggregate
consideration hereunder for all purposes among the Assets
consistent with an appraisal report delivered to such parties that
is prepared by American Appraisal Associates (the "Appraisal")
and, with respect to those Assets which were not appraised in the
Appraisal, as agreed to between Buyer and Seller.  Both Buyer and
Seller shall have the right to confer with American Appraisal
Associates prior to the issuance of the final Appraisal.  The cost
of obtaining the Appraisal shall be borne by Buyer. None of Buyer,
Seller or ER Lime shall take a position in any Return (as defined
in Section 3.3(a)), or examination or other administrative or
judicial proceeding relating to any Return, that is inconsistent
with such allocation.

                                    4
<PAGE> 11
     1.6  Collection of Receivables and Remission.  From and
          ---------------------------------------
after the Closing, Buyer shall have the right and authority to
collect for its own account all Receivables and to endorse the name
of Seller on any checks or drafts received with respect to any such
Receivables, and Seller agrees to deliver promptly to Buyer any
cash or other property received directly or indirectly by Seller
with respect to such Receivables, including any amounts payable as
interest, and to offer such assistance as Buyer may reasonably
request to provide for the termination or transfer of existing
lockbox arrangements, if any, and to instruct account debtors to
forward payments to Buyer.  If any Receivable is to be collected
through a draw on a letter of credit or similar instrument issued
for the account of any customer, Seller shall cooperate with Buyer
to assign all of Seller's rights under such letter of credit or
other instrument, where permitted, or otherwise to ensure that
Buyer obtains the benefit of the proceeds of such letter of credit
or other instrument.

     1.7  Accounts Receivable Adjustment.  Within five (5) days
          ------------------------------
after the Closing Date, Seller shall deliver to Buyer a listing of
all Receivables (including debtor and aging information) reflected
on the books and records of Seller as of the Closing Date certified
as true and accurate by an officer of Seller. Seller and ER Lime,
jointly and severally, each agree that if Buyer has not received
payment in immediately available funds of any such Receivable
within ninety (90) days of its invoice date, it will pay to Buyer
such uncollected amount on demand in immediately available funds,
which demand will not be made more frequently than once per month.
Upon receipt of payment of any such Receivable from Seller or ER
Lime, as the case may be, Buyer agrees to assign to the payor
thereof, any such Receivable for collection.  Buyer and Seller
agree that payments received by Buyer which are not designated as
applicable to a specific invoice shall be applied to unpaid
invoices chronologically beginning with payment of the oldest
invoice first.  Buyer agrees it will use reasonable collection
efforts with respect to the Receivables after the Closing Date
until the Receivables are ninety (90) days past their respective
invoice dates.

                          ARTICLE 2
                          ---------

              ASSUMPTION OF CERTAIN LIABILITIES
              ---------------------------------

     2.1  Assumed Liabilities.  At the Closing, subject to the
          -------------------
terms and conditions set forth in this Agreement, Seller shall
transfer and Buyer shall assume, pay and perform on or subsequent
to the Closing Date, all of the following specified liabilities and
obligations of Seller (collectively, the "Assumed Liabilities"):

          (a)  All trade accounts payable and customer advance
payments (including the components thereof comprised of billings in
excess of costs and estimated earnings on uncompleted contracts
which are (i) set forth on a schedule to be delivered by Seller at
least three (3) business days prior to the Closing Date or (ii)
incurred in the ordinary course of the Business between the date of
such schedule and the Closing Date, reflected on the books and
records of Seller as of the Closing Date and which will be fully
accrued on the Closing Balance Sheet; and

          (b)  All obligations incurred in the ordinary course of
Seller's business under the express terms of the Personal Property
Leases, the Real Property Leases and the Contract

                                    5
<PAGE> 12
Rights, but only to the extent such obligations are (i) attributable
to the period after the Closing Date or (ii) for the payment of
money which are (1) fully accrued on the November Balance Sheet or
(2) incurred in the ordinary course of the Business between November
30, 1996 and the Closing Date, reflected on the books and records of
Seller as of the Closing Date and which will be fully accrued on the
Closing Balance Sheet.

     2.2  Excluded Liabilities.  Except for the liabilities and
          --------------------
obligations of Seller to be specifically assumed by Buyer under
Section 2.1, Buyer shall not assume, and Seller shall remain liable
for, any and all liabilities, obligations, claims and commitments
of or against Seller which are not specifically set forth herein as
being expressly assumed by Buyer (and regardless of whether set
forth in the Schedules), whether the same are known or unknown,
existing, contingent upon future events or circumstances, accrued,
funded, unfunded or otherwise, including without limitation:

          (a)  any Taxes (as defined in Section 3.3(a)) imposed on
Seller;

          (b)  any liability or obligation resulting from any
product liability claims with respect to products shipped prior to
Closing;

          (c)  any liability or obligation resulting from any
formal or informal, written or unwritten agreement with respect to
employee compensation, severance pay, bonus, pension, retirement,
profit sharing, health or medical benefit, welfare or vacation
plan, or any other employee benefit or fringe benefit plan and any
stock option arrangements or employment agreements;

          (d)  any obligation under any collective bargaining
agreement covering any employees of Seller;

          (e)  any obligation under agreements and instruments not
included within the Contract Rights, the Real Property Leases or
the Personal Property Leases;

          (f)  any liability, expense or obligation of any kind or
nature whatsoever to governmental entities and/or private persons
or entities under federal, state and local environmental statutes
or regulations arising from events involving Seller or operations
of Seller (or Seller's predecessors) prior to the Closing;

          (g)  any liabilities or rights of Seller under or
pertaining to any lawsuits to which Seller is or may be named a
party based upon facts, events or circumstances which occurred
prior to the Closing;

          (h)  any liabilities arising from administrative claims
and workers' compensation claims including, without limitation,
claims by employees or the heirs, personal representatives or
executors of employees of Seller based upon facts, events or
circumstances which occurred prior to the Closing;

          (i)  any liabilities of Seller relating to the Excluded
Assets;

                                    6
<PAGE> 13
          (j)  the leases between Seller and its affiliates
identified on Schedule 2.2(j) and all other obligations and
              ---------------
liabilities between Seller and its affiliates; and

          (k)  any indebtedness for borrowed money incurred prior
to the Closing.

                          ARTICLE 3
                          ---------

    REPRESENTATIONS AND WARRANTIES OF SELLER AND ER LIME
    ----------------------------------------------------

     Seller and ER Lime hereby represent and warrant to Buyer,
jointly and severally, as follows:

     3.1  Status of Seller and ER Lime.
          ----------------------------

          (a)  Limited Partnership Existence and Status;
               -----------------------------------------
Qualification.  Seller is a limited partnership duly organized
- -------------
and validly existing under the laws of the State of Delaware.

          (b)  Corporate Existence and Status.  ER Lime is a
               ------------------------------
corporation duly incorporated, organized, entitled to conduct
business and validly existing in good standing under the laws of
the State of Delaware.

          (c)  Power.  Seller has all requisite power and
               -----
authority to own, lease and operate its Assets and to carry on the
Business as is currently conducted.

          (d)  Partnership Agreement; Ownership.  A true and
               --------------------------------
complete copy of the partnership agreement of Seller has been
delivered to Buyer as of or prior to the date hereof. The name and
residence address or principal place of business, as applicable, of
each of the holders of partnership interests in Seller and the
respective percentage interest held by each holder are set forth on
Schedule 3.1(d).  ER Lime is the sole general partner of
- ---------------
Seller.

          (e)  Authorization and Consents.  Subject in each
               --------------------------
instance to obtaining all necessary consents and approvals as
contemplated herein:

               (i)  Each of Seller and ER Lime has the right, power
     and authority to enter into this Agreement and each other
     agreement, instrument or other document required to be
     executed by it hereunder (collectively, the "Other
     Agreements") and to consummate the transactions contemplated
     by, and otherwise to comply with and perform their respective
     obligations under this Agreement and the Other Agreements
     including, without limitation, with respect to Seller, the
     sale of the Assets;

               (ii) The execution and delivery by Seller and ER
     Lime of this Agreement and the Other Agreements to which it is
     a party, and the consummation by Seller and ER Lime of the
     transactions contemplated by, and other compliance with and
     performance of its obligations under, this Agreement
     (including, with respect to Seller, the sale of the Assets)
     and the Other Agreements to which it is a party have been duly
     authorized by all necessary action on the part of Seller, ER
     Lime and the partners of

                                    7
<PAGE> 14
     Seller and the Board of Directors of ER Lime in compliance with
     all governing or applicable agreements, instruments or other
     documents and applicable law; and

               (iii)     This Agreement and the Other Agreements to
     which either Seller or ER Lime is a party constitute the valid
     and binding agreements of Seller and/or ER Lime and are
     enforceable against Seller or ER Lime in accordance with their
     respective terms.

          (f)  Absence of Violations or Conflicts.  Except as
               ----------------------------------
disclosed in Schedule 3.1(f) and subject in each instance to
             ---------------
obtaining all necessary consents and approvals as contemplated in
Sections 3.1(g) and 3.10, the execution and delivery of this
Agreement and the Other Agreements to which either Seller or ER
Lime is a party and the consummation by Seller and ER Lime of the
transactions contemplated by, or other compliance with or
performance under, this Agreement (including, with respect to
Seller, the sale of the Assets) and the Other Agreements to which
either Seller or ER Lime is a party, do not and will not with the
passage of time or giving of notice or both:

               (i)  constitute a violation of, be in conflict with,
     constitute a default or require any payment under, permit a
     termination of, require any consent under, or result in the
     creation or imposition of any lien, encumbrance or other
     material adverse claim or interest other than Permitted
     Encumbrances upon any of the Assets under (A) any material
     contract, agreement, commitment, undertaking or understanding
     to which Seller or ER Lime is a party or to which either
     Seller, ER Lime or any of the Assets are subject or bound,
     (B) any judgment, decree or order of any governmental or
     regulatory authority to which Seller, ER Lime or any of the
     Assets are subject or bound, (C) any applicable material law
     or regulation, or (D) any governing or organizational
     documents of Seller and ER Lime including the Certificate of
     Limited Partnership and the Limited Partnership Agreement of
     Seller and the Certificate of Incorporation and Bylaws of ER
     Lime, in each case, as amended; or

               (ii) create, or cause the acceleration of the
     maturity of, any Assumed Liabilities.

          (g)  Required Government Consents.  Except as set
               ----------------------------
forth in Schedule 3.1(g), no consent, approval, order or
         ---------------
authorization of, or registration, declaration or filing with, any
governmental authority is required on the part of Seller or ER Lime
in connection with the execution or delivery of this Agreement or
the Other Agreements to which it is a party or the consummation of
the transactions contemplated by, or other compliance with or
performance under, this Agreement (including with respect to
Seller, the sale of the Assets) or such Other Agreements by Seller
or ER Lime.

          (h)  Investments.  Seller holds no equity securities
               -----------
of or has no investments in or loans or advances to any business
enterprise, person or entity or any agreements or commitments for
the same (other than trade terms extended to customers in the
ordinary course of business and travel advances to employees).

                                    8
<PAGE> 15
     3.2  Financial Matters.
          -----------------

          (a)  Financial Statements.  The balance sheets as of
               --------------------
December 31, 1995 and 1994 and the income statements and statements
of cash flows for the years ended December 31, 1995, 1994 and 1993
(all of which balance sheets, income statements and statements of
cash flows have been extracted from audited financial statements of
ER Lime and its affiliates) and the unaudited balance sheet as of
September 30, 1996, and the unaudited income statements and
statements of cash flows for the nine months ended September 30,
1996 and 1995 of Seller (the "Financial Statements") have been
provided to Buyer prior to the date hereof. Each of the Financial
Statements is true, complete and correct and fairly presents
(including but not limited to the inclusion of all adjustments with
respect to interim periods which are necessary to present fairly
the financial condition and assets and liabilities or the results
of operations of Seller) the financial condition and assets and
liabilities and the results of operations of Seller as of the dates
and for the periods indicated.  The Financial Statements were
prepared in accordance with generally accepted accounting
principles applicable to the business of Seller consistently
applied in accordance with past accounting practices except that
the Financial Statements do not contain footnotes. The books and
records of Seller that were used to prepare the Financial
Statements and that will be used to derive the Closing Balance
Sheet are complete and accurate in all material respects

          (b)  Absence of Undisclosed Liabilities.  Except (i)
               ----------------------------------
as reflected in the September Balance Sheet (as defined below),
(ii) for debt, obligations and liabilities which are set forth on
Schedule 3.2(b) hereof and are incurred in the ordinary course
- ---------------
of business or in connection with the transactions contemplated by
this Agreement since September 30, 1996, and (iii) for the Excluded
Liabilities, Seller has no debt, obligations, guaranties of
obligations of others or liabilities (contingent or otherwise) that
would be required to be disclosed in financial statements prepared
in accordance with generally accepted accounting principles.

          (c)  Capital Leases.  Schedule 3.2(c) lists (and
               --------------   ---------------
designates) all lease agreements or other arrangements regarding
the leasing of Assets to Seller which are (or should be) recorded
in the Financial Statements as capital leases.

          (d)  Absence of Certain Changes or Events.  Since
               ------------------------------------
September 30, 1996 and except as disclosed in on Schedule
                                                 --------
3.2(d), there has not been:
- ------

               (i)  any material adverse change in or damage or
     loss to the Assets. operations, liabilities, earnings,
     business or condition (financial or otherwise) of Seller;

               (ii) any increase in the compensation payable by
     Seller to any partner, limited partner, officer, employee or
     agent of Seller other than routine increases made in the
     ordinary course of business consistent with past practice, or
     any bonus, incentive compensation, service award, right to
     severance or other like benefit, granted, made or accrued,
     contingently or otherwise, to or to the credit of any of such
     partner, limited partner, officer, employee or agent, or any
     employee welfare, pension, retirement or similar payment or
     arrangement made or agreed to by Seller or ER Lime or any
     affiliate

                                    9
<PAGE> 16
     with respect to any partner, limited partner, officer, employee
     or agent, other than pursuant to plans existing as of September
     30, 1996;

               (iii)     any addition to, or modification of, any
     profit sharing, bonus, deferred compensation, insurance,
     pension, retirement or other employee benefit plan,
     arrangement or practice existing as of September 30, 1996,
     other than accruals made for fiscal year 1996 in accordance
     with the normal practices of Seller;

               (iv) any sale, assignment or transfer (including,
     without limitation, any collateral assignment or the granting
     or permitting of any lien, encumbrance or other claim) of any
     of the Assets other than in the ordinary course of business or
     consistent with past practices;

               (v)  any amendment, modification, waiver or
     cancellation of any debt owed to, or claim of, Seller, or
     settlement by Seller or ER Lime of any dispute involving any
     payment or other obligation due to or owed by Seller to be
     made or performed after the Closing Date;

               (vi) any borrowing of money by Seller (exclusive of
     draws on operating lines of credit in amounts not materially
     greater than Seller's historical borrowing pattern), any
     increase in any existing indebtedness of Seller, or the
     incurrence of any obligation or liability (whether absolute or
     contingent), other than (A) current liabilities incurred in
     the ordinary course of the Business which constitutes an
     Assumed Liability and (B) the Excluded Liabilities;

               (vii)     any payment of any obligation or liability
     (whether absolute or contingent), other than current
     liabilities reflected in the balance sheet as of September 30,
     1996 (the "September Balance Sheet") and current liabilities
     incurred since September 30, 1996 in the ordinary course of
     the Business;

               (viii)    any capital expenditure or commitment to
     make a capital expenditure (exclusive of expenditures for
     repair or maintenance of equipment in the ordinary course of
     the Business);

               (ix) any incurrence of any extraordinary loss or
     knowing waiver of any rights of substantial value by Seller in
     connection with any aspect of the Business whether or not in
     the ordinary course of the Business;

               (x)  any cancellation, termination or amendment by
     Seller of any material contract, agreement, license or other
     instrument to which Seller is a party or by which it is bound
     except for terminations in the ordinary course of business;

               (xi) any merger or consolidation of Seller into or
     with any corporation or enterprise, or any action by Seller
     toward or effecting such a merger or consolidation or a
     complete or partial liquidation or dissolution of Seller or
     any material portion of its assets (other than as contemplated
     by this Agreement);

                                    10
<PAGE> 17
               (xii)     any failure on the part of Seller to
     operate the Business in the ordinary course so as to preserve
     the organization intact in all material respects, including
     the services of its key employees and the goodwill of its
     suppliers, customers and others having business relations with
     Seller but excluding, however, the loss of the services of any
     key employees or the loss of any such goodwill of Seller as a
     result of the pendency of the transactions contemplated by
     this Agreement or the actions of Buyer or its agents; or

               (xiii)    any agreement by or commitment of Seller
     to do or permit any of the foregoing.

     3.3  Taxes.  Notwithstanding anything in this Agreement to
          -----
the contrary, this Section 3.3 shall not apply with regard to any
Tax or Taxes (as such terms are defined in this Section 3.3) to the
extent that from and after the Closing, the Assets are not subject
to a lien for such Tax or Taxes, and Buyer or its affiliates are
not liable for such Tax or Taxes.

          (a)  Definitions.  For purposes of this Agreement:
               -----------

               (i)  The term "Code" shall mean the Internal Revenue
     Code of 1986, as amended. All citations to the Code or to the
     regulations promulgated thereunder shall include any
     amendments or any substitute or successor provisions thereto.

               (ii) The term "Returns" shall mean, collectively,
     all reports, declarations, estimates, returns, information
     statements, and similar documents relating to, or required to
     be filed in respect of, any Taxes; and any statements,
     returns, reports, or similar documents required to be filed
     pursuant to any similar income, excise, or other tax provision
     of federal, state, local or foreign law; and the term "Return"
     means any one of the foregoing Returns.

               (iii)     The term "Taxes" shall mean (A) all net
     income, gross income, gross receipts, sales, use, ad valorem,
     franchise, profits, license, lease, service, service use,
     withholding, employment, payroll, excise, severance, transfer,
     documentary, mortgage, registration, stamp, occupation,
     environmental, premium, property, windfall, profits, customs,
     duties, and other taxes, fees, assessments or charges of any
     kind whatever, together with any interest, penalties and other
     additions with respect thereto, imposed by any federal, state,
     local or foreign government; and (B) any penalties, interest,
     or other additions to a Tax for the failure to collect,
     withhold, or pay over any of the foregoing, or to accurately
     file any Return; and the term "Tax" shall mean any one of the
     foregoing Taxes. Notwithstanding the foregoing, however, when
     used with reference to a specified person (for example and
     without limitation, "Taxes of Seller"), the terms "Taxes" and
     "Tax" shall include only those amounts for which such person
     is, or could become, liable in whole or part (including,
     without limitation, any obligation in connection with a duty
     to collect, withhold, or pay over any Tax, any obligation to
     contribute to the payment of any Taxes determined on a
     consolidated, combined, or unitary basis, any liability as a
     transferee, or any liability as a result of any express or
     implied obligation to indemnify or pay the Tax obligations of
     another person).

                                    11
<PAGE> 18
          (b)  Returns Filed and Taxes Paid.  (i) Seller has
               ----------------------------
duly filed or caused to be filed, on or before the due date thereof
(including any valid extensions), with the appropriate taxing
authorities, all Returns that it is required to file; (ii) each
such Return (including any amendment thereto) is true, correct, and
complete in all material respects; (iii) all Taxes of Seller due
with respect to, or shown to be due on, each such Return (or
amendment) or subsequent assessment with regard thereto, have been
timely paid; (iv) there is no valid basis for the assessment of any
deficiency with regard to any such Return; and (v) there are no
extensions of time to file which are pending. No other Taxes of
Seller are due with respect to any taxable periods or portions of
periods ending on or before the Closing Date. There are no liens,
attachments, or similar encumbrances on any of the Assets with
respect to any Taxes, other than liens for Taxes of Seller that are
not yet due and payable.

          (c)  Audit History and Other Proceedings.  There are
               -----------------------------------
no (i) pending or, to the knowledge of Seller or ER Lime,
threatened (either in writing or verbally, formally or informally)
audits, investigations, claims, proposals or assessments for or
relating to any Taxes of Seller; (ii) no material deficiencies for
Taxes of Seller have been claimed, proposed or assessed by any
taxing or other governmental authority; (iii) there are no matters
under discussion with any governmental authorities with respect to
Taxes that could result in any additional amount of Taxes of
Seller; (iv) no extension of a statute of limitations relating to
Taxes is in effect; and (v) there are no requests for rulings or
determinations in respect of Taxes of Seller pending with any
governmental authority.

          (d)  Miscellaneous.  To the knowledge of Seller or ER
               -------------
Lime and except as disclosed on Schedule 3.3(d) hereto, none of
                                ---------------
the Assets (i) is property which is required to be treated as being
owned by any other person pursuant to the so-called "safe harbor
lease" provisions of former Section 168(f)(8) of the Code; or
(ii) directly or indirectly secures any debt, the interest on which
is tax exempt under Section 103(a) of the Code. To the knowledge of
Seller or ER Lime, the transactions contemplated by this Agreement
are not subject to the tax withholding provisions of Code Section
3406, or of subchapter A of Chapter 3 of the Code, or of any other
comparable provision of law.

     3.4  Title to and Condition of Assets.
          --------------------------------

          (a)  Title to Assets.  With the exception of
               ---------------
Permitted Encumbrances (as defined below) and encumbrances in favor
of affiliates of Seller which will be removed by Seller on or prior
to the Closing Date in accordance with Section 6.11 hereof, Seller
has good and marketable title to the Assets free and clear of any
mortgage, lien, encumbrance, claim, option, security interest,
conditional sale agreement or other right of any person or entity
to the Assets (excluding leased Assets). Except (i) as otherwise
disclosed in this Agreement, (ii) for the Permitted Encumbrances,
and (iii) for encumbrances in favor of affiliates of Seller which
will be removed by Seller on or prior to the Closing Date in
accordance with Section 6.11 hereof, none of the Assets is subject
to any lease, lien, security interest, mortgage, charge, easement
or encumbrance, right of first refusal, option or other restriction
of any nature whatsoever, nor subject to any pending, or to the
best of Seller's knowledge after due inquiry, threatened
condemnation proceedings. None of the Assets, whether owned or
leased, is subject to any ordinance, other law, rule, regulation,
official interpretation or guideline of any governmental

                                    12
<PAGE> 19
authority applicable to Seller or the Assets which materially
adversely affect the value of any of the Assets or the Business or
prevents or might reasonably be expected to prevent, the manner in
which the Asset and the Business have been, or are now, used or
enjoyed. The term "Permitted Encumbrances," as used in this
Agreement, means (i) liens, security interests and other
encumbrances disclosed on Schedule 3.4(a), (ii) liens for Taxes
                          ---------------
accrued but not yet payable, (iii) liens arising as a matter of law
in the ordinary course of business as to which there is no known
default, and (iv) such imperfections of title, if any, as do not
materially detract from the value or interfere with the present use
or sale of the Assets.

          (b)  Real and Personal Property.  For purposes of
               --------------------------
this Agreement, "Property" or "Properties" collectively refers to
those real properties owned or used by Seller and included with the
Assets of Seller. Schedules 1.1(d) and (e) lists all of the
                  ------------------------
Properties. To the knowledge of Seller or ER Lime, no part of the
Properties is "tax-exempt use property" under Section 168(h) of the
Code.

          (c)  Leases; Subleases.  For purposes of this
               -----------------
Agreement, "Lease" means any written or oral lease, sublease or
rental agreement (and any related contract, agreement, commitment,
arrangement, undertaking or understanding) included as part of the
Assets and all amendments, modifications and supplements thereof
and waivers and consents thereunder pursuant to which Seller
leases, subleases or rents any real or personal property, either as
lessor, lessee, landlord or tenant. Schedule 3.4(c) lists all
                                    ---------------
written and oral Leases, except those which (i) can be cancelled by
Seller upon thirty (30) or fewer days' notice without penalty or
the acceleration of rentals, (ii) involve an annual rental of
$10,000 or less, or (iii) have been identified on Schedules
                                                  ---------
1.1(e) and (g).  True and complete copies of all written Leases
- --------------
required to be disclosed shall be made available prior to the
Closing to Buyer. With respect to each of the Leases: (A) neither
Seller nor, to the knowledge of Seller or ER Lime, any other party
is in material default in connection with such Lease; (B) no act or
event has occurred which, with notice or lapse of time or both,
would constitute a material default under such Lease with respect
to Seller or, to the knowledge of Seller or ER Lime, any other
party; (C) there is no basis for any claim of material default
under such Lease with respect to Seller or, to the knowledge of
Seller or ER Lime, any other party; (D) Seller has not given or
received any notice of cancellation or termination in connection
with such Lease; (E) such Lease is the valid and binding agreement
of the parties which is in full force and effect and is enforceable
in accordance with its terms, except with regard to the other party
or parties to such Lease, as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws and general principles of equity; (F) except as
disclosed in Schedule 3.1(f), such Leases will not require
             ---------------
consents of the other parties thereto in order to be assigned to
Buyer hereunder; and (G) to the knowledge of Seller or ER Lime,
except as disclosed in Schedule 3.4(c), no such Lease is a
                       ---------------
"true" lease for federal income tax purposes under Section 168 of
the Code.

          (d)  Adequacy; Condition.  Since September 30, 1996,
               -------------------
there has not been any material deterioration of the plants,
buildings, structures, appurtenances or Fixed Assets of Seller.
Except as set forth in Schedule 3.4(d): (i) Seller has not
                       ---------------
received notice of violation (which has not been cured) of, and to
the knowledge of Seller or ER Lime, Seller is in compliance with,
all applicable material building, zoning, land use or other similar
statutes,

                                    13
<PAGE> 20
laws, ordinances, regulations, permits, health and safety
codes or other requirements in respect of any of the Properties or
any of the properties subject to a Lease (and Seller's current use
of such properties does not constitute a nonconforming use); and
(ii) there are no outstanding requirements or recommendations by
fire underwriters or rating boards, any insurance companies or
holders of mortgages or other security interests that have been
communicated to Seller within the current year or the last three
(3) full calendar years requiring or recommending any repairs or
work to be done with reference to any of the Properties or the
properties subject to a Lease.

          (e)  All Necessary Assets.  The Assets of Seller
               --------------------
constitute all of the assets (other than the Excluded Assets) which
Seller requires to adequately conduct the operation of the Business
as presently conducted.

     3.5  Receivables.  The Receivables are valid, existing and
          -----------
represent monies due the Seller as a result of transactions in the
ordinary course of business and are for goods sold or services
rendered by Seller. The reserves for doubtful accounts reflected in
the Financial Statements have been determined in accordance with
generally accepted accounting principles and past practices
consistently applied.

     3.6  Inventories.  The Inventories were acquired and have
          -----------
been maintained in the ordinary course of the Business.

     3.7  Intellectual Property; Patents; Trademarks, Trade
          -------------------------------------------------
Names.  All Intellectual Property and all contracts, agreements,
- -----
commitments and understandings relating to the use or license of
technology, know-how or processes by Seller that are known to
Seller or ER Lime (the "Intellectual Property Licenses") are listed
in Schedule 1.1(i). Except as disclosed in Schedule 3.7:
   ---------------                         ------------
(a) Seller owns, or has the sole and exclusive right to use, all
Intellectual Property, whether under Intellectual Property Licenses
or otherwise, used in the ordinary conduct of its Business; (b) the
consummation of the sale of the Assets and the other transactions
contemplated by this Agreement will not alter or impair any such
rights; and (c) no Intellectual Property owned, licensed or used by
Seller, or Intellectual Property License of Seller, is the subject
of a lawsuit or any other proceeding, nor, within the current year
or last three (3) full calendar years of Seller, has any party
challenged or, to the knowledge of Seller or ER Lime, threatened to
challenge Seller's right to use such Intellectual Property or
Intellectual Property License or application for any of the
foregoing; and, to the knowledge of Seller and ER Lime, there is no
basis for any such challenge.

     3.8  Loans and Contracts.
          -------------------

          (a)  Indebtedness.  Schedule 3.8(a) sets forth,
               ------------   ---------------
with respect to any of the following constituting an Asset or an
Assumed Liability: (i) a complete and accurate list or description
of all instruments or other documents ("Debt Instruments") relating
to any direct or indirect indebtedness for borrowed money of
Seller, as well as indebtedness by way of industrial development
bonds, capital leases, lease-purchase arrangements, guarantees,
undertakings on which others rely in extending credit and all
conditional sales contracts, chattel mortgages and other security
arrangements with respect to personal property used or owned by
Seller and (ii) a

                                    14
<PAGE> 21
list of all loans of money to officers, employees or partners of
Seller (specifically excluding travel and similar advances in the
ordinary course of the Business).

          (b)  Other Contracts.  Schedules 1.1(h) and
               ---------------   --------------------
3.8(b), with respect to any of the following constituting an
- ------
Asset or an Assumed Liability, lists each contract, agreement,
commitment, arrangement, undertaking or understanding of the type
listed below (except where the same does not call for the payment
or receipt by Seller of cash or other property or services having
a value in excess of $10,000) to which Seller is a party or bound
or to which it or its property is subject, whether written or oral
("Contract," but such list and the term "Contract" shall not
include Leases, Intellectual Property Licenses, Debt Instruments,
insurance policies and employee-related matters of Seller disclosed
elsewhere in this Agreement):

               (i)  for the purchase or rental of materials,
     inventory and supplies by Seller entered into in the ordinary
     course of the Business which individually exceed $10,000
     and which are not reasonably expected to be fully performed
     within thirty (30) days of their respective dates;

               (ii) for the purchase of services by Seller entered
     into in the ordinary course of the Business which are not
     reasonably expected to be fully performed within thirty (30)
     days of their respective dates;

              (iii) that were entered into in the ordinary
     course of the Business and involve, or are reasonably expected
     to involve, an amount in excess of $10,000 and which are not
     reasonably expected to be fully performed within thirty (30)
     days of their respective dates;

              (iv)  for matters not in the ordinary course of the
     Business;

               (v)  making Seller liable, by guaranty, suretyship
     agreement, indemnification agreement, contribution agreement
     or otherwise, upon or with respect to, or obligating it in any
     way to provide funds in respect of, or obligating it to
     guarantee, serve as surety for or assume, any debt, dividend
     or other liability or obligation of any person, corporation,
     association, partnership or other entity (except endorsements
     made in the ordinary course of the Business in connection with
     the deposit of items for collection);

               (vi) granting a power of attorney;

              (vii) relating to participation in a
     cooperative, partnership or joint venture;

             (viii) imposing confidentiality requirements;

               (ix) restricting or limiting the freedom of Seller
     to compete in any line of business;

                                    15
<PAGE> 22
               (x)  involving any hedge arrangement against foreign
     currency fluctuations; and

               (xi) involving any letters of credit.

Schedule 1.1(h) describes all oral Contracts required to be
- ---------------
disclosed by this Section 3.8(b), and true and complete copies of
all written Contracts (as amended) required to be disclosed in
Schedule 3.8(b) will be delivered to Buyer at least thirty (30)
- ---------------
days prior to Closing.

     3.9  Insurance.  The Business and the Assets are insured
          ---------
under various policies of general liability and other forms of
insurance with reputable insurers which are in adequate amounts in
relation to the Business and the Assets and are similar to policies
of other entities engaged in the same or similar businesses
similarly situated.  Each of such insurance policies is current and
in full force and effect and Seller has not received notice of
default under or intended cancellation or nonrenewal of any such
policies.  Seller will keep all current insurance policies in
effect through the Closing Date.  Seller has not been refused any
insurance by an insurance carrier to which it has applied for
insurance.

     3.10 Status of Contracts, Licenses, Debt Instruments.
          -----------------------------------------------
Except as disclosed on Schedule 3.10, with respect to any of
                       -------------
the following constituting an Asset or an Assumed Liability, within
the current year or the last full fiscal calendar year: (i) Seller
has not assigned any material rights or obligations under (and is
not otherwise restricted for any reason from enjoying the full
benefits under) any Intellectual Property License, Debt Instrument
or Contract; (ii) neither Seller nor, to the knowledge of Seller or
ER Lime, any other party is in material default in connection with
any Intellectual Property License, Debt Instrument or Contract;
(iii) no act or event has occurred which, with notice or lapse of
time or both, would constitute a material default by Seller or, to
the knowledge of Seller or ER Lime, by another party under any
Intellectual Property License, Debt Instrument or Contract;
(iv) there is no basis for any claim of material default by Seller
or, to the knowledge of Seller or ER Lime, by another party under
any Intellectual Property License, Debt Instrument or Contract;
(v) Seller has not received or given any notice of cancellation or
termination in connection with any Intellectual Property License,
Debt Instrument or Contract; (vi) each Intellectual Property
License, Debt Instrument and Contract is the valid and binding
agreement of the parties thereto which is in full force and effect
and is enforceable in accordance with its terms except, with regard
to the other party or parties to such instrument, as enforceability
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws and general principles
of equity; (vii) no Intellectual Property License, Debt Instrument
or Contract will be affected by, or require the consent of or
payment to any other party to avoid an event of default, an event
of termination or other adverse effect with respect to such
Intellectual Property License, Debt Instrument or Contract
(assuming that any required notice of default or termination has
been given and any periods for cure have expired) by reason of the
transactions contemplated by this Agreement except that the consent
of the other party thereto to the assignment to Buyer will be
required for those Intellectual Property Licenses, Debt Instruments
and Contracts identified in Schedule 3.10; and (viii) there is
                            -------------
no existing, pending, or, to the knowledge of Seller or ER Lime,
threatened termination, cancellation, limitation, amendment or
change to any Intellectual Property License, Debt Instrument or
Contract or in the business relations underlying the same.

                                    16
<PAGE> 23
     3.11 Employment Relationships.  Within ten (10) days
          ------------------------
of the date hereof, Seller will make available to Buyer a true and
correct roster of Seller's non-officer employees as of December 1,
1996, setting forth each such employee's compensation, date of hire
and whether or not contributions are made for such employee and/or
whether such employee is otherwise entitled to benefits under
health or medical benefit, welfare or other employee benefit or
fringe benefit plans.

     3.12 Multi-Employer Plans.  Seller does not maintain, is
          --------------------
not required to maintain or contribute to, and does not otherwise
participate in any multi-employer plan (as defined in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), and
Seller has no liability, jointly or otherwise, for any withdrawal
liability (potential, contingent or otherwise) under Title IV for
a complete or partial withdrawal from any multi-employer plan by
any member of a controlled group of employers (as used in ERISA) of
which Seller is a member.

     3.13 Labor Relations.  Except as described in Schedule
          ---------------                          --------
3.13: (a) Seller is (and since January 1, 1996 has been) in
- ----
material compliance with all federal, state, local and other
applicable law respecting employment and employment practices,
terms and conditions of employment and wages and hours; (b) there
is (and since January 1, 1996 has been) no unfair labor practice,
complaint, charge or other matter against or involving Seller
pending or, to the knowledge of Seller or ER Lime, threatened
before any governmental authority; (c) there is no (and since
January 1, 1996 has not been) labor strike, dispute, organizing
effort, slow down, stoppage or other material labor difficulty
pending, or, to the knowledge of Seller or ER Lime, threatened,
against or affecting Seller; (d) no representation question exists,
or has existed since January 1, 1996 respecting the employees of
Seller; (e) no material grievance nor any arbitration proceeding
arising out of or under any collective bargaining agreement is
pending, and no claim therefor exists; and (f) there is (and since
January 1, 1996 has been) no collective bargaining agreement which
is binding on Seller.

     3.14 Litigation and Other Proceedings.  Except as listed
          --------------------------------
in Schedule 3.14, there is not any suit, claim, action,
   -------------
proceeding or governmental investigation against Seller or relating
to Seller, the Assets, the Business or the products manufactured or
sold by Seller ("Third Party Litigation") pending or, to the
knowledge of Seller or ER Lime, threatened, nor is there presently
any condition or set of facts which Seller or ER Lime reasonably
expects to give rise to any Third Party Litigation. There are no
decrees, injunctions or orders of any court, administrative or
regulatory body, arbitration panel or governmental agency
outstanding against Seller relating to any aspect of its Business
or any part of the Assets. With respect to any matter required to
be disclosed pursuant to this Section 3.14, there has been no
reservation of rights by any insurance carrier, and no such
reservation is, to the knowledge of Seller or ER Lime, threatened,
concerning the coverage of Seller.

     3.15 Compliance with Laws.  Except as set forth in
          --------------------
Schedule 3.15, to the extent any of the following would have a
- -------------
material adverse effect on the Business or the Assets:

          (a)  Generally.  Seller is (and since Seller's
               ---------
acquisition of the Business) in compliance with all applicable law
(including those involving antitrust, unfair competition, trade
regulation, employment, safety, health and food and drug matters).
Without limiting the

                                    17
<PAGE> 24
foregoing, Seller has not at any time made any illegal payments
for political contributions or any bribes or illegal kickback
payments.

          (b)  Charges or Violations.  Seller is not (and
               ---------------------
during the current year and since Seller's acquisition of the
Business has not been) either charged with, in receipt of any
notice or warning of, or, to the knowledge of Seller or ER Lime,
under investigation with respect to, any failure or alleged failure
to comply with any provision of any applicable law.

          (c)  Permits.  Without limiting the foregoing:
               -------
(i) Seller has all occupancy certificates and other licenses,
permits and certificates ("Permits") required in connection with
its ownership, possession, use, occupancy or operation of any of
the Properties to the extent that any such Properties constitute an
Asset owned, leased or used by Seller; (ii) all of the Permits are
in full force and effect; and (iii) Seller is (and has been) in
full compliance with the Permits.  True and correct copies of all
Permits will be delivered to Buyer prior to the Closing.

          (d)  Environmental.
               -------------

               (i)  Seller has duly complied with, and its
     business, operations, assets, equipment, leaseholds and other
     facilities are in compliance with, the provisions of all
     applicable federal, state and local environmental, health and
     safety laws, codes and ordinances and all rules and
     regulations promulgated thereunder governing (1) air emissions
     and pollution, (2) discharges to surface or ground water, (3)
     solid or liquid waste disposal, (4) the use, storage,
     generation, handling, transport, discharge, release or
     disposal of toxic or hazardous substances or wastes, or (5)
     other environmental, health or safety matters including,
     without limitation, the Resource Conservation and Recovery
     Act, the Comprehensive Environmental Response Compensation and
     Liability Act, the Superfund Amendments and Reauthorization
     Act, the Toxic Substances Control Act, the Safe Drinking Water
     Act, the Federal Water Pollution Control Act (Clean Water
     Act), the Clean Air Act, the Powerplant and Industrial Fuel
     Use Act of 1978, the National Environmental Policy Act
     (Environmental Impact Statement), in each case, as amended.
     There are no investigations, administrative proceedings,
     judicial actions, orders, claims or notices which are pending,
     anticipated or, to the knowledge of Seller or ER Lime,
     threatened against Seller relating to the environment. Neither
     Seller nor ER Lime has received a notice of, and neither knows
     of any facts which might constitute a violation of any
     applicable federal, state or local environmental, health or
     safety laws, codes or ordinances, and any rules or regulations
     promulgated thereunder, which relate to the Properties or the
     operation of the Business.

               (ii) During the operation of the Business by Seller
     and, to the knowledge of Seller or ER Lime, for all prior
     periods, no toxic or hazardous substances have been generated,
     transported, treated, stored, disposed of or released in, on
     or from or otherwise deposited in or on or allowed to emanate
     from any of the Properties (irrespective of whether such
     substances remain at the Property or were transferred to or
     otherwise disposed of off-site), including the surface waters
     and subsurface waters thereof, in violation of any applicable
     federal, state, municipal or local environmental statutes,
     ordinances, regulations or guidelines. Seller will disclose to
     Buyer prior to

                                    18
<PAGE> 25
     Closing the location, type and contents of all underground
     tanks on any Properties now owned or operated by Seller.

               (iii)     With respect to the closing of the
     underground mines on the Properties of Seller in 1995 (the
     "Closed Mines"), Seller and ER Lime represent, warrant and
     agree that (1) no written closure plan or report documenting
     the mine closure procedures were prepared with respect to the
     Closed Mines, (2) the Closed Mines were not inspected by an
     independent third party following closure to ensure that no
     environmental hazards remained within such Closed Mines, (3)
     all equipment was removed from the Closed Mines (including
     electrical transformers and electrical switches) prior to
     closure except for wiring, cables, and one tractor which could
     not easily be removed, (4) no fuel or oil tanks were in the
     Closed Mines as all fueling was done via mobile tanker trucks,
     (5) the transformers removed from the Closed Mines were tested
     for PCBs, and none were discovered and (6) the Closed Mines
     are currently filling with water due to the shut down of the
     water pumps within such Closed Mines.


     3.16 Bank Accounts.  Schedule 3.16 lists all bank
          -------------   -------------
accounts and lock box arrangements of Seller relating to the
collection of Receivables.

     3.17 Transactions with Affiliates.  Except as disclosed in
          ----------------------------
Schedule 3.17, with respect to any of the following
- -------------
constituting Assets or Assumed Liabilities, no partner, officer or
director of Seller, or, to the knowledge of Seller or ER Lime, any
"affiliate" or "associate" (as such terms are defined in the rules
and regulations of the Securities and Exchange Commission under the
Securities Act of 1933, as amended) of any of the foregoing:

          (a)  has been a party to any lease, sublease, contract,
agreement, commitment, understanding or other arrangement of any
kind whatsoever, involving any such person or entity, as the case
may be, and Seller which is not disclosed in Schedule 3.17, or
                                             -------------

          (b)  owns directly or indirectly, in whole or in part,
any Properties that Seller uses or otherwise has rights in respect
of, or

          (c)  has any cause of action or other claim whatsoever
against, or owes any amount to, Seller other than (i) for
compensation (including fringe benefits) to employees disclosed
pursuant to Section 3.11 and for reimbursement of ordinary and
necessary expenses incurred in connection with employment by
Seller, (ii) for rights under any health or medical benefit,
welfare or other employee benefit or fringe benefit plan, and
(iii) as otherwise disclosed pursuant to this Agreement.

     3.18 Commissions.  No person, firm or corporation has
          -----------
asserted or is entitled to any commission or broker's or finder's
fee in connection with the sale of the Assets or any of the other
transactions contemplated by this Agreement or the Other Agreements
except that Seller has retained the Fortune Group whose fee will be
paid in full by Seller or ER Lime.

                                    19
<PAGE> 26
     3.19 Records.  The record books of ER Lime containing the
          -------
records of all of the meetings and other actions of the partners of
Seller accurately and completely reflect all partnership actions.
The transfer records maintained by Seller are complete and
accurately disclose all issuances and transfers of the partnership
interests in Seller. All other records maintained by Seller
accurately reflect the information presented therein.

     3.20 Accuracy of Statements.  No representation or
          ----------------------
warranty by Seller or ER Lime in this Agreement or in any Exhibit,
Schedule, certificate or other agreement, instrument or document
furnished or to be furnished to Buyer pursuant to this Agreement,
the Other Agreements or in connection with the sale of the Assets
or any of the other transactions contemplated by this Agreement or
the Other Agreements 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 herein or therein not misleading.

                          ARTICLE 4
                          ---------

           REPRESENTATIONS AND WARRANTIES OF BUYER
           ---------------------------------------

     Buyer hereby represents and warrants to Seller and ER Lime as
follows:

     4.1  Status of Buyer.
          ---------------

          (a)  Corporate Existence and Status.  Buyer is a
               ------------------------------
corporation duly incorporated, organized, entitled to conduct
business and validly existing in good standing under the laws of
the State of Delaware.

          (b)  Authorization.
               -------------

               (i)  Buyer has the right, power and authority to
     enter into this Agreement and each other agreement, instrument
     or other document required to be executed by Buyer hereunder
     (collectively, the "Other Buyer Agreements") and to consummate
     the purchase of the Assets and the other transactions
     contemplated by, and otherwise to comply with and perform its
     obligations under, this Agreement and the Other Buyer
     Agreements including, without limitation, the availability of
     funds through third party or affiliate financing or internal
     sources to pay the Purchase Price on the Closing Date;

               (ii) The execution and delivery by Buyer of this
     Agreement and the Other Buyer Agreements to which it is a
     party, and the consummation by Buyer of the purchase of the
     Assets and the other transactions contemplated by, and other
     compliance with and performance of its obligations under, this
     Agreement and the Other Buyer Agreements to which it is a
     party have been duly authorized by all necessary corporate
     action on the part of Buyer in compliance with governing or
     applicable agreements, instruments or other documents
     (including its Certificate of Incorporation and Bylaws (as
     amended)) and applicable law; and

                                    20
<PAGE> 27
              (iii) This Agreement and the Other Buyer
     Agreements to which Buyer is a party constitute the valid and
     binding agreements of Buyer that are enforceable against Buyer
     in accordance with their respective terms.

          (c)  Absence of Violations or Conflicts.  Except as
               ----------------------------------
disclosed in Schedule 4.1(c), the execution and delivery by
             ---------------
Buyer of this Agreement and the Other Buyer Agreements to which it
is a party and the consummation by Buyer of the purchase of the
Assets and the other transactions contemplated by, or other
compliance with or performance under, this Agreement and the Other
Buyer Agreements to which it is a party, do not and will not with
the passage of time or giving of notice or both, constitute a
violation of, be in conflict with, constitute a default or require
any payment under, permit a termination of, require any consent
under, or result in the creation or imposition of any lien,
encumbrance or other material adverse claim or interest upon any
properties of Buyer under (i) any material contract, agreement,
commitment, undertaking or understanding to which Buyer is a party
or to which it or any of its assets or properties are subject or
bound, (ii) any judgment, decree or order of any governmental or
regulatory authority to which Buyer or any of its properties are
subject or bound, (iii) to the knowledge of Buyer, any applicable
material law or regulation, or (iv) any governing or organizational
documents of Buyer including its Certificate of Incorporation and
Bylaws, in each case, as amended.

          (d)  No Governmental Consents Required.  Except as
               ---------------------------------
set forth in Schedule 4.1(d), no consent, approval, order or
             ---------------
authorization of, or registration, declaration or filing with, any
governmental or regulatory authority on the part of Buyer is
required in connection with its execution or delivery of this
Agreement or the Other Buyer Agreements to which it is a party or
the consummation of the purchase of the Assets and the other
transactions contemplated by, or other compliance with or
performance under, this Agreement or such Other Buyer Agreements by
Buyer.

    4.2   Commissions.  No person, firm or corporation has
          -----------
asserted or is entitled to any commission or broker's or finder's
fee in connection with the sale of the Assets or any of the other
transactions contemplated by this Agreement or the Other Buyer
Agreements by reason of any act or omission of Buyer.

                          ARTICLE 5
                          ---------

                  CLOSING AND CLOSING DATE
                  ------------------------

    5.1   Closing.  The preclosing and closing (collectively,
          -------
the "Closing") of the sale of Assets and other transactions
contemplated by this Agreement shall take place at the office of
Thompson Coburn located at One Mercantile Center, St. Louis,
Missouri 63101 commencing at 9:00 a.m., local time, on the earlier
to occur of the following: (i) December 31, 1996, (ii) three (3)
business days after all of the conditions to the obligations of the
parties hereto shall have been satisfied or waived, or (iii) on
such other date as the parties hereto shall mutually agree (the
"Closing Date").

                                    21
<PAGE> 28
    5.2   Conditions as to Closing.  In addition to the
          ------------------------
satisfaction of the parties' respective conditions to Closing set
forth in Articles 9 and 10 of this Agreement, the obligations of
Buyer and of Seller and ER Lime to consummate the sale of the
Assets, the assumption of the Assumed Liabilities and the other
transactions contemplated by this Agreement shall be subject to
Buyer, on the one hand, and to Seller and ER Lime, on the other
hand, having reached agreement of the November Balance Sheet as
contemplated by Section 1.3 of this Agreement, and there shall not
be any litigation or proceeding pending or threatened (including
without limitation, any litigation or proceeding arising under the
antitrust, competition, trade or securities laws) to restrain or
invalidate the sale and purchase of the Assets, the assumption of
the Assumed Liabilities, or the other transactions contemplated by
this Agreement.

    5.3   Simultaneous Closing.  All actions taken at the
          --------------------
Closing shall be deemed to be performed simultaneously and the
Closing shall not be deemed to have occurred until all required
actions of the parties pursuant to this Agreement have been
performed or waived. The parties shall deliver such additional
documents and take such additional actions as may reasonably be
deemed necessary to complete the transactions contemplated by this
Agreement.

                          ARTICLE 6
                          ---------

                     COVENANTS OF SELLER
                     -------------------

    6.1   Conduct of Business by Seller.  From the date hereof
          -----------------------------
to the Closing Date, except for transactions which are expressly
approved in writing by Buyer, Seller and ER Lime shall refrain
from:

          (a)  Subjecting any of the Assets to any lien,
encumbrance, security interest or other claim of any kind,
exclusive of liens arising as a matter of law in the ordinary
course of business as to which there is no known default and except
for Permitted Encumbrances and encumbrances in favor of affiliates
of Seller which will be removed by Seller on or prior to the
Closing Date in accordance with Section 6:11;

          (b)  Except for sales in the ordinary course of business,
selling, assigning, transferring or otherwise disposing of any of
the Assets;

          (c)  Modifying, amending, altering or terminating
(whether by written or oral agreement, or any manner of action or
inaction) any of the Debt Instruments, Real Property Leases,
Intellectual Property Licenses, Contract Rights, Personal Property
Leases, insurance policies described in Section 3.9 hereof, or any
health or medical benefit, welfare or other benefit or fringe
benefit plan existing on the date hereof;

          (d)  Entering into any transaction which is outside of
the ordinary course of business or entering into supply
contracts either as buyer or seller which contracts individually or
in the aggregate require payments in excess of $50,000 and which
are for a term in excess of six months or which cannot be
terminated by Seller or its successors and assigns upon thirty (30)
days' prior written notice; and/or

                                    22
<PAGE> 29
          (e)  Taking or permitting any other action that, if taken
or permitted immediately prior to the execution of this Agreement,
would constitute a breach of or an exception to the representations
and warranties in Section 3.2(d).

    6.2   Affirmative Covenants Relating to Seller.  From the
          ----------------------------------------
date hereof to the Closing Date, Seller and ER Lime shall:

          (a)  Maintain property and liability insurance covering
the Assets in amounts and with coverage at least as great as the
amounts and coverage in effect on the date of this Agreement;

          (b)  Maintain the Fixed Assets and Properties in the same
condition as the condition in which they existed as of September
30, 1996, ordinary wear and tear excepted, and use reasonable
efforts to preserve Seller's possession and control of all of the
Assets;

          (c)  Use reasonable efforts to keep in faithful service
its employees;

          (d)  Maintain its books, accounts and records and
accounting methods in a manner consistent with past practice and
sound business practices;

          (e)  Allow, at all reasonable times, Buyer's employees,
attorneys, auditors, accountants and other authorized
representatives, free and full access to Seller's operations,
facilities, plants, properties, books, records, documents and
correspondence, so that Buyer may have full opportunity to make
such investigation as it may desire of the Assets and the Business
which may, at Buyer's option, include (i) performing a Phase I
and/or Phase II environmental audit (the "Environmental Audit")
and (ii) the Appraisal.  If the Environmental Audit discloses that
remediation or other clean-up measures are required by applicable
law to cure environmental hazards disclosed by the Environmental
Audit, Buyer may, at its option, (i) request that Seller cure or
make arrangements to cure any such environmental hazards at
Seller's sole cost and expense or (ii) cure or make arrangements to
cure any such environmental hazards and deduct the cost (or the
estimated potential cost) therefore from the Purchase Price;
provided, however, that in no event shall the costs and expenses
incurred by Seller to cure such environmental hazards (evidence of
which shall have been provided to Buyer on or prior to the Closing
Date) or the Purchase Price deduction exceed $100,000 in the
aggregate.  If Buyer withholds a portion of the Purchase Price as
contemplated by the preceding sentence, Buyer shall refund to
Seller the difference between such Purchase Price deduction  and
the actual costs of clean-up, if any, promptly upon completion of
such clean-up;

          (f)  Comply with all applicable law relating to Seller or
to the conduct of the Business, and conduct its Business so that on
the Closing Date the representations and warranties contained in
this Agreement shall be true as though such representations and
warranties were made on and as of such date, except for changes
permitted or contemplated by the terms of this Agreement;


                                    23
<PAGE> 30
          (g)  Provide Buyer with (i) prompt written notice of any
known material adverse change in the Assets, operations,
liabilities, earnings or conditions (financial or otherwise) of the
Business and (ii) monthly financial statements on a timely basis;

          (h)  Use reasonable efforts to maintain in inventory
quantities of goods, supplies and materials which as to raw
materials and work-in-process, are sufficient to allow Buyer to
continue to operate the Business after the Closing Date free of any
unusual shortage of such items;

          (i)  Operate its Business only in the ordinary course so
as to preserve its business organization intact, including the
services of its present officers and the goodwill of its suppliers,
customers and others having business relations with Seller; and

          (j)  Pay and perform its liabilities and obligations only
in accordance with their respective terms and only as the same
shall become due and payable.

    6.3   Obligations Concerning Employees.
          --------------------------------

          (a)  On or prior to the Closing Date, Seller shall notify
all of its employees that the Assets are being sold to Buyer, that
all employees of Seller will be terminated from the employment of
Seller effective immediately prior to Closing, and that any
decisions by Buyer regarding its hiring procedures, the terms of
employment, or the hiring of any of Seller's employees will be
communicated to the employees by Buyer. Seller and Buyer shall use
reasonable efforts to coordinate the giving of the notice
referenced in the immediately preceding sentence with Buyer's
notice to the employees of Seller with respect to its hiring
procedures.

          (b)  From the date hereof through the Closing Date, Buyer
shall have the right upon reasonable notice to Seller during normal
business hours and without undue disruption of the operation of the
Business, to interview the employees of Seller, perform drug tests
on said employees, and otherwise conduct hiring procedures with
regard to its possible hiring of the employees of Seller.
Notwithstanding anything contained in this Agreement to the
contrary, Buyer shall have no obligation to employ or offer
employment to any employees of Buyer prior to the Closing Date or
after consummation of the transactions contemplated hereby.

          (c)  On the Closing Date, Seller shall issue to all of
its employees payroll checks, dated as of the Closing Date, for all
earned salary, wages, sick pay and other compensation and benefits
(net of usual withholdings) owed to such employees for their
services rendered through the Closing Date other than payment of
compensation and bonuses arising under those severance and bonus
agreements identified on Schedule 3.2(d) hereto which are not
                         ---------------
yet due and payable and the payment of which are and remain the
sole responsibility of Seller. Seller shall comply with all
provisions of federal and state law relating to the continuation of
health insurance benefits for terminated employees. Seller and ER
Lime shall be responsible for providing WARN Act notices in
connection with all employee terminations, and shall be solely
responsible for, and will, jointly and severally, hold Buyer
harmless from, any WARN Act liability arising as a result of any
employee termination(s) occurring on or before the Closing

                                    24
<PAGE> 31
Date, or any employee termination(s) occurring after the Closing
Date if Seller failed to terminate such employee on or prior to the
Closing Date as provided herein.

    6.4   Employee Records.  On or prior to Closing, all
          ----------------
employment records for employees of Seller who authorize such
transfer will be transferred to Buyer.

    6.5   Consents and Closing Conditions.  Seller and ER Lime
          -------------------------------
shall use their respective reasonable efforts (a) to obtain such
consents from third parties and to take other actions as may be
required in order to fulfill the closing conditions which are
within its control, and (b) to cause the representations and
warranties of Seller in Article 3 to be true and correct on and as
of the Closing Date. Seller shall notify Buyer promptly if, at any
time prior to Closing, any facts come to Seller's or ER Lime's
attention which indicate that any of such representations or
warranties are or may be untrue on the date hereof or at such time.

    6.6   Payment of Certain Transactional Costs and Taxes.
          ------------------------------------------------

          (a)  Seller shall pay, and ER Lime shall cause Seller to
pay, (i) sales taxes, other property transfer taxes, all
documentary or other stamp taxes and all similar taxes, including
without limitation income taxes, if any, arising out of or related
to the transactions contemplated by this Agreement, and (ii) any
filing, recording, notarial and similar fees with respect to the
transfer of any Asset except that Buyer shall pay the recording
fees, if any, referenced in Sections 58.1-801 and 58.1-814 of the
Code of Virginia.

          (b)  If Seller or Buyer intends to treat the transfer of
any Asset to Buyer  as exempt from any Tax imposed on transfers of
similar property, such party shall furnish the other with a
certificate or other evidence reasonably satisfactory to the other
party that such exemption is applicable.

          (c)  Any periodic real or personal property Tax imposed
by any state or local governmental unit on an Asset with respect to
a taxable period that includes the Closing Date shall be
apportioned on a per diem basis with Seller being responsible for
payment  of such Tax apportioned to the part of such taxable period
that occurs prior to the Closing Date.

    6.7   Properties.
          ----------

          (a)  Condition of the Properties.  Seller and ER Lime
               ---------------------------
shall use reasonable efforts to maintain the Properties in the same
condition in which they existed as of September 30, 1996, ordinary
wear and tear excepted, to the Closing Date and, on such date,
Seller shall tender possession of the Properties to Buyer.
Immediately prior to Closing, Buyer shall have the right to conduct
a "walk-through" inspection of the Properties to verify that each
is in the condition required herein.

          (b)  Seller's Deliveries.  As soon as practicable
               -------------------
after the date of this Agreement, but not later than five (5)
business days thereafter, Seller and ER Lime shall make available
to Buyer, correct and complete copies of the following (to the
extent in Seller's or ER Lime's possession or otherwise available
to Seller or ER Lime without undue effort or expense):

                                    25
<PAGE> 32
(i) all documentation relative to the zoning classification, special
use permits and zoning or other land use restrictions imposed upon
or in respect to the Properties; (ii) certificates of occupancy and
other governmental licenses and permits issued in respect to or
required for the present use and occupancy of the Properties; (iii)
all as-built plans and specifications for the improvements to the
Properties, soil tests, engineering studies, environmental audits
or reports, reports of insurance carriers, agreements, plats,
plans, drawings, surveys, specifications, title insurance policies,
and other like documents, instruments and items relating to the
Properties; (iv) all notifications received by Seller or ER Lime
asserting that the Properties, or any portion thereof, do not
comply with any law, rule, regulation, order, code, permit or other
legal requirement; (v) all guarantees, warranties and service
contracts in effect relative to the Properties, or any part
thereof, which shall, if possible, be assigned to Buyer at Closing;
(vi) all management, service, maintenance, repair and/or equipment
agreements or other contracts and all leases in any way relating to
the Properties or their operation or management, together with
Seller's and ER Lime's identification of such contracts or leases
which will survive Closing and which are not terminable upon thirty
(30) calendar days notice; and (vii) all real estate tax bills and
all utility and other operating expense bills relating to the
operation of the Properties for the current year or the last two
(2) calendar years immediately preceding the date hereof.

    6.8   Bulk Transfer Compliance.  Buyer, Seller and ER Lime
          ------------------------
hereby waive compliance by Buyer, Seller and ER Lime with the bulk
sales law and any other similar laws in any applicable jurisdiction
with respect to the transactions contemplated by this Agreement.
Seller and ER Lime agree, jointly and severally, to indemnify Buyer
from, and hold it harmless against, any liabilities, damages, costs
and expenses directly resulting from or arising out of the parties'
decision to waive compliance with any of such laws with respect to
the transactions contemplated by this Agreement.

    6.9   Noncompetition.
          --------------

          (a)  For and in consideration of Buyer's payment of the
Purchase Price, Seller and ER Lime each hereby covenants and agrees
that it will not for a period of two (2) calendar years from the
Closing Date for itself, or as an agent of or on behalf of, or in
conjunction with, any person, firm, corporation, partnership or
other entity or otherwise in any manner or capacity, engage in or
have any interest in, or in any way assist in the production of
high calcium or dolomitic quicklimes in the States of Georgia,
North Carolina, South Carolina and Virginia (the "Territory").

          (b)  It is expressly understood and agreed that, although
the parties consider the restrictions contained in Section 6.9(a)
to be reasonable, if a final nonappealable determination is made by
a court of competent jurisdiction, that the time or Territory or
any other restriction contained in Section 6.9(a) is an
unreasonable or otherwise unenforceable restriction against Seller
or ER Lime, neither this Agreement nor the provisions of Section
6.9(a) shall be rendered void, but shall be deemed amended to apply
as to such maximum time, territory and scope and to such other
extent as permitted by law and as determined by such court under
the circumstances involved.

                                    26
<PAGE> 33
          (c)  Notwithstanding the provisions of Section 6.9(a),
neither Seller nor ER Lime shall be prohibited from (i) shipping
high calcium or dolomitic quick limes into the Territory from
facilities outside of the Territory, and storing and processing
(e.g., grinding, screening, diluting and hydrating) such products
in the Territory, (ii) owning equity interests of any entity of
five percent (5%) or less solely for investment purposes, or (iii)
purchasing high calcium or dolomitic quicklimes from third-party
producers within the Territory for resale within the Territory.

    6.10  Delivery of Unaudited Closing Balance Sheet.  Seller
          -------------------------------------------
shall deliver to Buyer an unaudited closing balance sheet setting
forth the components of Working Capital as of December 31, 1996 on
or prior to January 8, 1997 (the "Unaudited Closing Balance
Sheet").

    6.11  Release of Affiliate Encumbrances.  All encumbrances
          ---------------------------------
of any kind or nature whatsoever in favor of any affiliate of
Seller on the Assets will be removed by Seller on or prior to the
Closing Date.

    6.12  S-X Financial Statements.  On or prior to February
          ------------------------
28, 1997, Seller shall deliver to Buyer audited financial
statements for Seller for each of the fiscal years ended 1995 and
1994, in each case in compliance with Regulation S-X of The
Securities and Exchange Commission.


                          ARTICLE 7
                          ---------

                     COVENANTS OF BUYER
                     ------------------

    7.1   Consents and Closing Conditions.  Buyer shall use
          -------------------------------
reasonable efforts (a) to obtain such consents from third parties
and to take other actions as may be required in order to fulfill
the closing conditions which are within its control, and (b) to
cause the representations and warranties of Buyer in Article 4 to
be true and correct on and as of the Closing Date. Buyer shall
notify Seller promptly if, at any time prior to Closing, any facts
come to Buyer's attention which indicate that any of such
representations or warranties are or may be untrue on the date
hereof or at such time.

    7.2   Title to Real Property.  Not later than five (5)
          ----------------------
calendar days prior to the Closing, Buyer may obtain commitments
for owner's and/or leasehold title insurance policies issued by a
title company or companies of Buyer's choice (the "Title Company")
for any or all of the Properties. If any such commitments disclose
exceptions to title other than the Permitted Title Exceptions (as
defined below), Buyer shall deliver notice thereof to Seller given
within five (5) calendar days after receipt of the applicable
commitment, and Seller shall have until twenty (20) calendar days
after receipt of such notice to have such exceptions removed
from such commitments and to provide evidence thereof to Buyer. If
Seller fails to have such exceptions removed from such commitments
within such time period, Buyer may terminate this Agreement upon
the delivery of notice thereof to Seller.  As used in this
Agreement, the term "Permitted Title Exceptions" shall mean general
real estate and other taxes and liabilities accrued for on the
September Balance Sheet and such other matters of record title to
the Properties which do not or will not unreasonably impair the
ownership, intended use or value of the Properties or the

                                    27
<PAGE> 34
Business. Buyer shall pay for any owner's or leasehold title
insurance policy premium and all other costs and expenses associated
therewith.

    7.3   Access to Seller's Controller.  In connection with
          -----------------------------
Seller's preparation of the Unaudited Closing Balance Sheet, the
Closing Balance Sheet, Seller's audit and tax schedules, the
closing of the accounting books and records of Seller with respect
to the fiscal year ended December 31, 1996, and assisting Ernst &
Young, LLP in its 1996 audit of Seller's books and records, Buyer
agrees that if it hires Seller's Controller, Alice Allen, it shall
permit Seller to have reasonable access to and the assistance of
said Controller as may be reasonably necessary therefore.

    7.4   Employees Hired by Buyer.  Buyer shall notify Seller
          ------------------------
in writing on the Closing Date and thirty (30) days after the
Closing Date of all employees of Seller hired by Buyer or to whom
Buyer has extended an offer of employment.  Buyer shall offer
health care coverage to each former employee of Seller who is hired
by Buyer on the same terms and conditions as the health care
coverage generally offered to similar employees of Buyer; provided,
however, that Buyer shall waive any applicable waiting periods as
to such former employees.

    7.5   Release from Guarantees and Replacement of Bonds.
          ------------------------------------------------
Buyer shall cooperate with Seller and use reasonable efforts to
obtain releases of the guarantees by affiliates of Seller of the
Assumed Liabilities identified on Schedule 7.5 hereto.  Buyer
                                  ------------
shall also cooperate with Seller to replace performance or bid
bonds, surety bonds or other similar bonds posted by Seller in the
ordinary course of the Business and identified on Schedule 7.5
                                                  ------------
hereto.

    7.6   Reopening of Closed Mines.  Buyer hereby agrees that
          -------------------------
prior to the reentering of any of the Closed Mines referenced in
Section 3.15(d)(iii) hereof by Buyer (except for purposes of
routine testing of water levels), Buyer shall give Seller and ER
Lime at least fifteen (15) days advance written notice of the date
and time of such reentering and permit Seller, ER Lime or their
representatives to be present at such reentering.

    7.7   Other Matters.  Buyer hereby undertakes to abide by
          -------------
the obligations imposed on it pursuant to Sections 6.2(e), 6.3, 6.6
and 6.8 of this Agreement.

                          ARTICLE 8
                          ---------

                         TAX MATTERS
                         -----------

    8.1   Payment of Taxes.  Seller or ER Lime shall timely
          ----------------
pay, before the same shall become delinquent and before penalties
accrue thereon, all Taxes (including any Taxes incurred in
connection with the transactions contemplated by this Agreement),
(a) shown (or required to be shown) on any Return (or amendment
thereto) filed (or required to be filed) by Seller before, on or
after the Closing Date, or (b) that become due from or payable by
Seller before, on or after the Closing Date. This Section 8.1 shall
not apply with regard to any Tax to the extent that the Assets
cannot be made subject to a lien for such Tax and Buyer (and its
successors, assigns, or affiliates) cannot be made liable for such
Tax. Each party shall be responsible for filing Forms W-2 with
respect to the 1996 taxable year in accordance with the "Standard
Procedure"

                                    28
<PAGE> 35
described in Rev. Proc. 84-77, 1984-2 C.B. 753. The responsibility
for all other information returns shall be allocated similarly.

    8.2   Cooperation and Records Retention.  From time to
          ---------------------------------
time, Seller, ER Lime and Buyer shall provide, and shall cause
their respective accountants and other representatives to provide,
to each other on a timely basis, the information (including but not
limited to work papers) that they or their accountants or other
representatives have within their control and that may be
reasonably necessary in connection with the preparation of any
Return or the examination by any taxing authority or other
administrative or judicial proceeding relating to any Return.
Seller and Buyer shall retain or cause to be retained, until the
applicable statutes of limitations (including any extensions and
carryovers) have expired, copies of all Returns for all tax periods
beginning before the Closing Date, together with supporting work
schedules and other records or information that may be relevant to
such Returns.

    8.3   Tax Elections.  No new elections with respect to
          -------------
Taxes, or any changes in current elections with respect to Taxes,
affecting the Assets shall be made by Seller after the date of this
Agreement without the prior written consent of Buyer.

                          ARTICLE 9
                          ---------

                BUYER'S CONDITIONS TO CLOSING
                -----------------------------

    The obligation of Buyer to consummate the purchase of Assets,
the assumption of Assumed Liabilities and the other transactions
contemplated by this Agreement shall be subject to the fulfillment
to Buyer's reasonable satisfaction of each of the following
conditions:

    9.1   Continued Truth of Warranties.  The representations
          -----------------------------
and warranties of Seller and ER Lime herein contained shall be true
and correct on the Closing Date as if made on such date.

    9.2   Performance of Covenants.  Seller and ER Lime shall
          ------------------------
have performed all covenants and obligations and complied with all
conditions required by this Agreement to be performed or complied
with by it on or prior to the Closing Date.

    9.3   No Material Adverse Change.  Except as disclosed in
          --------------------------
any Schedule delivered in connection with the execution of this
Agreement on the date hereof, there shall have been no material
adverse change to the Properties, Assets, operations, liabilities,
earnings, business or condition (financial or otherwise) of the
Business, taken as a whole, since September 30, 1996.

    9.4   Permits and Consents.  The parties hereto shall have
          --------------------
secured all appropriate orders, consents, approvals and clearances,
in form and substance reasonably satisfactory to Buyer, by and from
all third parties, including but not limited to governmental or
regulatory authorities, whose order, consent, approval or clearance
is required by contract or applicable law for the consummation of
the sale of the Assets and the other transactions herein
contemplated.

    9.5   Full Investigation.  Buyer and its employees,
          ------------------
attorneys, accountants and other agents shall have been permitted
to conduct a full investigation of the books, records, assets,

                                    29
<PAGE> 36
liabilities, operations, business or condition of Seller, including
attorneys' audit response letter, and obtaining the Environmental
Audit and the Appraisal, and Buyer shall be reasonably satisfied
with the results of all of the foregoing.

    9.6   Title Insurance Policies.  Buyer shall have received
          ------------------------
commitments acceptable to it for owner's and/or leasehold title
insurance policies issued by the Title Company as contemplated by
Section 7.2 hereof.

    9.7   Closing Documents.  Seller shall have delivered all
          -----------------
documents required to be delivered by it at Closing, as more
specifically set forth in this Agreement, in each case in form and
substance reasonably satisfactory to Buyer.

                         ARTICLE 10
                         ----------

        SELLER'S AND ER LIME'S CONDITIONS TO CLOSING
        --------------------------------------------

    The obligation of Seller and ER Lime to consummate the sale of
the Assets and the other transactions contemplated by this
Agreement shall be subject to the fulfillment to its reasonable
satisfaction of the following conditions:

    10.1  Continued Truth of Warranties.  The representations
          -----------------------------
and warranties of Buyer herein contained shall be true on the
Closing Date as if made on such date.

    10.2  Performance of Covenants.  Buyer shall have performed
          ------------------------
all covenants and obligations and complied with all conditions
required by this Agreement to be performed or complied with by it
on or prior to the Closing Date.

    10.3  Permits and Consents.  The parties hereto shall have
          --------------------
secured all appropriate orders, consents, approvals and clearances,
in form and substance reasonably satisfactory to Seller and ER
Lime, by and from all third parties, including but not limited to
governmental and regulatory authorities, whose order, consent,
approval or clearance is required by contract or applicable law for
the consummation of the sale of the Assets and the other
transactions herein contemplated.

    10.4  Closing Documents.  Buyer shall have delivered all
          -----------------
documents required to be delivered by it at Closing, as more
specifically set forth in this Agreement, in each case in form and
substance satisfactory to Seller and ER Lime.

                                    30
<PAGE> 37
                         ARTICLE 11
                         ----------

            DOCUMENTS TO BE DELIVERED AT CLOSING
            ------------------------------------

    11.1  Documents to be Delivered by Seller and/or ER Lime.
          --------------------------------------------------
At the Closing, Seller and/or ER Lime shall:

          (a)  Execute and deliver to Buyer any and all instruments
of sale, assignment and transfer and other documents reasonably
requested by Buyer to effect the transfer of the Assets to Buyer,
to effect the assumption of the Assumed Liabilities by Buyer, or
otherwise to facilitate the transactions contemplated hereby, such
instruments to include, but not be limited to:

               (i)  special warranty deeds conveying to Buyer
    good and marketable title to all Real Property;

               (ii) other documents and certificates relating
    to the transfer of Real Property, such as certificates of
    value, affidavits of non-foreign status, affidavits as to
    mechanics liens, and the like, including items reasonably
    requested by Buyer's title insurer;

               (iii)     assignments of patents, trademarks,
    trade names, copyrights and applications therefor, in
    form suitable for recording with any applicable
    registration authority (or accompanied by a limited power
    of attorney reasonably satisfactory to Buyer), and all
    other Intellectual Property of Seller;

               (iv) duly endorsed certificates of title to
    vehicles included within the Assets, together with any
    appropriate affidavit with respect to the sale price
    thereof or the odometer reading of such vehicle;

               (v)  assignment and assumption agreements with
    respect to the Contract Rights to be acquired by Buyer
    hereunder, in a form reasonably satisfactory to Buyer,
    Seller, ER Lime and any third party whose consent is
    required to effectively assign the Contract Rights to
    Buyer;

               (vi) assignments of all letters of credit and
    similar instruments securing any of the Receivables with
    respect to which Seller is beneficiary, together with the
    originals of such letters of credit and other instruments
    and power of attorney in favor of Buyer, authorizing
    Buyer to sign on behalf of Seller in connection with
    draws thereunder and to take other appropriate action to
    realize the benefits thereunder;

               (vii)     assignment and assumption agreements
    with respect to the Assumed Liabilities;

                                    31
<PAGE> 38
               (viii)    a blanket bill of sale and assignment
    covering all Assets, conveying good and marketable title
    to the Assets to Buyer, and containing "further
    assurances" language obligating Seller to execute other
    appropriate instruments after the Closing to confirm
    Buyer's title to and possession of such Assets;

               (ix) such other documents, including
    instruments of sale, transfer and assignment,
    transferring, assigning and conveying the Assets as shall
    be reasonably requested by Buyer to evidence the transfer
    of any of the Assets or to vest in Buyer good,
    marketable, indefeasible and recordable title to the
    Assets, free and clear or all liens, claims and
    encumbrances or third parties (other than as permitted by
    this Agreement); and

               (x)  possession of the Properties and all keys
    thereto;

          (b)  Deliver to Buyer a "bring down" certificate of
Seller's general partner and an authorized officer of ER Lime to
the effect that Seller's and ER Lime's representations and
warranties in Article 3 are true as of the Closing Date, and a
certificate of incumbency and copies of the resolutions adopted by
the partners of Seller and the Board of Directors of ER Lime,
authorizing the execution and delivery of this Agreement and the
consummation of the sale of Assets and the other transactions
contemplated hereby, duly certified as of the Closing Date by the
general partner of Seller and Secretary or an Assistant Secretary
of ER Lime, as applicable;

          (c)  Deliver to Buyer certificates of good standing or
their equivalent, dated not more than ten (10) calendar days prior
to the Closing Date, attesting to the good standing of (1) Seller
as a limited partnership under the laws of the State of Delaware
and (2) ER Lime as a corporation under the laws of the State of
Delaware;

          (d)  To the extent any consents or approvals shall be
necessary to any of the transactions herein contemplated, or to the
sale of Assets, deliver to Buyer upon request copies of all such
consents or approvals as obtained by Seller or ER Lime;

          (e)  Deliver to Buyer a clearance certificate or other
similar document(s) which may be required by any state or foreign
taxing authority in order to relieve Buyer of any obligation to
withhold any portion of the Purchase Price;

          (f)  Deliver to Buyer an opinion of Armstrong, Teasdale,
Schlafly & Davis, counsel for Seller and ER Lime, as to such
matters as are reasonably requested by Buyer and its counsel; and

          (g)  Deliver to Buyer the Agreement in the form of
Exhibit B attached hereto, duly executed and delivered by MS
- ---------
Lime (the "MS Lime Agreement").

                                    32
<PAGE> 39
    11.2  Documents to be Delivered by Buyer.  At the Closing,
          ----------------------------------
Buyer shall:

          (a)  Execute and deliver to Seller and ER Lime any and
all documents identified in Section 11.1(a), if and to the extent
appropriate that Buyer execute the same in order to effect the
transactions contemplated hereby, including but not limited to the
assignment and assumption agreements specified in
Sections 11.1(a)(v) and (vii);

          (b)  Deliver to Seller and ER Lime a "bring-down"
certificate of an authorized officer of Buyer to the effect that
Buyer's representations and warranties in Article 4 are true as of
the Closing Date, and a certificate of incumbency and copies of the
resolutions adopted by the Board of Directors of Buyer, authorizing
the execution and delivery of this Agreement and the consummation
of the purchase of Assets and the other transactions contemplated
hereby, duly certified as of the Closing Date by the Secretary or
an Assistant Secretary of Buyer;

          (c)  Deliver to Seller and ER Lime a certificate of good
standing or its equivalent, dated not more than ten (10) calendar
days prior to the Closing Date, attesting to the good standing of
Buyer (or a designee thereof) as a corporation under the laws of
the State of Delaware;

          (d)  To the extent any consents or approvals shall be
necessary to any of the transactions herein contemplated, or to the
sale of the Assets, Buyer shall deliver to Seller and ER Lime upon
request copies of all such consents or approvals as obtained by
Buyer;

          (e)  Deliver to Seller and ER Lime the Purchase Price
required to be paid at Closing Date pursuant to Section 1.3;

          (f)  Deliver to Seller and ER Lime an opinion of Thompson
Coburn, counsel for Buyer, as to such matters as are reasonably
requested by Seller and ER Lime and their counsel; and

          (g)  Deliver to Seller and ER Lime the MS Lime Agreement
duly executed and delivered by Buyer.

                         ARTICLE 12
                         ----------

                       INDEMNIFICATION
                       ---------------

    12.1  General Indemnification.
          -----------------------

          (a)  By Seller and ER Lime.  Subject to the
               ---------------------
provisions of this Article 12, by execution of this Agreement,
Seller and ER Lime, jointly and severally, agree to indemnify Buyer
and its successors and assigns and hold them harmless against and
in respect of:

               (i)  any and all loss, liability, cost, expense or
    damage (including judgments and settlement payments) incurred
    by them incident to, arising in connection with or resulting
    from any misrepresentation, breach, nonperformance or
    inaccuracy of

                                    33
<PAGE> 40
    any representation, warranty, or covenant by
    Seller made or contained in this Agreement, the Other
    Agreements, or in any Exhibit, Schedule, certificate or
    document executed and delivered to Buyer pursuant to this
    Agreement or the transactions contemplated herein;

               (ii) any and all loss, liability, cost, expense or
    damage relating to past, present or future violations
    (including judgments and settlement payments) of any
    environmental laws, regulatory guidelines, policies and the
    like which violations arise from or relate to any of Seller's
    operations prior to the Closing, or the condition of the
    Assets prior to the Closing;

               (iii)     any of Seller's or ER Lime's obligations
    with respect to any employees;

               (iv) any and all loss, liability, cost, expense or
    damage (including judgments and settlement payments) incurred
    by Buyer incident to, arising in connection with or resulting
    from all other liabilities and obligations directly or
    indirectly arising from or relating to acts or failures to act
    by Seller or ER Lime prior to the Closing, except only the
    Assumed Liabilities; and

               (v)  any and all loss, liability, cost, expense
    and/or other actual damages incurred by Buyer in claiming,
    contesting or remedying any breach, misrepresentation,
    nonperformance or inaccuracy described above, or in enforcing
    its right of indemnification hereunder, including, by way of
    illustration and not limitation, all legal and accounting
    fees, other professional expenses and all filing fees, and
    collection costs incident thereto and all such fees, costs and
    expenses incurred in defending claims which, if successfully
    prosecuted, would have resulted in Damages (as defined
    herein).

          (b)  By Buyer.  Subject to the provisions of this
               --------
Article 12, by execution of this Agreement, Buyer agrees to
indemnify Seller and ER Lime and their respective successors and
assigns and hold them harmless against and in respect of:

               (i)  any and all loss, liability, cost, expense or
    damage (including judgments and settlement payments) incurred
    by them incident to, arising in connection with or resulting
    from any misrepresentation, breach, nonperformance or
    inaccuracy of any representation, warranty, or covenant by
    Buyer made or contained in this Agreement, the Other Buyer
    Agreements or in any Exhibit, Schedule, certificate or
    document executed and delivered to Seller or ER Lime by or on
    behalf of Buyer under or pursuant to this Agreement or the
    transactions contemplated herein;

               (ii) any and all loss, liability, cost, expense or
    damage (including judgments and settlement payments) incurred
    by them incident to, arising in connection with or resulting
    from all other liabilities and obligations directly or
    indirectly arising from or relating to (1) acts or failures to
    act by Buyer subsequent to the Closing, including Buyer's
    possession, use and operation of the Assets and the Business
    after Closing and (2) all of the Assumed Liabilities; and

                                    34
<PAGE> 41
               (iii)     any and all loss, liability, cost, expense
    and/or other actual damages incurred by Seller or ER Lime in
    claiming, contesting or remedying any breach,
    misrepresentation, nonperformance or inaccuracy described
    above, or in enforcing their right of indemnification
    hereunder, including, by way of illustration and not
    limitation, all legal and accounting fees, other professional
    expenses and all filing fees, and collection costs incident
    thereto and all such fees, costs and expenses incurred in
    defending claims which, if successfully prosecuted would have
    resulted in Damages (as defined herein).

          (c)  Damages.  Any and all of the items set forth in
               -------
Sections 12.1(a) and 12.1(b) for which a party is entitled to be
indemnified hereunder are called "Damages."

    12.2  Notice of, and Procedures for, Collecting
          -----------------------------------------
Indemnification.
- ---------------

          (a) Initial Claim Notice.  When a party becomes
               --------------------
aware of a situation which may result in Damages for which it would
be entitled to be indemnified hereunder, such party (the
"Indemnitee") shall submit a written notice (the "Initial Claim
Notice") to the other party from which indemnification may be
forthcoming pursuant to Section 12.1 (the "Indemnitor") to such
effect with reasonable promptness after it first becomes aware of
such matter and shall furnish the Indemnitor with such information
as it has available demonstrating its right or possible right to
receive indemnity. If the potential claim is predicated on, or
later results in, the filing by a third party of any action at law
or in equity (a "Third Party Claim"), the Indemnitee shall provide
the Indemnitor with a supplemental Initial Claim Notice not later
than ten (10) calendar days prior to the date on which a responsive
pleading must be filed, and shall also furnish a copy of such claim
(if made in writing) and of all documents received from the third
party in support of such claim. In addition, each Initial Claim
Notice shall name, when known, the person or persons making the
assertions which are the basis for such claim. Failure by the
Indemnitee to deliver an Initial Claim Notice or an update thereof
in a timely manner shall not relieve the Indemnitor of any of its
obligations under this Agreement except to the extent that actual
monetary prejudice to the Indemnitor can be demonstrated.

          (b)  Rights of Indemnitor.  If, prior to the
               --------------------
expiration of 30 calendar days from the mailing of an Initial Claim
Notice (the "Claim Answer Period"), the Indemnitor shall request in
writing that such claim not be paid, the same shall not be paid,
and the Indemnitor shall settle, compromise or litigate in good
faith such claim, and employ attorneys of its choice to do so;
provided, however, that Indemnitee shall not be required to refrain
from paying any claim which has matured by court judgment or
decree, unless appeal is taken therefrom and proper appeal bond
posted by the Indemnitor, nor shall it be required to refrain from
paying any claim where such action would result in the foreclosure
of a lien upon any of its assets or a default in a lease or other
contract except a lease or other contract which is the subject of
the dispute. Indemnitee shall cooperate fully to make available to
the Indemnitor and its attorneys, representatives and agents, all
pertinent information under its control. Indemnitee shall have the
right to elect to settle or compromise all other contested claims
with respect to which the Indemnitor has not, within the Claim
Answer Period, acknowledged in writing (i) liability therefor, and
(ii) its election to assume full responsibility for the settlement,
compromise, litigation and payment of such claim.

                                    35
<PAGE> 42
          (c)  Final Claims Statement.  At such time as Damages
               ----------------------
for which the Indemnitor is liable hereunder are incurred by
Indemnitee by actual payment thereof or by entry of a final
judgment, Indemnitee shall forward a Final Claims Statement to the
Indemnitor setting forth the amount of such Damages in reasonable
detail on an itemized basis. Indemnitee shall supplement the Final
Claims Statement with such supporting proof of loss (e.g. vouchers,
canceled checks, accounting summaries, judgments, settlement
agreement, etc.) as the Indemnitor may reasonably request in
writing within thirty (30) calendar days after receipt by
Indemnitor of a Final Claims Statement. All amounts reflected on
Final Claims Statements shall be paid promptly by Indemnitor to
Indemnitee and Indemnitee shall have the right to immediate payment
of proceeds from insurance policies paid to Indemnitor in
connection with the claim for which the indemnification right
arose.

          (d)  Survival of Indemnification.  Any other
               ---------------------------
provision hereof to the contrary notwithstanding, the parties agree
that the representations and warranties of the parties contained in
this Agreement shall survive for a period of two (2) years after
the Closing Date for purposes of this Article 12, regardless of any
investigation made by either party prior to the date hereof or
prior to the Closing Date.  Buyer, on the one hand, and Seller and
ER Lime, on the other hand, shall only be entitled to
indemnification under this Article 12 for breaches of
representations and warranties if an Initial Claim Notice
describing the claim for which indemnification is sought is signed
by an executive officer or the general partner of Buyer, Seller or
ER Lime, as the case may be, and is submitted to Buyer, on the one
hand, or Seller and ER Lime, on the other hand, as the case may be,
not later than two (2) years following the Closing Date.  Any claim
for indemnification pursuant to this Article 12 for breaches of
representations and warranties not made prior to the expiration of
such two-year period shall be extinguished, and all representations
and warranties with respect to which no claim is made prior to the
expiration of such two-year period shall expire and be of no
further force and effect.

          (e)  Actual Knowledge Limitation.  Notwithstanding
               ---------------------------
anything in this Agreement to the contrary, Buyer may not assert a
claim for indemnification under this Article 12 with respect to a
breach of a specific representation or warranty made by Seller if
Buyer had actual knowledge of the existence of such breach at the
time of Closing, and Seller may not assert a claim for
indemnification under this Article 12 with respect to a specific
breach of a representation or warranty made by Buyer if Seller had
actual knowledge of such breach at the time of Closing.

          (f)  Minimum Dollar Limitation.  The parties hereto
               -------------------------
agree that no violations or breaches under any one or more of the
representations and warranties of Seller or ER Lime, on the one
hand, or Buyer, on the other hand, set forth in this Agreement
shall support a claim for Damages unless and until Damages
attributable to all violations and breaches of Seller and ER Lime,
on the one hand, or Buyer, on the other hand, exceed on a
cumulative and aggregate basis the sum of $50,000 in which such
event the Indemnitor shall be obligated to indemnify the Indemnitee
for the full amount of Damages.

          (g)  Limit of Indemnification.  The obligation of
               ------------------------
Seller and ER Lime to indemnify Buyer under Section 12.1(a) and the
obligation of Buyer to indemnify Seller and ER Lime under Section
12.1(b) for Damages shall be limited to $900,0000 in the
aggregate.

                                    36
<PAGE> 43
          (h)  Impact of Insurance Proceeds.  The gross amount
               ----------------------------
which an Indemnitor is liable to, for, or on behalf of the
Indemnitee pursuant to this Section (the "Indemnifiable Loss")
shall be reduced (including, without limitation, retroactively) by
any insurance proceeds actually recovered by or on behalf of such
Indemnitee related to the Indemnifiable Loss, and shall be further
reduced to take account of any tax benefit to the Indemnitee
arising from the Indemnifiable Loss.  Each Indemnitee hereunder
agrees to diligently pursue claims for insurance covering an
Indemnifiable Loss hereunder prior to attempting to collect for
such Indemnifiable Loss from an Indemnitor; provided, however, that
the foregoing shall not prevent the Indemnitee from providing the
Indemnitor with an Initial Claim Notice with respect to such
Indemnifiable Loss.  If an Indemnitee shall have received or shall
have had paid on its behalf an indemnity payment in respect of an
Indemnifiable Loss and shall subsequently receive directly or
indirectly insurance proceeds or tax benefits in respect of such
Indemnifiable Loss, then such Indemnitee shall pay to such
Indemnitor the amount of such insurance proceeds and tax benefits
or, if less, the amount of such indemnity payment. For purposes of
this Section, tax benefits arising from an Indemnifiable Loss shall
be determined after taking into account the tax detriment, if any,
arising from the receipt of insurance proceeds or indemnification
payments by or on behalf of the Indemnitee and the tax benefit, if
any, to the Indemnitee arising from any payments to the Indemnitor.

          (i)  Dispute Resolution.  All disputes under this
               ------------------
Article 12 shall be settled by arbitration in St. Louis, Missouri,
before a single arbitrator pursuant to the rules of the American
Arbitration Association. Arbitration may be commenced at any time
by any party hereto giving written notice to each other party to a
dispute that such dispute has been referred to arbitration under
this Section 12.2(i). The arbitrator shall be selected by the joint
agreement of Buyer and ER Lime, but if they do not so agree within
twenty (20) calendar days after the date of the notice referred to
above, the selection shall be made pursuant to the rules from the
panels of arbitrators maintained by such Association. Any award
rendered by the arbitrator shall be conclusive and binding upon the
parties hereto; provided, however, that any such award shall be
accompanied by a written opinion of the arbitrator giving the
reasons for the award. This provision for arbitration shall be
specifically enforceable by the parties, and the decision of the
arbitrator in accordance herewith shall be final and binding and
there shall be no right of appeal therefrom. Each party shall pay
its own expenses of arbitration and the expenses of the arbitrator
shall be paid one-half by Seller and one-half by Buyer; provided,
however, that if in the opinion of the arbitrator any claim for
indemnification or any defense or objection thereto was
unreasonable, the arbitrator may assess, as part of his award, all
or any part of the expenses of the arbitrator against the party
raising such unreasonable claim, defense or objections.

To the extent that arbitration may not be legally permitted
hereunder and the parties to any dispute hereunder may not at the
time of such dispute mutually agree to submit such dispute to
arbitration, any party may commence a civil action in a court of
appropriate jurisdiction to resolve disputes hereunder. Nothing
contained in this Section shall prevent the parties from settling
any dispute by mutual agreement at any time.

                                    37
<PAGE> 44
                         ARTICLE 13
                         ----------

                        MISCELLANEOUS
                        -------------

    13.1  Notices.  Any notices or other communications
          -------
required or permitted hereunder (including, by way of illustration
and not limitation, any notice permitted or required under Article
12 hereof) to any party hereto shall be in writing and shall be
sufficiently given when delivered in person, or when delivered to
the receiving party if sent by certified or registered mail,
postage prepaid, or one business day after dispatch of such notice
with an overnight delivery service, or when sent by facsimile if an
answer back is received by the sender, in each case addressed as
follows:

    In the case of Buyer, care of:

    APG Lime Corp.
    3959 Electric Road, Suite 330
    Roanoke, Virginia 24018
    Attn:      John A. Spegele
    Telecopy: 540/772-3157

    with copies to:

    A.P. Green Industries, Inc.
    Green Boulevard
    Mexico, Missouri 65265
    Attn: Michael B. Cooney, Esq.
    Telecopy: 573/473-3331

    and

    Thompson Coburn
    One Mercantile Center
    Suite 3400
    St. Louis, Missouri  63101
    Attn:  Robert M. LaRose, Esq.
    Telecopy: 314/552-7000

    In the case of Seller or ER Lime, care of:

    Mississippi Lime Company
    7 Alby Street
    Alton, Illinois  62002
    Attn: Fredric M. Guist, Chief Operating Officer
    Telecopy: 618/465-0251

                                    38
<PAGE> 45
    with a copy to:

    Armstrong, Teasdale, Schlafly & Davis
    One Metropolitan Square
    St. Louis. Missouri 63102
    Attn: John L. Gillis, Esq.
    Telecopy:  314/621-5065

or such substituted address or attention as any party shall have
given notice to the others in writing in the manner set forth in
this Section 13.1.

    13.2  Amendment.  This Agreement may be amended or modified
          ---------
in whole or in part only by a written agreement executed by all
parties hereto and making specific reference to this Agreement.

    13.3  Counterparts. This Agreement may be executed in one
          ------------
or more counterparts, all of which taken together shall constitute
one instrument.

    13.4  Binding on Successors and Assigns.  This Agreement
          ---------------------------------
shall be binding upon, inure to the benefit of and be enforceable
by and against the parties hereto and their respective successors
and permitted assigns in accordance with the terms hereof; and in
the event any party hereto is dissolved or liquidated after the
Closing Date, the obligations of such party shall automatically
become the obligations of the person(s) to whom are distributed the
assets and properties of such party in accordance with applicable
law. Seller may not assign its obligations under this Agreement
without Buyer's prior written consent. Buyer shall have the right
to designate any one or more existing or hereafter formed
subsidiaries or affiliates of Buyer to purchase the Assets and
assume the Assumed Liabilities; provided, however such designation
shall not relieve Buyer of its obligations hereunder. Otherwise,
Buyer shall have no right to assign its interests under this
Agreement without Seller's prior written consent.

    13.5  Severability.  In the event that any one or more of
          ------------
the provisions contained in this Agreement or any application
thereof shall be invalid, illegal or unenforceable in any respect
and subject to Section 6.9(b) hereof, the validity, legality or
enforceability of the remaining provisions of this Agreement and
any other application thereof shall not in any way be affected or
impaired thereby; provided, however, that to the extent permitted
by applicable law, any invalid, illegal, or unenforceable provision
may be considered for the purpose of determining the parties'
intent in connection with the other provisions of this Agreement.

    13.6  Waivers.  The parties may, by written agreement,
          -------
(a) extend the time for the performance of any of the obligations
or other acts of the parties hereto, (b) waive any inaccuracies in
the representations contained in this Agreement or in any document
delivered pursuant to this Agreement, (c) waive compliance with, or
modify, any of the covenants or conditions contained in this
Agreement, and (d) waive or modify performance of any of the
obligations of any of the parties hereto; provided, however, that
no such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall operate

                                    39
<PAGE> 46
as a waiver of, or an estoppel with respect to, any subsequent
insistence upon such strict compliance other than with respect to
the matter so waived or modified.

    13.7  Publicity.  Any public announcements concerning the
          ---------
transaction contemplated by this Agreement shall be jointly planned
and simultaneously released by Buyer and Seller, and neither of
them shall act in this regard without the prior written approval of
the other, which approval shall not be unreasonably withheld.

    13.8  Headings.  The headings in the articles, sections and
          --------
subsections of this Agreement and in the Schedules are inserted for
convenience only and in no way alter, amend, modify, limit or
restrict the contractual obligations of the parties.

    13.9  Exhibits and Schedules.  Each of the Exhibits and
          ----------------------
Schedules to this Agreement is hereby incorporated herein by this
reference and expressly made a part hereof.

    13.10      Expenses.  Except to the extent otherwise
               --------
provided in this Agreement, Seller, ER Lime and Buyer shall each
bear its own expenses incurred in connection with this Agreement
and the transactions herein contemplated, including, but not
limited to, legal and accounting fees and expenses.

    13.11      Confidentiality.  Prior to the Closing Date and
               ---------------
if the transactions contemplated hereunder are not consummated,
Buyer, Seller and ER Lime (and their respective employees, agents,
auditors, attorneys and other authorized representatives) shall
not, without prior written consent of the other party, communicate
or divulge to any person or entity or use for their benefit any
information (other than information otherwise available or which
becomes public other than as a result of their action) concerning
the other party's financial condition or business, or concerning
any marketing information, equipment, methods, research, clients,
contracts, suppliers, customers or other data of or relating to the
other party or other confidential matters possessed, owned or used
by such other party that may be communicated to, acquired by or
learned by them. All correspondence, records, files, tax returns,
financial statements and other data relating to such other party
which shall come into the possession of Buyer, Seller or ER Lime,
as the case may be, shall remain the sole property of such other
party pending the consummation of the transactions contemplated
hereby. If the transactions contemplated hereby are not consummated
for any reason, then Buyer, Seller and ER Lime, as the case may be,
shall return all of the foregoing material to the party from which
it came, together with any and all copies thereof made.

    13.12      Survival.  All of the terms, covenants,
               --------
warranties, representations, conditions, indemnity obligations and
other provisions of this Agreement shall survive and continue to
remain in full force and effect after the Closing.

    13.13      Entire Agreement; Law Governing.  All prior
               -------------------------------
negotiations and agreements, whether written or oral, between the
parties hereto are superseded by this Agreement, and there are no
representations, warranties, understandings or agreements other
than those expressly set forth herein or in an Exhibit or Schedule
delivered pursuant hereto with respect to the subject matter
hereof, except as this Agreement may be modified in writing
subsequent hereto.  This

                                    40
<PAGE> 47
Agreement shall be governed by and construed and interpreted
according to the internal laws of the State of Missouri, determined
without reference to conflicts of law principles.

    13.14      No Third-Party Rights.  This Agreement is not
               ---------------------
intended and shall not be construed to create any rights in any
persons other than Buyer, Seller and ER Lime, and no person shall
assert any rights as third-party beneficiary hereunder.

    13.15      Records of Seller and ER Lime.  Following
               -----------------------------
Closing, Seller and ER Lime agree to permit Buyer and its
representatives to inspect the books and records of Seller and ER
Lime and to make copies of the same insofar as they relate solely
to the Assets or the Assumed Liabilities during regular business
hours and at no expense to Seller or ER Lime in order for Buyer and
such representatives to obtain information relevant to Buyer's tax
returns, third party claims or litigation involving Buyer, or as
otherwise reasonably required for the conduct of the Business by
Buyer. Seller agrees to maintain such books and records insofar as
they relate solely to the Assets or Assumed Liabilities for a
period of not less than seven years after the Closing Date.

    13.16      Records of Buyer.  Following Closing, Buyer
               ----------------
agrees to permit Seller and ER Lime and their respective
representatives to inspect the books and records of Buyer included
in the Assets and Assumed Liabilities and to make copies of the
same during regular business hours and at no expense to Buyer in
order for Seller or ER Lime representatives to obtain information
relevant to Seller's tax returns, third party claims or litigation
involving Seller, or as otherwise reasonably required for the
conduct of Seller's business. Buyer agrees to maintain such books
and records insofar as they relate solely to the Assets and the
Assumed Liabilities for a period of not less than seven years after
the Closing Date.

    13.17      Termination.
               -----------

          (a)  This Agreement may be terminated prior to Closing as
    follows:

               (i)  at the election of Buyer in the circumstances
    contemplated in Section 7.2;

               (ii) upon written notice from Buyer to Seller and ER
    Lime if any of the conditions precedent to Buyer's obligations
    hereunder shall have become incapable of fulfillment through
    no fault of Buyer;

               (iii)     upon written notice from Seller or ER Lime
    to Buyer if any of the conditions precedent to Seller's or ER
    Lime's obligations hereunder shall have become incapable of
    fulfillment through no fault of Seller or ER Lime;

               (iv) at Buyer's or Seller's or ER Lime's election if
    any legal proceeding is commenced or threatened by any
    governmental or regulatory authority or other person or entity
    (other than Buyer, Seller or ER Lime) directed against the
    consummation of the Closing and any of Buyer, Seller or ER
    Lime, as the case may be, reasonably and in good faith deem it
    impractical or inadvisable to proceed in view of such legal
    proceeding

                                    41
<PAGE> 48
    or threat thereof, taking into account the potential expense and
    delay likely to be involved;

               (v)  by mutual written consent of Buyer, on the one
    hand, and Seller and ER Lime, on the other hand;

               (vi)  upon written notice from Buyer to Seller and
    ER Lime if the estimated potential costs of remediation or
    clean-up of any environmental hazards disclosed in the
    Environmental Audit equal or exceed Two Hundred Thousand
    Dollars ($200,000); or

               (vii)     at the election of Buyer or Seller or ER
    Lime, if Closing has not occurred on or prior to January 15,
    1997.

          (b)  If this Agreement is terminated pursuant to Section
13.17(a) hereof and the transactions contemplated hereby are not
consummated as described above, this Agreement shall become null
and void and have no further force and effect except as provided in
Sections 13.10 and 13.11 and this Section 13.17(b) which shall
survive termination and no party shall have any claim or liability
to any other party for any damages, costs or expenses paid or
incurred in connection with this Agreement or the transactions
contemplated hereby; provided, however, that if this Agreement is
terminated (i) by Seller or ER Lime because of a breach hereof by
Buyer or (ii) by Buyer because of a breach hereof by Seller or ER
Lime, then the terminating party shall have a claim for damages
against the breaching party.

    13.18      Disclaimer of Warranties.  Except with respect
               ------------------------
to the warranties and representations specifically set forth in
this Agreement, the Schedules hereto, and the Other Agreements
SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE and, except as provided in this
Agreement, the Schedules hereto and the Other Agreements, the
Assets are conveyed hereunder "AS IS" on the Closing Date.

    13.19      Equitable Remedies.  Since damages, in the event
               ------------------
of breach of any term or condition of this Agreement, would be
difficult, if not impossible, to ascertain, the parties hereto may
obtain in addition to any other remedy available to it, and no such
party hereto shall oppose, an  injunction restraining such breach
and specific performance of any such breached term or condition. No
bonds or other securities shall be required in connection
therewith.

      [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                    42
<PAGE> 49
    IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
on the day and year first above written.

    THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.

                       "BUYER"

                       APG LIME, CORP.


                       By:/s/ Michael B. Cooney
                          -------------------------------------
                       Title: Secretary
                              ---------------------------------

                       "SELLER"

                       EASTERN RIDGE LIME L.P.
                       By: EASTERN RIDGE LIME, INC.,
                           its General Partner


                       By:/s/ Fredric M. Guist
                          -------------------------------------
                       Title:Chief Executive Officer
                             ----------------------------------


                       "ER LIME"

                       EASTERN RIDGE LIME, INC.


                       By:/s/ Fredric M. Guist
                          -------------------------------------
                       Title:Chief Executive Officer
                             ----------------------------------

                                    43


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