SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 8-K

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

MARCH 31, 1998
(Date of Report (Date of earliest event reported)

GENERAL HOUSEWARES CORP.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE				001-07117		41-0919772
(State or Other			(Commission		(I.R.S. Employer
Jurisdiction of			File Number)	Identification No.)
Incorporation)

1536 BEECH STREET
TERRE HAUTE, INDIANA					47804
(Address of Principal					(Zip Code)
Executive Office)

812-232-1000
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

ITEM 2.	ACQUISITION OR DISPOSITION OF BUSINESS

On March 31, 1998, General Housewares Corp. (the Company) completed the sale 
of its enamelware cookware business (Enamelware Division).  In exchange for 
the sale of certain assets related to the Enamelware Division, including 
property, plant and equipment and inventories, as well as associated brand 
names and trademarks.  Consideration received by the Company consisted of a 
cash payment of $4,900,000 and a Promissory Note in the principal amount of 
$1.3 million.  The cash portion of the consideration is subject to adjustment 
for certain conditions set forth in the Asset Purchase Agreement.  The Company 
anticipates that it will receive approximately an additional $200,000 by April 
30, 1998 pursuant to said adjustments.  The payments under the Promissory Note 
will be offset against the payments due from the Company under a seven-year 
lease entered into by the Company and the Buyer for office and warehouse 
space.  Proceeds in excess of net, tangible assets as a result of the 
transaction are expected to be approximately $2 million.  Non-cash charges in 
the form of a defined benefit pension plan curtailment and goodwill write-off 
are expected to be approximately $3.5 million.  The anticipated pre-tax loss 
on sale of $1.5 million will be recorded as a component of selling, general 
and administrative expense in the first quarter of 1998.  This charge will 
increase the anticipated first quarter loss per common share (basic and 
diluted) by approximately $0.24.

ITEM 7.	FINANCIAL STATEMENTS AND EXHIBITS
b.	Pro Forma Financial Information

GENERAL HOUSEWARES CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
UNAUDITED 
(in thousands)

The following unaudited pro forma balance sheet presents the financial 
position of General Housewares Corp. and its subsidiaries at December 
31, 1997, assuming the sale of certain assets of the Enamelware Division 
including property, plant and equipment and inventories had occurred on 
December 31, 1997.  The unaudited pro forma balance sheet also assumes 
liquidation of assets related to the Enamelware Division (accounts 
receivable, accounts payable and accruals) that were not sold as part of 
the transaction but will be liquidated in the normal course of business.

Assets
				As Reported		Adjustments		Pro Forma
Total current assets	$42,929		$(4,254)(1)		$38,675
Notes receivable, net	  2,364		  1,300 (2)		  3,664
Property, plant and
  equipment, net		 12,483		 (3,170)(1)		  9,313
Other assets		  6,181		      -		  6,181
Cost in excess of net
  assets acquired		 26,807		 (2,892)(3)		 23,915
				$90,764		$(9,016)		$81,748

Liabilities and Stockholders' Equity
Total current
  liabilities		$10,872		$(1,644)(4)		$10,428 
Long-term debt		 29,761		 (7,114)(5)		 22,731 
Deferred liabilities	  1,860		    642 (6)		  1,218
Stockholders' equity	 48,271		   (900)(7)		 47,371
				$90,764		$(9,016)		$81,748

Note (1) - Reflects the sale of inventory and property, plant and 
equipment and the liquidation of accounts receivable.
Note (2) - Reflects the issuance of a note receivable to the purchaser 
of the Enamelware Division.
Note (3) - Reflects the write-off of goodwill specifically associated 
with the Enamelware Division.
Note (4) - Reflects the payment of Enamelware Division specific accounts 
payable and accruals as well as the tax impact of anticipated loss on 
sale.
Note (5) - Reflects the anticipated debt pay-down resulting from the 
transaction.
Note (6) - Reflects pension curtailment expense incurred as a result of 
the transaction.
Note (7) - Reflects the equity impact of the loss on sale.

GENERAL HOUSEWARES CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
(in thousands)

The following unaudited statement presents the results of operations of 
General Housewares Corp. and its subsidiaries for the year ended December 31, 
1997 assuming the sale of certain assets of the Enamelware Division had 
occurred on January 1, 1997 at net book value.

			As Reported		Adjustments		Pro Forma 
Net sales		$104,523		$(14,145)(1)	$90,378
Cost of sales	  62,081		 (10,465)(1)	 51,616
Gross profit	  42,442		  (3,680)		 38,762
Selling, general
  and administra-
  tive expense	  37,966		  (1,710)(1)	 36,256
Operating income	   4,476		  (1,970)		  2,506
Interest expense,
  net			   2,749		   (739) (2)	  2,010
Income from
  operations before
  income taxes	   1,727		  (1,231)		    496
Income taxes	   1,065		    (759)(3)	    306
Net income		$    662		$   (472)		$   190

Net income per
  common share
  (basic and
  diluted)		$   0.17		$  (0.12)		$ 0.05

Note (1) - Represents reductions in revenue and expense directly related 
to Enamelware Division.
Note (2) - Represents reduction in annual interest expense due to 
repayment of long-term debt with proceeds from sale.
Note (3) - Represents  decrease in income taxes related due to foregoing 
adjustments.

c.	Exhibits

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, hereunto duly authorized.

GENERAL HOUSEWARES CORP.
(Registrant)

April 13, 1998

By:	/s/Paul A. Saxton
	Paul A. Saxton
	Chairman of the Board, President
	and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit 2 (a)	Asset Purchase Agreement, dated as of March 31, 1998 
by and between General Housewares Corp. and Columbian Home Products, 
LLP.

Exhibit 2 (b)	Lease Agreement, dated as of March 31, 1998 by and 
between General Housewares Corp. and Columbian Home Products, LLP.

Exhibit 2 (c )	Promissory Note, dated as of March 31, 1998 by and 
between General Housewares Corp. and Columbian Home Products, LLP. 

EXHIBIT 2A

ASSET PURCHASE AGREEMENT
by and between
COLUMBIAN HOME PRODUCTS, LLC
and
GENERAL HOUSEWARES CORP.
March 19, 1998

TABLE OF CONTENTS

ARTICLE 1

PURCHASE AND SALE OF ASSETS						1
1.1	Purchased Assets							1
1.2	Excluded Assets							3
1.3	Assumption of Liabilities					4
1.4	Excluded Liabilities						4

ARTICLE 2

CONSIDERATION FOR THE PURCHASED ASSETS				5
2.1	Purchase Price							5
2.2	Purchase Price Adjustment					5
2.3	Procedures for Final Determination of Gross Margin
and Inventory							6

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER	7
3.1	Organization and Power						7
3.2	Subsidiaries							7
3.3	Authorization; No Breach					7
3.4	Financial Statements						8
3.5	Absence of Certain Developments				8
3.6	Title and Condition of Properties				9
3.7	Inventories								10
3.8	Tax Matters								10
3.9	Contracts and Commitments					11
3.10	Proprietary Rights						13
3.11	Litigation; Proceedings						14
3.12	Brokerage								14
3.13	Governmental Consent, etc.					14
3.14	Employees								14
3.15	Employee Benefit Plans						15
3.16	Insurance								15
3.17	Affiliated Transactions						15
3.18	Compliance with Laws; Permits; Certain Operations	16
3.19	Environmental Matters						16
3.20	Product and Warranty Claims; Warranties			18
3.21	Closing Date							19
3.22	Representations and Warranties				19

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER			19
4.1	Corporate Organization and Power				19
4.2	Authorization							19
4.3	No Violation							20
4.4	Litigation								20
4.5	Brokerage								20
4.6	Closing Date							20

ARTICLE 5

COVENANTS PRIOR TO CLOSING						20
5.1	Affirmative Covenants						20
5.2	Negative Covenants						21
5.3	Supplements to Disclosure Schedule				21

ARTICLE 6

CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE			22
6.1	Conditions to Purchaser's Obligation			22

ARTICLE 7

CONDITIONS TO SELLER'S OBLIGATION TO CLOSE			24

ARTICLE 8

CLOSING TRANSACTIONS							25
8.1	The Closing								25
8.2	Action to Be Taken at the Closing				25
8.3	Closing Documents							25
8.4	Possession								27
8.5	Nonassignable Contracts						27

ARTICLE 9

INDEMNIFICATION								27
9.1	Indemnification by Seller					27
9.2	Indemnification by Purchaser					29
9.3	Method of Asserting Claims					29
9.4	Limitation on Indemnities					30
9.5	Adjustment for Insurance and Taxes				30
9.6	Seller's Agreement to Close Frit Lagoon under RCRA	30
9.7	Seller's Responsibility for Asbestos			31

ARTICLE 10

TERMINATION									31
10.1	Termination								31
10.2	Effect of Termination						32
10.3	Effect of Closing							32

ARTICLE 11

ADDITIONAL AGREEMENTS							32
11.1	Survival								32
11.2	Mutual Assistance							32
11.3	Press Release and Announcements				32
11.4	Expenses								32
11.5	Further Transfers							33
11.6	Transition Assistance						33
11.7	Confidentiality							33
11.8	Non-Compete; Non-Solicitation					33
11.9	Specific Performance						34
11.10	Remittances								34
11.11	Reasonable Efforts To Consummate Closing Transactions	34
11.12	Employees and Agents of Seller				35
11.13	Transition Period License					35
11.14	Access to Records							35

ARTICLE 12

MISCELLANEOUS								35
12.1	Amendment and Waiver						35
12.2	Notices								36
12.3	Assignment								37
12.4	Severability							37
12.5	No Third Party Beneficiaries					37
12.6	No Strict Construction						37
12.7	Captions								37
12.8	Complete Agreement						37
12.9	Counterparts							37
12.10	Governing Law							37
12.11	Remedies Cumulative						37
12.12	Best Knowledge of Seller					38

EXHIBITS

Exhibit A	--	Form of Promissory Note
Exhibit B	--	Allocation of Purchase Price
Exhibit C	--	Opinion of Seller's Counsel
Exhibit D	--	Form of Lease Agreement
Exhibit E	--	Form of GHC Transitional Services Agreement
Exhibit F	--	Form of Acquisition Company Transitional Services Agreement
Exhibit G	--	Opinion of Purchaser's Counsel
Exhibit H	--	Officer's Certificate of Seller
Exhibit I	--	Officer's Certificate of Purchaser

DISCLOSURE SCHEDULES

Schedule 1.1(a)	--	Inventory Schedule
Schedule 1.1(b)	--	Terre Haute Real Estate
Schedule 1.1(c)	--	Equipment Schedule
Schedule 1.1(e)	--	Office Furnishings Schedule
Schedule 1.1(f)	--	Intellectual Property Schedule
Schedule 1.1(j)	--	Excluded Computer Program Schedule
Schedule 1.3(a)	--	Assumed Liabilities Schedule
Schedule 1.3(b)	--	Outstanding Purchase Order Obligations
Schedule 1.4	--	Excluded Liabilities Schedule
Schedule 2.2	--	Calculation of Gross Margin
Schedule 3.1	--	Qualifications Schedule
Schedule 3.3	--	No Conflict Schedule
Schedule 3.5	--	Developments Schedule
Schedule 3.6(a)	--	Permitted Encumbrances Schedule
Schedule 3.6(d)	--	Permitted Liens Schedule
Schedule 3.6(f)	--	Regulatory Compliance Schedule
Schedule 3.8	--	Tax Matters Schedule
Schedule 3.9(a)	--	Contracts Schedule
Schedule 3.9(d)	--	Customer Contracts Schedule
Schedule 3.10	--	Proprietary Rights Schedule
Schedule 3.11	--	Litigation Schedule
Schedule 3.13	--	Consents Schedule
Schedule 3.14	--	Employees Schedule
Schedule 3.15	--	Employee Benefits Schedule
Schedule 3.16	--	Insurance Schedule
Schedule 3.17	--	Affiliated Transactions Schedule
Schedule 3.18(a)	--	Compliance Schedule
Schedule 3.18(b)	--	Permits Schedule
Schedule 3.19	--	Environmental Matters Schedule
Schedule 3.20(a)	--	Claims Schedule
Schedule 3.20(b)	--	Warranties Schedule
Schedule 9.12	--	Continued Employee Benefit Plans Schedule

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT made as of March 19, 1998 (this "Agreement")by and 
between COLUMBIAN HOME PRODUCTS, LLC, an Illinois limited liability company 
("Purchaser"), and GENERAL HOUSEWARES CORP., a Delaware corporation 
("Seller").

W I T N E S S E T H

WHEREAS, Seller is engaged in the business of manufacturing, distributing and 
selling Porcelain on Steel Cookware (the "Business"); and 

WHEREAS, on the terms and subject to the conditions of this Agreement, 
Purchaser desires to acquire from Seller and Seller desires to sell to 
Purchaser, substantially all of the assets and properties of the Seller 
related to the Business, both tangible and intangible, as described herein on 
the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1	Purchased Assets. On the terms and subject to the conditions of this 
Agreement, on the Closing Date (as defined in Section 8.1), Purchaser shall 
purchase from Seller, and Seller shall sell, convey, assign, transfer and 
deliver to Purchaser, all properties, assets, rights and interests of every 
kind and nature, whether real or personal, tangible or intangible, and 
wherever located and by whomever possessed, owned by Seller as of the Closing 
Date and primarily related to or primarily used in the Business, including, 
without limitation, all of the following assets:

(a)	all inventories (including raw materials, work in process, samples, 
service parts, purchased parts and goods and finished goods) and related 
supplies which relate primarily to the Business located at the Seller's 
facilities, in transit to or from the Seller's facilities, held by Seller or 
customers on consignment or which otherwise relate primarily to the Business 
(the "Inventory"), including but not limited to, the Inventory listed on 
Schedule 1.1(a);

(b)	all interests in real estate (including, without limitation, land, 
buildings and improvements), whether owned in fee, leased or otherwise, 
related primarily to the Business, including but not limited to, the real 
estate commonly known as 1536 Beech Street, Terre Haute, Indiana 47804 and all 
buildings and other improvements located thereon which is legally described in 
Schedule 1.1(b) (collectively, the "Terre Haute Real Estate") and all 
licenses, permits, approvals and qualifications relating to the Terre Haute 
Real Estate;

(c) all interests in plant, machinery and equipment, fixtures, fittings, 
furniture, automobiles, trucks, tractors, trailers and other vehicles, tools, 
dies, jigs, molds, fixtures, spare parts and supplies and other tangible 
personal property, whether owned, leased or otherwise (including, without 
limitation, items which have been fully depreciated or expensed), which relate 
primarily to the Business, including, without limitation, such items as set 
forth on Schedule 1.1(c);

(d) all rights in and to products sold or leased (including, but not limited 
to, products hereafter returned or repossessed and unpaid seller's rights of 
recession, replevin, reclamation and rights to stop-age in transit) to the 
extent of any credit that is given by the Purchaser related to such products 
and to the extent Purchaser is not indemnified hereunder with respect to any 
such credit;

(e) all office furnishings, display racks, shelves, decorations and related 
assets used primarily in the Business, including, without limitation, such 
items as set forth on Schedule 1.1(e);

(f) all intangible assets and intellectual property (including, without 
limitation, registered and unregistered trademarks, service marks and trade 
names, trade dress and other names, marks and slogans, including the names 
Granite Ware, Boutique, FanciPans, Desco Ware, Classic, Normandy, Magnawave 
Perfection, Spectra, Magnawave, Classic Coordinates, Frontier and Good Cooking 
and all variations and permutations thereof), all publishing and distribution 
rights, and all associated goodwill; all statutory, common law and registered 
copyrights; all patents, inventions, shop rights, know-how, trade secrets and 
confidential information, all of which are or have been primarily used in the 
Business; all registration applications for any of the foregoing; together 
with all rights to use all of the foregoing forever and all other rights in, 
to, and under the foregoing in all countries, including, without limitation, 
such items as are set forth on Schedule 1.1(f), except that if any trademarks, 
service marks and trade dress include the words "General Housewares", such 
trademarks, service marks and trade dress will be modified to exclude the 
words "General Housewares" following the date which the license referred to in 
Section 11.13 expires;

(g)	all discoveries, improvements, processes, formulae (secret or 
otherwise), data, confidential information, engineering, technical and shop 
drawings, specifications and ideas, whether patentable or not, all licenses 
and other similar agreements, and all drawings, records, books or other 
indicia, however evidenced, of the foregoing; all rights in and to any 
products or other intellectual property rights under research or development 
prior to or on the Closing Date, all of which are primarily related to the 
Business;

(h)	all rights existing under contracts, leases, licenses, permits, supply 
and distribution arrangements, sales and purchase agreements and orders, 
warranties, consents, orders, registrations, privileges, franchises, 
memberships, certificates, approvals or other similar rights and all other 
agreements, arrangements and understandings;

(i)	the right to receive all mail and other communications addressed to 
Seller (including, without limitation, mail and communications from customers, 
suppliers, distributors, agents and others and accounts receivable payments) 
related primarily to the Business;

(j)	all lists, records and files, or copies thereof, pertaining to 
customers, suppliers, distributors, personnel and agents and all other books, 
ledgers, files, documents, correspondence, plats, architectural plans, 
drawings and specifications, computer programs, to the extent legally 
transferable, other than those listed on Schedule 1.1(j), and business records 
of every kind and nature which relate primarily to the Business;

(k)	all creative materials (including, without limitation, photographs, 
films, art work, color separations and the like), catalogues, electronic data 
for catalogues, price lists, sell sheets, labels, cartons, advertising and 
promotional materials and all other printed or written materials; and

(l)	all goodwill as a going concern and all other intangible property.  For 
purposes of the Agreement, the term "Purchased Assets" means all properties, 
assets and rights which Seller shall convey to Purchaser or shall be obligated 
to convey to Purchaser under this Agreement.

1.2	Excluded Assets. Notwithstanding the foregoing, the following assets 
(the "Excluded Assets") are expressly excluded from the purchase and sale 
contemplated hereby and, as such, are not included in the Purchased Assets:

(a) all accounts receivables;
(b) cash, cash equivalents and marketable securities;
(c) refunds, tax credits and tax attributes of any kind;
(d) the right to receive mail and other communications addressed to Seller 
relating to businesses of the Seller which are unrelated to the Business;
(e) the minute books, capital stock records, articles of incorporation, by-
laws and corporate seal of Seller, together with annual and other corporate 
reports filed with the State of Delaware and other states in which Seller is 
qualified to do business, other documents and correspondence that relate to 
Seller's corporate organization and maintenance thereof; and
(f) all books, records and other business information other than that which is 
primarily related to the Business.

1.3	Assumption of Liabilities. Subject to the conditions specified in this 
Agreement, on the Closing Date, Purchaser shall assume and agree to pay, 
defend, discharge and perform as and when due only the following liabilities 
and obligations of Seller (the "Assumed Liabilities"):

(a)	Seller's obligations as of the Closing Date to fill orders for 
Inventory as set forth on Schedule 1.3(a);

(b)	Seller's outstanding commitments as of the Closing Date to 
purchase fixed assets, raw materials and supplies as set forth on Schedule 
1.3(b);

(c)	Seller's obligations and liabilities under the contracts listed on 
the Contracts Schedule (Schedule 3.9(a)) and on the Customer Contract Schedule 
(Schedule 3.9(d)) for any activity following the Closing Date;

(d)	any liabilities or obligations arising out of or in connection 
with charge backs or customer adjustments relating to products sold by the 
Purchaser;

(e)	any liabilities or obligations relating to accrued vacation for 
employees primarily related to the Business in an amount not to exceed the 
Accrued Payment (as hereinafter defined); and

(f) any liabilities or obligations arising out of or in connection with 
charge backs or customer adjustments following a date six (6) months from the 
Closing Date.

1.4	Excluded Liabilities. Notwithstanding anything to the contrary contained 
in this Agreement, Purchaser shall not assume or be liable for any liabilities 
or obligations of Seller other than the Assumed Liabilities and all such other 
liabilities or obligations shall be the responsibility of the Seller, 
including, but not limited to the following liabilities and obligations (the 
"Excluded Liabilities"):

(a)	those liabilities listed on Schedule 1.4;

(b)	any liabilities or obligations arising out of or in connection 
with charge backs or customer adjustments made during the period beginning 
upon the Closing Date and ending six (6) months from the Closing Date relating 
to products sold by the Seller; and

(c) any accrued liabilities or obligations relating to the operations of 
the Business prior to the Closing Date, including, but not limited to, 
liabilities related to accrued vacation, accrued bonuses and incentives, 
accrued commissions, accrued rebates, accrued returns and any coop advertising 
responsibilities.


ARTICLE 2

CONSIDERATION FOR THE PURCHASED ASSETS

2.1	Purchase Price. The aggregate purchase price for the Purchased Assets 
shall be an amount equal to Six Million Two Hundred Thousand and no/100  
Dollars ($6,200,000) as adjusted pursuant to Section 2.2 hereof (the "Purchase 
Price") which shall be payable to Seller on the Closing Date as set forth 
below:

(a)	by wire transfer of immediately available funds to such account or 
accounts as shall have been designated in writing by Seller not less than 
three (3) days prior to the Closing Date in an amount equal to Four Million 
Nine Hundred Thousand and no/100 Dollars ($4,900,000), as adjusted pursuant to 
Section 2.2 hereof; and

(b)	by a promissory note in an amount equal to One Million Three 
Hundred Thousand and no/100 Dollars ($1,300,000) substantially in the form 
attached hereto as Exhibit A (the "Promissory Note"), to be issued by 
Purchaser to Seller which shall be paid by Purchaser in accordance with the 
terms thereof.

The Purchase Price shall be allocated among the Purchased Assets as set forth 
in Exhibit B attached hereto. The parties agree that the allocation set forth 
in Exhibit B shall be used by them and respected for all purposes, including 
income tax purposes if in conformance with the rules and regulations of the 
Internal Revenue Code of 1986, as amended (the "Code"), and that the parties 
shall follow such allocation for all reporting purposes, including, without 
limitation, Internal Revenue Service ("IRS") Form 8594.

2.2	Purchase Price Adjustment. As set forth below, the cash portion of the 
Purchase Price shall be adjusted by: (i) (a) adding to the Purchase Price the 
amount by which the Current Inventory (as hereinafter defined) as of the 
Closing Date is greater than Two Million Dollars ($2,000,000) or (b) 
subtracting the amount by which the Current Inventory as of the Closing Date 
is less than Two Million Dollars ($2,000,000), and (ii) (a) adding $2.86 to 
the Purchase Price for each $1.00 by which the Gross Margin (as hereinafter 
defined) for 1997 exceeds $3,500,000 or (b) subtracting $2.86 from the 
Purchase Price for each $1.00 by which the Gross Margin for 1997 is less than 
$3,500,000; provided, however, as a precondition to the Purchase Price 
adjustment provided for in this Section 2.2(ii), the difference between the 
1997 Gross Margin and $3,500,000 must be equal to or greater than $250,000. An 
increase in the Purchase Price as a result of the adjustment contemplated in 
Section 2.2(ii) shall not exceed $500,000 and a decrease in the Purchase Price 
as a result of the adjustment contemplated in Section 2.2(ii) shall not exceed 
$1,000,000. For purposes hereof "Current Inventory" shall mean (i) finished 
goods Inventory which shall be valued at 1997 standard cost consistently 
applied as determined in accordance with generally accepted accounting 
principles and which does not include obsolete or discontinued items nor does 
such Inventory exceed six (6) months supply based on average sales per month 
for 1997, plus (ii) work-in-process Inventory which shall be valued at 1997 
standard cost consistently applied as determined in accordance with generally 
accepted accounting principles and which does not include obsolete or 
discontinued items nor does such Inventory exceed six (6) months supply based 
on average sales per month for 1997, plus (iii) raw materials Inventory which 
shall be valued at 1997 standard cost consistently applied as determined in 
accordance with generally accepted accounting principles. For purposes hereof 
"Gross Margin" shall mean the difference between net sales and the cost of 
goods sold (which shall include material costs, direct labor and overhead 
costs) all as determined in accordance with generally accepted accounting 
principles for the Business on a stand alone basis consistently applied 
(excluding the application of LIFO for Inventory accounting purposes) and as 
further described on Schedule 2.2. The Gross Margin and Current Inventory for 
purposes of the calculations provided for in this Section 2.2 shall be based 
upon a Closing Income Statement (as hereinafter defined) and a Current 
Inventory Report as provided for in Section 2.3 hereof.

2.3	Procedures for Final Determination of Gross Margin and Inventory.

(a)	Within 30 days after the Closing Date, Seller shall prepare and 
deliver to Purchaser at Seller's sole cost and expense a Preliminary Income 
Statement for 1997 for the Business (the "Closing Income Statement"), a 
statement setting forth Purchaser's determination of the Current Inventory for 
the Business as of the Closing Date (the "Current Inventory Report") and the 
Gross Margin for fiscal year 1997. The Current Inventory Report shall be based 
upon a complete physical inventory count (to be taken on the Closing Date by 
the Seller and with Purchaser's certified public accountant present) and 
valued at 1997 standard cost.

(b)	Within 30 days after receipt of such items, Purchaser shall 
deliver to Seller a detailed written statement describing its objections, if 
any, to such determination of the Current Inventory and Gross Margin. If 
Purchaser does not raise any objections within the 30-day period, the Seller's 
determination of the Current Inventory and Gross Margin shall become final and 
binding upon all parties. Upon request by Purchaser at any time after receipt 
of the Closing Income Statement and calculation of Current Inventory and Gross 
Margin, Seller shall make available to Purchaser and its accountants and other 
representatives the work papers used in preparing the Closing Income Statement 
and in determining Seller's calculation of the Current Inventory and Gross 
Margin and such other documents as Purchaser may reasonably request in 
connection with its review of the Current Inventory and Gross Margin. If 
Purchaser does raise any objections, Purchaser and Seller shall use reasonable 
efforts to resolve any such disputes. If a final resolution is not obtained 
within 30 days after Purchaser shall have submitted its objections to Seller, 
any remaining disputes shall be resolved by an accounting firm mutually 
agreeable to Purchaser and Seller. If Purchaser and Seller are unable to 
mutually agree on such an accounting firm within five (5) days after the 
expiration of said 30-day period, a "big-six" accounting firm shall be 
selected by lot after elimination of one firm designated as objectionable by 
each of Purchaser and Seller (the "Neutral Auditor"). The determination of the 
Neutral Auditor shall be set forth in writing and shall be conclusive and 
binding upon the parties, and the fees and expenses of such accounting firm 
shall be paid one-half by Purchaser and one-half by Seller.

(c)	Any increase to or reduction of the Purchase Price pursuant to 
this section 2.3 shall be paid by wire transfer in immediately available funds 
to accounts designated by the recipient or recipients thereof within five (5) 
business days after the date that the final Gross Inventory and Current 
Inventory is agreed to by the Seller and Purchaser or as determined by the 
Neutral Auditor.

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER

As an inducement to Purchaser to enter into this Agreement, Seller hereby 
represents and warrants to Purchaser as of the date hereof and as of the 
Closing Date that:

3.1	Organization and Power. Seller is a corporation duly organized, validly 
existing and in good standing under the laws of Delaware, and Seller is 
qualified to do business as a foreign corporation and is in good standing in 
the jurisdictions specified on the "Qualifications Schedule" attached hereto 
as Schedule 3.1, which are all jurisdictions in which ownership of its 
properties or the conduct of its business requires it to be so qualified, 
except where failure to be so qualified would not have a Material Adverse 
Effect (as hereinafter defined).  Seller has all requisite power and authority 
and all material licenses, permits and other authorizations necessary to own 
and operate its properties relating to the Business and to carry on its 
businesses as now conducted as it relates to the Business. The copies of the 
certificate of incorporation and by-laws of Seller which have been previously 
furnished to Purchaser reflect all amendments made thereto at any time prior 
to the date of this Agreement and are correct and complete in all material 
respects. For purposes of this Agreement, "Material Adverse Effect" shall mean 
any material and adverse effect on the financial condition, results of 
operations, assets, properties or business of the Business.

3.2	Subsidiaries. Seller owns no stock, partnership interest, joint venture 
interest or other security or interest in any other corporation, organization 
or entity related to the Business.

3.3	Authorization; No Breach. The execution, delivery and performance of 
this Agreement and the other agreements contemplated hereby and the 
transactions contemplated hereby and thereby have been duly and validly 
authorized by Seller.  No other corporate act or proceeding on the part of 
Seller, its Board of Directors or its shareholders is necessary to authorize 
the execution, delivery or performance of this Agreement, any other agreement 
contemplated hereby or the consummation of the transactions contemplated 
hereby or thereby. This Agreement has been duly executed and delivered by 
Seller, and this Agreement constitutes and the other agreements contemplated 
hereby upon execution and delivery by Seller shall each constitute, a valid 
and binding obligation of Seller, and, assuming this Agreement has been 
validly executed by the Purchaser, is enforceable in accordance with its 
terms. Except as set forth on Schedule 3.3, the execution, delivery and 
performance of this Agreement and the other agreements contemplated hereby by 
Seller and the consummation of the transactions contemplated hereby and 
thereby do not and shall not (a) conflict with or result in any breach of any 
of the provisions of, (b) constitute a default under, result in a violation 
of, or cause the acceleration of any obligation under, (c) result in the 
creation of any lien, security interest, charge or encumbrance upon any of the 
Purchased Assets under, or (d) require any authorization, consent, approval, 
exemption or other action by or notice to any court or other governmental body 
under the provisions of Seller's certificate of incorporation or by-laws or 
any indenture, mortgage, loan agreement or other material lease or agreement 
or instrument to which Seller is bound or affected or any law, statute, rule, 
regulation, judgement, order or decree to which Seller is subject or by which 
any of the Purchased Assets is bound.

3.4	Financial Statements. Seller has furnished Purchaser with a copy of its 
unaudited income statement for the year ended as of December 31, 1997 ("Latest 
Income Statement"). The Latest Income Statement has been based upon the 
information contained in Seller's books and records (which are accurate and 
complete in all material respects) and fairly presents in all material 
respects the results of operations of Seller as of the times and for the 
periods referred to therein, and such income statement has been prepared in 
accordance with generally accepted accounting principles, consistently 
applied.

3.5	Absence of Certain Developments. Except as set forth in the 
"Developments Schedule" attached hereto as Schedule 3.5, since December 31, 
1997, Seller has not, with respect to the Business:

(a)	mortgaged, pledged or subjected to any lien, charge or any other 
encumbrance, any portion of the Purchased Assets, except liens for current 
property taxes not yet due and payable;

(b)	sold, assigned or transferred, or agreed to do so, any of the 
Purchased Assets, except in the ordinary course of business or cancelled 
without fair consideration any material debts or claims owing to or held by 
it;

(c)	sold, assigned, transferred, abandoned or permitted to lapse any 
patents, trademarks, trade names, copyrights, trade secrets or other 
intangible assets, or disclosed any material proprietary confidential 
information to any person related to the Business;

(d) made or granted, or agreed to make or grant, any bonus or any wage 
or salary increase to any employee or group of employees or made or granted 
any increase in any employee benefit plan or arrangement (except in accordance 
with past custom and practice), or amended or terminated, or agreed to 
terminate or amend, any existing employee benefit plan or arrangement or 
adopted any new employee benefit plan or arrangement as it relates to the 
Business;

(e)	made, or agreed to make, any capital expenditures or commitments 
therefore that aggregate in excess of $1,000 related to the Business;

(f)	suffered any extraordinary losses or waived any rights of material 
value, whether or not in the ordinary course of business or consistent with 
past practice related to the Business;

(g)	entered into, or agreed to enter into, any other material 
transaction related to the Business, other than in the ordinary course of 
business;

(h)	make any change adverse to the Business in its selling, pricing, 
advertising or personnel practice inconsistent with its prior practice and 
prudent business practices prevailing in the industry; or

(i)	suffered any material damage, destruction or casualty loss to the 
Purchased Assets, whether or not covered by insurance.

3.6	Title and Condition of Properties.

(a)	The Seller owns no real estate other than the Terre Haute Real 
Estate related to the Business. Seller holds fee title to the Terre Haute Real 
Estate, and such title is subject only to (i) liens and encumbrances disclosed 
on the "Permitted Encumbrances Schedule" attached hereto as Schedule 3.6(a), 
(ii) liens for taxes not yet due and payable (which shall be prorated), (iii) 
installments of special assessments not yet due and payable (which shall be 
prorated) (the foregoing are collectively referred to herein as "Permitted 
Encumbrances"). At the Closing, Seller shall convey to Purchaser by special 
warranty deed title to the Terre Haute Real Estate, free and clear of all 
liens, security interests, charges and other encumbrances other than Permitted 
Encumbrances. Seller shall pay at Closing any amounts that are owed or due 
through the Closing Date with respect to any taxes, special assessments, 
rents, utilities and any other amount owed with respect to the Terre Haute 
Real Estate or any leased premises relating to periods ending on or before the 
Closing Date.

(b)	The Seller is not a party to any real property leases which are 
related to the Business.

(c)	The Terre Haute Real Estate constitutes all of the real estate 
owned, used or occupied by Seller and which is used primarily in the Business, 
and no other real estate is necessary for the conduct of the Business as 
currently conducted.

(d)	Seller owns good and marketable title, free and clear of all 
liens, charges, security interests, encumbrances, encroachments and claims of 
others, to all of the Purchased Assets, except for (i) liens of current taxes 
not yet due and payable (which shall be pro-rated), (ii) liens disclosed on 
Schedule 3.6(d) hereof, and (iii) zoning laws and other land use restrictions 
that do not materially impair the present or anticipated use or occupancy of 
the property subject thereto. At the Closing, Seller shall sell, assign, 
transfer and convey to Purchaser by customary Bill of Sale good and marketable 
title to all of the personal property included within the Purchased Assets, 
free and clear of all liens, security interests, charges, encumbrances and 
claims of others, other than liens for current taxes not yet due and payable.

(e)	Seller's buildings, machinery, equipment and other tangible assets 
related to the Business have been maintained in accordance with normal 
industry standards and are usable in the ordinary course of business. Seller 
owns or leases under valid leases all buildings, machinery, equipment and 
other tangible assets necessary for the conduct of the Business.

(f)	Except as disclosed in Schedule 3.6(f) hereto, Seller is not in 
violation of any applicable zoning, building, fire or other ordinance or other 
law, regulation or requirement relating to the operation of owned or leased 
properties, including, without limitation, applicable occupational health and 
safety laws and regulations except where such violation is not reasonably 
likely to have a Material Adverse Effect. Within the three (3) years prior to 
the date of this Agreement, Seller has received no notice of any such 
violation or any condemnation proceeding with respect to any properties owned, 
used or leased by Seller in the Business.

(g)	The Purchased Assets, together with the services and arrangements 
described on the Contracts Schedule or in the Service Agreement (as 
hereinafter defined), comprise all assets and services required for the 
continued conduct of the Business by the Purchaser as now being conducted.  
The Purchased Assets, taken as a whole, constitute all the properties and 
assets relating to or used or held for use in connection with the Business 
during the past twelve months (except Inventory sold, cash disposed of, 
accounts receivable collected, prepaid expenses realized, Contracts fully 
performed, properties or assets replaced or disposed of in each case in the 
ordinary course of business). There are no assets or properties which are 
primarily used in the operation of the Business and owned by any Person other 
than the Seller that will not be leased or licensed to the Purchaser under 
valid, current leases or license arrangements. The Purchased Assets are in all 
material respects adequate for the purposes for which such assets are 
currently used (or are held for use) and there are no facts or conditions 
affecting the Purchased Assets which are reasonably likely to, individually or 
in the aggregate, interfere in any material respect with the use, occupancy or 
operation of the Business as currently used, occupied or operated, or their 
adequacy for such use.

3.7	Inventories. Seller's inventories reflected on the Current Inventory 
Report and as of the Closing Date was and will be valued at 1997 standard cost 
in accordance with generally accepted accounting principles, and consisted and 
will consist of items which are of merchantable quality, in good, salable and 
usable condition and will not be obsolete or damaged. All such inventory was 
and will be located on the Seller's owned premises.

3.8	Tax Matters.
(a)	Seller has timely filed all federal, foreign, state and local 
information and tax returns (the "Returns") (all such Returns being accurate 
and complete in all material respects) required to be filed with respect to 
Taxes (as defined below) pertaining to the Purchased Assets or the Business. 
All such Taxes shown to be due on any such Return have been paid. Seller has 
timely paid or caused to be paid (or will pay or cause to be paid) all Taxes 
which relate to all Pre-Closing Tax Periods (as defined below), the non-
payment of which would result in an encumbrance on any Purchased Asset, would 
otherwise adversely affect the Business or would result in Purchaser or any 
equity owner of Purchaser becoming liable or responsible therefor.

(b)	Except as disclosed in Schedule 3.8, Seller has not received from 
any governmental or regulatory authority any written notice of a proposed 
adjustment, deficiency or underpayment of Taxes pertaining to the Purchased 
Assets or the Business, which notice has not been satisfied by payment or been 
withdrawn.

(c)	Except as disclosed in Schedule 3.8, Seller has not been required 
to give any currently effective waivers extending the statutory period of 
limitation applicable to such Taxes for any period or agreed to an extension 
of time with respect to any proposed adjustment, deficiency or underpayment of 
such Taxes.

(d)	Except as disclosed in Schedule 3.8, all monies required to be 
withheld from employees, independent contractors, shareholders or creditors of 
Seller for such Taxes has been withheld and paid when due to the appropriate 
governmental authority.

(e)	Tax Definitions. The following terms, as used herein, have the 
following meanings:

(i)	"Pre-Closing Tax Period" means (x) any Tax period ending on 
or before the Closing Date and (y) with respect to a Tax period that 
commences before but ends after the Closing Date, the portion of such 
period up to and including the Closing Date.

(ii)	"Tax" means any net income, alternative or add-on minimum 
tax, gross income, gross receipts, sales, use, ad valorem, franchise, 
capital, paid-up capital, profits, greenmail, license, withholding (on 
amounts paid by or to the relevant Person), payroll, employment, excise, 
severance, stamp, occupation, premium, property, environmental or 
windfall profit tax, custom, duty or other tax, governmental fee or 
other like assessment or charge or any kind whatsoever, imposed by any 
governmental authority (domestic or foreign) responsible for the 
imposition of any such tax.

3.9	Contracts and Commitments.

(a)	Except as set forth in Section 3.15 or in the "Contracts Schedule" 
attached hereto as Schedule 3.9(a), Seller is not a party to any of the 
following with respect to the Business:

(i) bonus, pension, profit sharing, retirement or deferred 
compensation plan or stock purchase, stock option, hospitalization 
insurance or similar plan or practice, whether formal or informal, or 
severance agreements or arrangements;

(ii)	contract with any labor union or contract for the employment 
of any officer, individual employee or other person on a full-time, 
part-time or consulting basis;

(iii)	agreement or indenture relating to the borrowing of money or 
to mortgaging, pledging or otherwise placing a lien on any of the 
Purchased Assets;

(iv)	guarantee of any obligation for borrowed money or otherwise, 
other than endorsements made for collection in the ordinary course of 
business;

(v)	agreement or commitment with respect to the lending or 
investing of funds to or in other persons or entities;

(vi)	license or royalty agreement related to the Business;

(vii)	lease or agreement related to the Business under which it is 
lessee of or holds or operates any personal property owned by any other 
party;

(viii) lease or agreement related to the Business under which it 
is lessor of or permits any third party to hold or operate any property, 
real or personal, owned or controlled by it;

(ix)	contract or group of related contracts related to the 
Business with the same party for the purchase or sale of products or 
services other than the Customer Contracts (as defined in Section 3.9(d) 
hereof);

(x)	other contract related to the Business with any party 
continuing over a period of more than six months from the date or dates 
thereof, not terminable by it on thirty (30) days' or less notice 
without penalties;

(xi)	contract which prohibits it from freely engaging in business 
anywhere in the world; or

(xii)	contract relating to the distribution of its products as it 
relates to the Business.

(b)	Except as specifically disclosed in the Contracts Schedule, (i) no 
contract or commitment related to the Business has been breached in any 
respect that is material to the Business or cancelled by the other party, (ii) 
since June 30, 1996, no material supplier of the Business has notified Seller 
that it shall stop or decrease in any material respect the rate of business 
done with Seller, (iii) Seller has in all material respects performed all the 
obligations required to be performed by it to the date of this Agreement and 
is not in receipt of any claim of default under any material lease, contract, 
commitment or other agreement related to the Business to which it is a party; 
and (iv) no event has occurred which with the passage of time or the giving of 
notice or both would result in a breach or default under any material lease, 
contract, instrument or other agreement related to the Business to which 
Seller is a party and which is related to the Business.

(c)	Purchaser has been supplied with a true and correct copy of all 
written contracts which are referred to on the Contract Schedule, together 
with all amendments, waivers or other changes thereto.

(d)	Except as set forth on Schedule 3.9(d) hereto, Seller has no 
knowledge of any (i) pending or threatened termination, cancellation, 
limitation, modification or change in Seller's business relationship with any 
customer or group of customers related to the Business or (ii) changes or 
pending changes in any law, rule, regulation, technology, or business 
relationship or other circumstance that is reasonably likely to result in the 
loss of any customers related to the Business after the date hereof except as 
would not result in a Material Adverse Effect. Each contract, agreement or 
lease with customers of Seller relating to the Business ("Customer Contracts") 
are in one of the forms attached to the "Customer Contract Schedule" attached 
hereto as Schedule 3.9(d) (provided, however, each form of purchase order is 
not attached hereto), except for completion of blanks and have not been 
modified with respect to the limitations on liability or service charge 
increase provisions, whether in writing, orally, by course of dealings or 
otherwise, and Seller is not providing or obligated to provide goods or 
services to others except pursuant to a written contract in such form in each 
case. Except as indicated on the Customer Contract Schedule, (A) each of the 
Customer Contracts is valid, enforceable and in full force and effect in 
accordance with the terms thereof, (B) there is no existing default or event 
or condition which, with notice or lapse of time or both, would constitute an 
event of default under any Customer Contract, (C) no Customer Contract has 
been amended, modified, supplemented or otherwise altered orally, in writing 
or by course of conduct other than in the ordinary course of business, (D) no 
Customer Contract requires the consent of the Customer or any other party to 
affect a valid assignment thereof to Purchaser without causing a default or 
giving rise to a right of termination thereunder and (E) each Customer 
Contract complies with all applicable laws, rules and regulations, except 
where failure to comply is not reasonably likely to have a Material Adverse 
Effect.

3.10	Proprietary Rights. Set forth on the "Proprietary Rights Schedule" 
attached hereto as Schedule 3.10 is a list and summary description of all 
patents, patent applications, trademarks, service marks, trade names, 
corporate names and copyrights owned by Seller which is primarily related to 
the Business or used by Seller primarily in the conduct of the Business. 
Seller owns and possesses all right, title and interest in and to the 
proprietary rights necessary to conduct the Business as currently conducted. 
Seller has taken all necessary action to protect the proprietary rights 
necessary to conduct the Business as currently conducted. The proprietary 
rights listed on Schedule 3.10 and included in the Purchased Assets have been 
duly registered with, filed in or issued by, as the case may be, the United 
States Patent and Trademark Office, United States Copyright Office or such 
other filing offices as necessary. Seller has not received any notices of 
infringement, misappropriation, invalidity or conflict from any third party 
with respect to such proprietary rights.

As related to the Business, to the knowledge of Seller, Seller has not
infringed, misappropriated or otherwise conflicted with any proprietary rights
of any third parties and, to the best of Seller's knowledge, Seller's
proprietary rights have not been infringed by any third parties.

3.11	Litigation; Proceedings. Except as set forth on Schedule 3.11 hereto, 
there are no actions, suits, proceedings, orders or investigations pending or, 
to the best of Seller's knowledge, threatened against Seller at law or in 
equity, or before or by any federal, state, municipal or other governmental 
department, commission, board, bureau, agency or instrumentality, domestic or 
foreign, and there is no basis known to Seller for any of the foregoing. As 
related to the Business, to the knowledge of Seller, no officer, director, 
employee or agent of Seller has been or is authorized to make or receive any 
bribe, kickback or other illegal payment at any time. Within the two (2) years 
preceding the date hereof, Seller has received no legal opinion or legal 
advice in writing to the effect that Seller is exposed from a legal standpoint 
to any liability which is reasonably likely to be material to the Business as 
previously or presently conducted.

3.12	Brokerage.  There are no claims for brokerage commissions, finders fees 
or similar compensation in connection with the transactions contemplated by 
this Agreement based on any arrangement or agreement made by or on behalf of 
Seller.

3.13	Governmental Consent, etc.

(a)	No permit, consent, approval or authorization of, or declaration 
to or filing with, any governmental or regulatory authority is required in 
connection with the execution, delivery or performance of this Agreement by 
Seller, or the consummation by Seller of any of the transactions contemplated 
hereby and thereby, except as disclosed on the "Consents Schedule" attached 
hereto as Schedule 3.13.

(b)	The Consents Schedule attached hereto as Schedule 3.13 sets forth 
all governmental approvals or consents necessary for, or otherwise material 
to, the conduct of the Business as currently conducted. All such governmental 
approvals and consents have been duly obtained and are in full force and 
effect, and Seller is in material compliance with each of such governmental 
approvals and consents held by it with respect to the Purchased Assets and the 
Business.

3.14	Employees.  To the best of Seller's knowledge, no key employee, nor 
group of Seller's employees related to the Business, has specifically 
indicated to Seller that they have any plans to terminate employment with 
Seller. Seller has complied in all material respects with all applicable laws 
relating to the employment of labor and independent contractors related to the 
Business, including provisions thereof relating to wages, hours, equal 
opportunity, immigration, collective bargaining, disabilities, family leave 
and the payment of social security and other taxes. Except as disclosed on the 
"Employees Schedule" attached hereto as Schedule 3.14, Seller has no existing 
relationships with any union or employee representative or any labor relations 
problems, and, to the knowledge of Seller, there have been no union 
organization efforts with respect to the Business within the last five (5) 
years.

3.15	Employee Benefit Plans.

(a)	The "Employee Benefits Schedule" attached hereto as Schedule 3.15 
contains a list of all employee benefit plans (as defined in Section 3(3) of 
the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"), 
and any other arrangement, program or plan providing medical, life, 
disability, severance, deferred compensation, education, dependent care, or 
other retirement or welfare benefits, maintained by Seller and/or any entity 
to which Seller is required to be aggregated pursuant to Code Section 
414(b)(c)(m) or (o)) in which any employee of the Business, or any beneficiary 
thereof, participates or to which Seller is or was obligated to contribute 
(the "benefit plans"). Seller has provided true and correct copies of the 
benefit plans to Purchaser.

(b)	All benefit plans have been administered in compliance with all 
applicable requirements of ERISA and the Code, and Seller has not incurred, 
and as of the Closing Date will not incur, any liability with respect to any 
benefit plan which creates a lien upon, or can be collected from, the 
Purchased Assets, nor which may impose, directly or indirectly, any obligation 
or liability on Purchaser, as a successor employer or otherwise, including 
without limitation any liabilities with respect to the health care 
continuation requirements of Code Section 4980B. It is expressly understood 
and agreed that Purchaser is not assuming any of the benefit plans and that 
Seller shall retain all liabilities with respect to the benefit plans.

(c)	All rights pursuant to the pension plans of employees primarily 
related to the Business who will be terminated by Seller as of the Closing 
Date shall vest as of the Closing Date.

3.16	Insurance.  The "Insurance Schedule" attached hereto as Schedule 3.16 
lists and briefly describes each insurance policy maintained by Seller with 
respect to the Purchased Assets and such policies with respect to the 
Business.

The Seller has made available to the Purchaser complete and correct copies of 
all such policies together with all riders and amendments thereto.

3.17	Affiliated Transactions.   Except as set forth on the "Affiliated 
Transaction Schedule" attached hereto as Schedule 3.17, no officer, director, 
shareholder or Affiliate (as hereinafter defined) of Seller or any person 
related by blood or marriage to any such person or any entity in which any 
such person owns any beneficial interest is a party to any agreement, 
contract, commitment or transaction related to the Business with Seller or has 
any interest in any property used by Seller in the Business. For purposes of 
this Agreement, "Affiliate" shall mean any Person (as hereinafter defined) 
that directly, or indirectly through one or more intermediaries, controls, or 
is controlled by, or is under common control with such Person. For purposes of 
this Agreement, "Person" shall mean and include an individual, a company, a 
joint venture, a corporation, a limited liability company, a limited liability 
partnership, a trust, an unincorporated organization and a government or other 
department or agency thereof.

3.18	Compliance with Laws; Permits; Certain Operations.

(a)	Except with respect to Environmental Matters described on Schedule 
3.19 hereto, Seller and its officers, directors, agents and employees have 
complied in all material respects with all applicable laws and regulations of 
foreign, federal, state and local governments and all agencies thereof which 
affect the Business or the Purchased Assets or to which Seller may otherwise 
be subject, and no claims have been filed against Seller alleging a violation 
of any such law or regulation, except as set forth on the "Compliance 
Schedule" attached hereto as Schedule 3.18(a). In particular, but without 
limiting the generality of the foregoing, Seller has not violated, or received 
a notice or charge asserting any violation of the Immigration Reform and 
Control Act of 1986, the Occupational Safety and Health Act of 1970, the 
Americans With Disabilities Act, or any other state or federal act (including 
rules and regulations thereunder) regulating or otherwise affecting the 
employment of aliens, employee health and safety, the environment, zoning, 
building, fire or other ordinances or any other aspect of the Business except 
where such violation is not reasonably likely to have a Material Adverse 
Effect.

(b)	Seller holds all of the permits, licenses, certificates and other 
authorizations of foreign, federal, state and local governmental agencies 
required for the conduct of the Business all of which are set forth in the 
"Permits Schedule" attached hereto as Schedule 3.18(b). Seller has not 
received any notice (and Seller has no reason to believe) that revocation is 
being considered with respect to any of such licenses, permits, certificates 
or authorizations, or that Seller is in material violation of any such 
license, permit, certificate or authorization.

3.19	Environmental Matters.

(a)	As used in this Section 3.19, the following terms shall have the 
following meanings:

(i)	"Hazardous Materials "means any material or substance: (a) 
which is defined as a "hazardous substance", "pollutant" or 
"contaminant" pursuant to CERCLA, or other Environmental Laws, and 
amendments thereto and regulations promulgated thereunder; (b) 
containing gasoline, oil, diesel fuel or other petroleum products, or 
fractions thereof; (c) which is defined as a "hazardous waste" pursuant 
to RCRA and amendments thereto and regulations promulgated thereunder; 
(d) containing polychlorinated biphenyls; (e) containing asbestos; (f) 
which is radioactive; (g) which is biologically hazardous; (h) the 
presence of which requires investigation or remediation under any 
federal, state, or local statute, regulation, ordinance, policy or other 
Environmental Laws; or (i) which is defined as a "hazardous waste", 
"hazardous substance", "pollutant" or "contaminant" or other such term 
used to defined a substance having an adverse effect on the environment 
under Environmental Laws.

(ii)	"Environmental Laws" means any and all federal, state and 
local statutes, laws, regulations, ordinances or orders, as presently in 
effect, relating to public health or safety, worker health or safety, 
pollution or protection of human health or the environment, including 
natural resources, including but not limited to the Clean Air Act, 42 
U.S.C. section 7401 et seq., the Clean Water Act, 33 U.S.C. section 1251 
et seq., the Resource Conservation Recovery Act ("RCRA"), 42 U.S.C. 
section 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. 
section 2601 et seq., and the Comprehensive Environmental Response, 
Compensation and Liability Act ("CERCLA"), 42 U.S.C. section 9601 et 
seq. and any similar or implementing state or local law, which governs: 
(a) the existence, clean-up, removal and/or remedy of contamination or 
threat of contamination on or about real property; (b) the emission or 
discharge of Hazardous Materials or contaminants into the environment; 
(c) the control of Hazardous Materials or contaminants; or (d) the use, 
generation, or transport, treatment, storage, disposal, removal, 
recycling, handling, or recovery of Hazardous Materials.

(iii)	"Release" shall mean the spilling, leaking, disposing, 
discharging, migrating, emitting, depositing, ejecting, leaching, 
escaping or any other release or threatened release, however defined, 
whether intentional or unintentional, of any Hazardous Material.

(b)	Except as disclosed on the "Environmental Matters Schedule" 
attached hereto on Schedule 3.19, the Terre Haute Real Estate and all real 
estate owned, leased or operated by Seller related to the Business and 
Seller's operation of the Business at or from such real estate and its 
operation of the Purchased Assets are in compliance with all applicable 
Environmental Laws.

(c)	Seller has obtained and maintained in full force and effect, all 
environmental permits, licenses, certificates of compliance, approvals and 
other authorizations required under applicable Environmental Laws to own or 
operate the Purchased Assets and the Terre Haute Real Estate (collectively, 
the "Environmental Permits") all of which are disclosed in Schedule 3.19.  
Except as disclosed on Schedule 3.19, Seller has conducted its Business and 
operated the Purchased Assets and the Terre Haute Real Estate and all leased 
premises and any other property owned, operated, or leased by Seller related 
to the Business at any time, in compliance in all material respects with all 
terms and conditions of the Environmental Permits and the Environmental Laws. 
Seller has filed all material reports and notifications required to be filed 
under and pursuant to all applicable Environmental Laws with respect to the 
operation of the Business and the operation of the Purchased Assets and the 
Terre Haute Real Estate.

(d)	Except as set forth in the "Environmental Matters Schedule": (i) 
no Hazardous Materials have been generated, treated, contained, handled, 
located, used, manufactured, processed, buried, incinerated, deposited, 
stored, or released on, under or about the Terre Haute Real Estate or any part  
of any real property owned, leased or operated by Seller related to the 
Business in violation of any Environmental Law, and (ii) no real property 
owned, leased or operated by Seller or any of the other Purchased Assets 
contain any urea, formaldehyde, radon, polychlorinated biphenyls (PCBs) or 
pesticides at levels or amounts, or in a condition, that violate any 
Environmental Law.

(e)	Except as set forth in the "Environmental Matters Schedule", 
Seller has received no notice alleging in any manner that Seller is, or might 
be potentially, responsible for any Release of Hazardous Materials, or any 
costs arising under or in violation of Environmental Laws with respect to the 
Purchased Assets, the Terre Haute Real Estate, or any other property owned, 
operated or leased by Seller related to the Business, at any time, or the 
operation of the Business.

(f)	Except as disclosed in Schedule 3.19, neither the Terre Haute Real 
Estate nor any other property owned, operated or leased by Seller is or has 
been listed on the United States Environmental Protection Agency National 
Priorities List of Hazardous Waste Sites, or any other list, schedule, law, 
inventory or record of hazardous or solid waste sites maintained by any 
federal, state or local agency.

(g)	No condition exists at the Terre Haute Real Estate nor with 
respect to any other property which Seller owns, operates or leases related to 
the Business, and to the best of Seller's knowledge, any property related to 
the Business which Seller formerly owned, operated, or leased, or any other 
property where any wastes generated, owned, treated or transported at any time 
by Seller or on behalf of Seller may have been stored, treated, released or 
disposed, which constitutes or which with the passage of time, is reasonably 
likely to constitute a violation of or give rise to liability under any 
Environmental law.

(h)	Except as disclosed on the Environmental Matters Schedule to 
Seller's knowledge, there are no underground storage tanks, active or  
abandoned, on or under the Terre Haute Real Estate. Any such underground 
storage tanks, previously active or abandoned, have been removed together with  
any associated Hazardous Materials in compliance in all material respects with 
Environmental Laws.

(i)	Seller has disclosed and delivered to Purchaser all environmental 
reports and investigations which Seller has obtained or ordered with respect 
to the Purchased Assets, the Terre Haute Real Estate, the leased premises or 
the Business and which are in Seller's possession.

(j)	No lien has been attached or filed against Seller with respect to 
the Purchased Assets or the Terre Haute Real Estate in favor of any 
governmental or private entity for (i) any liability or imposition of costs 
under or in violation of any applicable Environmental Law; or (ii) any Release 
of Hazardous Materials.

3.20	Product and Warranty Claims; Warranties. Except as disclosed in the 
"Claims Schedule" attached hereto as Schedule 3.20(a), Seller has no knowledge 
of and has not received during the past two (2) years any claim or notice with 
respect to any occurrences arising out of the use or operation of products 
engineered, designed, manufactured, sold, installed, monitored or serviced by 
or on behalf of Seller related to the Business, which has resulted in any 
injury or death to person or damage to property, or any claim or notice that 
any such products do not conform to any agreement, representation or warranty 
made by Seller (or implied by law) with respect to such products unless such 
claim has resulted or may result in liability to the Seller which is less than 
$100.00 per claim. Seller is covered against all damages, liability and 
expenses for any claims based upon products engineered, designed, 
manufactured, sold, installed, monitored or serviced by or on behalf of Seller 
(including, but not limited to, costs of investigation and attorneys' fees and 
expenses) under policies of insurance described on the Insurance Schedule, 
except as to claims for breach of any agreement, representation or warranty 
made with respect to such products against which Seller has established good 
and sufficient reserves therefor on its books and records. Except as disclosed 
in the "Warranty Schedule" attached hereto as Schedule 3.20(b) and for 
warranties under applicable law, there are no warranties, express or implied, 
written or oral, with respect to the products of the Business.

3.21	Closing Date. All of the representations and warranties of Seller in 
this Article 3 and elsewhere in this Agreement and all information delivered 
in any schedule, attachment or exhibit hereto or in any certificate delivered 
to Purchaser are true and correct in all respects on the date of this 
Agreement and shall be true and correct in all respects on the Closing Date.

3.22	Representations and Warranties. Except as specifically set forth in 
this agreement, Seller makes no representations or warranties to Purchaser as 
to warranties of merchantability, fitness for a particular purpose or other 
implied warranties under the Uniform Commercial Code.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as of the date hereof and 
as of the Closing Date that:

4.1	Corporate Organization and Power. Purchaser is a limited liability 
company duly organized and validly existing under the laws of the State of 
Illinois with full corporate power and authority to enter into this Agreement 
and the other agreements contemplated hereby and perform its obligations 
hereunder and thereunder.

4.2	Authorization. The execution, delivery and performance by Purchaser of 
this Agreement and the other agreements contemplated hereby and the 
consummation of the transactions contemplated hereby and thereby have been 
duly and validly authorized by all requisite corporate action, and no other 
corporate proceedings on the part of Purchaser are necessary to authorize the 
execution, delivery or performance of this Agreement or the other agreements 
contemplated hereby. This Agreement constitutes and, upon execution and 
delivery by Purchaser, the other agreements contemplated hereby shall each 
constitute a valid and binding obligation of Purchaser enforceable against 
Purchaser in accordance with their respective terms.

4.3	No Violation. Purchaser is not subject to or obligated under its 
articles of organization or operating agreement, any applicable law, rule or 
regulation of any governmental authority, or any agreement or instrument, or 
any license, franchise or permit, or subject to any order, writ, injunction or 
decree which would materially, adversely affect its ability to perform this 
Agreement or the other agreements contemplated hereby.

4.4	Litigation. There are no actions, suits, proceedings, orders or 
investigations pending or, to the best of Purchaser's knowledge, threatened 
against or affecting Purchaser, at law or in equity, or before or by any 
federal, state, municipal or other governmental department, commission, board, 
bureau, agency or instrumentality, domestic or foreign, which would materially 
adversely affect Purchaser's performance under this Agreement or the 
consummation of the transactions contemplated hereby.

4.5	Brokerage. There are no brokerage commissions, finders fees or similar 
compensation in connection with the transactions contemplated by this 
Agreement based on any arrangement or agreement made by or on behalf of 
Purchaser.

4.6	Closing Date. All of the representations and warranties of Purchaser 
contained in this Article 4 and elsewhere in this Agreement and all 
information delivered in any schedule, attachment or exhibit hereto or in any 
certificate delivered to Seller are true and correct in all respects as of the 
date of this Agreement and shall be true and correct in all respects as of the 
Closing Date.

ARTICLE 5

COVENANTS PRIOR TO CLOSING

5.1	Affirmative Covenants. Prior to the Closing, Seller shall:

(a)	conduct the Business only in the usual and ordinary course of 
business in accordance with past custom and practice (including placing 
purchase orders only for reasonable quantities and at reasonable prices and 
accepting customer orders only for reasonable quantities on reasonable terms);

(b)	keep in full force and effect its corporate existence and all 
material rights, franchises and intellectual property relating to or 
pertaining to the Business;

(c)	use all reasonable efforts to retain its employees and sales 
agents and preserve its present business relationships related to the 
Business, and continue to compensate such employees and sales agents in 
accordance with past custom and practice;

(d)	maintain the Terre Haute Real Estate and the Purchased Assets in 
accordance with normal industry standards and maintain insurance reasonably 
comparable to that in effect on the date of this Agreement; in the event of 
any casualty, loss or damage to the Terre Haute Real Estate or any of the 
Purchased Assets prior to Closing, either repair or replace such assets with 
assets of comparable quality or, if Purchaser agrees, transfer to Purchaser at 
Closing the proceeds of any insurance recovery with respect thereto;

(e)	maintain its books, accounts and records in accordance with past 
custom and practice as used in the preparation of the income statement 
described in Section 3.4 hereof and file with the appropriate taxing 
authorities any and all returns required to be filed by it for the periods 
covered thereby;

(f)	permit Purchaser and its employees, agents, accounting and legal 
representatives and potential lenders and their representatives reasonable 
access to its books, records, invoices, contracts, leases, key personnel, 
independent accountants, property, facilities, equipment and other things 
reasonably related to the Business or the Purchased Assets upon reasonable 
notice, during normal business hours and without disruption to the Seller's 
business;

(g)	use all reasonable efforts to obtain all consents and approvals 
necessary or to consummate the transactions contemplated hereby and to cause 
the other conditions to Purchaser's obligation to close to be satisfied;

(h)	pay accounts payable and other obligations of the Business when 
they become due and payable in the ordinary course of business consistent with 
prior practice; and

(i)	promptly inform Purchaser in writing of any variances from the 
representations and warranties contained in Article 3 hereof.

5.2  Negative Covenants. Prior to the Closing, without the prior written 
consent of Purchaser, Seller shall not:

(a)	directly or indirectly (including through any agent, broker, 
finder or other third party), offer to sell or otherwise dispose of, negotiate 
for the sale or other disposition of, initiate or continue discussions 
concerning the sale or other disposition of the Purchased Assets (other than 
inventory in the ordinary course of business); or

(b)	take or omit to take any action, or permit its affiliates to take 
or omit to take any action, which would reasonably be anticipated to have a 
Material Adverse Effect upon the Business or the Purchased Assets.

5.3	Supplements to Disclosure Schedule. From time to time prior to Closing, 
Seller will supplement or amend the Disclosure Schedule with respect to any 
matter hereafter arising which, if existing at the date of this Agreement, 
would have been required to be set forth in the Disclosure Schedule.  Such 
supplement or amendment shall be deemed to qualify or amend any representation 
or warranty or cure any breach of any representation or warranty made in this 
Agreement.

ARTICLE 6
CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

6.1  Conditions to Purchaser's Obligation. The obligation of Purchaser to 
consummate the transactions contemplated by this Agreement is subject to the 
satisfaction of the following conditions on or before the Closing Date:

(a)	the representations and warranties set forth in Article 3 hereof 
shall be true and correct in all material respects at and as of the Closing as 
though then made and as though the Closing Date was substituted for the date 
of this Agreement throughout such representations and warranties;

(b)	Seller shall have performed in all material respects all of the 
covenants and agreements required to be performed by it under this Agreement 
prior to the Closing;

(c)	there shall have been no material adverse change in the 
operations, financial condition, operating results, assets or business of the 
Business, and there shall have been no material casualty loss or damage to the 
Terre Haute Real Estate or the Purchased Assets, taken as a whole, whether or 
not covered by insurance;

(d)	all consents by third parties that are required for the transfer 
of the Purchased Assets and the Business to Purchaser as contemplated hereby, 
that are required for the consummation of the transactions contemplated hereby 
or that are required to prevent a breach of, or a material default under or a 
termination or modification of any instrument, contract, license, lease or 
other agreement to which Seller is a party or to which any of the Purchased 
Assets is subject, and, other than Permitted Encumbrances, releases of all 
liens, charges, security interests, encumbrances and claims of others on or 
with respect to the Purchased Assets shall have been obtained on terms and 
conditions reasonably satisfactory to Purchaser;

(e)	no action or proceeding before any court or government body shall 
be pending or threatened which, in the judgment of Purchaser, made in good 
faith and upon the written advice of counsel, makes it inadvisable or 
undesirable to consummate the transactions contemplated hereby by reason of 
the probability that the action or proceeding shall result in a judgment, 
decree or order which would prevent the carrying out of this Agreement or any 
of the transactions contemplated hereby, declare unlawful the transactions 
contemplated by this Agreement, cause such transactions to be rescinded or 
affect the value or use of the Purchased Assets or Business;

(f)	Purchaser shall have received from Seller's counsel, Raymond J. 
Kulla, an opinion with respect to the matters set forth in Exhibit C attached 
hereto, addressed to Purchaser and dated the Closing Date, in form and 
substance satisfactory to Purchaser;

(g)	not less than five (5) business days prior to the Closing Date, 
Seller shall have provided Purchaser, at the expense of Seller and Purchaser 
equally, with the following:

(i)	commitments for title insurance from Commonwealth Land Title 
Insurance Company ("Title Commitments") committing to insure Purchaser's title 
in the Terre Haute Real Estate in an amount equal to the fair value thereof, 
subject only to Permitted Encumbrances, which Title Commitments shall be for 
ALTA Form Owners Policies containing the following endorsements: extended 
coverage, a 3.1 zoning, parking access, contiguity, survey and location no. 1, 
and shall be converted to title insurance policies on the Closing Date; and 

(ii)	surveys of the Terre Haute Real Estate certified to Purchaser by 
licensed surveyors as having been prepared in conformance with conforming 
ALTA/ASCM standards, disclosing the location of all improvements, easements, 
party walls, sidewalks, roadways, utility lines and access to public streets 
and roads (the "Surveys"), which Surveys shall disclose the location of the 
improvements thereon to be within the lot lines, the location of the buildings 
to be within all building and setback lines, no encroachments of buildings or 
other improvements on to or from adjoining properties or other survey defects 
other than Permitted Encumbrances.

If the Title Commitments or Surveys disclose any title encumbrances, 
defects, liens, encumbrances or matters other than Permitted Encumbrances (the 
"Unpermitted Encumbrances"), Seller shall have caused the same to be removed 
from the Title Commitments or insured over at Seller's and Purchaser's expense 
shared equally prior to the Closing (provided, however, that Seller shall have 
no obligation to cause the removal of any Unpermitted Encumbrances), with 
respect only to Unpermitted Encumbrances of a definite or ascertainable 
amount, Seller may grant Purchaser a credit against the Purchase Price payable 
at the Closing equal to the aggregate amount of such Unpermitted Encumbrances;

(h)	all proceedings to be taken by Seller in connection with the 
consummation of the Closing and the other transactions contemplated hereby and 
all certificates, opinions, instruments and other documents required to effect 
the transactions contemplated hereby requested by Purchaser shall be 
reasonably satisfactory in form and substance to Purchaser and its counsel;

(i)	Purchaser and Seller shall have entered into that certain Lease 
Agreement substantially in the form set forth in Exhibit D hereto (the "Lease 
Agreement") pursuant to which Seller shall lease approximately 30,000 square 
feet of office space and 23,000 square feet of storage space from Purchaser;

(j)	Purchaser and Seller shall have entered into that certain GHC 
Transitional Services Agreement substantially in the form set forth in Exhibit 
E hereto (the "GHC Services Agreement") and that certain Acquisition Company 
Transitional Services Agreement substantially in the form set forth in Exhibit 
F hereto (the "Acquisition Company Services Agreement");

(k)	Purchaser and The United Steelworkers of America Amalgamated Local 
7441-Unit 3 (the "Union") shall have entered into an agreement dated as of the 
Closing Date pursuant to which the Union shall adopt, and agree to the terms 
of, the existing Labor Agreement dated as of March 11, 1996 between the Union 
and the Seller;

(l)	Purchaser shall have obtained financing for the transaction in 
amounts and on terms satisfactory to Purchaser in its sole discretion;

(m)	Purchaser shall have received a check payable to Purchaser from 
Seller which shall represent an estimate of the accrued vacation for the 
Seller's employees primarily related to the Business who will be terminated as 
of the Closing Date (the "Accrued Payment"); and

(n)	Purchaser shall have received all Schedules to this Agreement 
which shall be reasonably satisfactory in form and substance to Purchaser and 
its counsel.

Any conditions specified in this Section 6.1 may be waived by Purchaser; 
provided that no such waiver shall be effective unless it is set forth in a 
writing executed by Purchaser.

ARTICLE 7

CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

7.1	The obligation of Seller to consummate the transactions contemplated by 
this Agreement are subject to the satisfaction of the following conditions on 
or before the Closing Date:

(a)	the representations and warranties set forth in Article 4 hereof 
shall be true and correct in all material respects at and as of the Closing as 
though then made and as though the Closing Date was substituted for the date 
of this Agreement throughout such representations and warranties;

(b)	Purchaser shall have performed in all material respects all the 
covenants and agreements required to be performed by it under this Agreement 
prior to the Closing;

(c)	Seller shall have received from Purchaser's counsel, Vedder, 
Price, Kaufman & Kammholz, an opinion with respect to the matters set forth in 
Exhibit G attached hereto, addressed to Seller and dated the Closing Date, in 
form and substance reasonably satisfactory to Seller;

(d)	Purchaser and Seller shall have entered into the Lease Agreement;

(e)	Purchaser and Seller shall have entered into the GHC Services 
Agreement and the Acquisition Company Services Agreement; and

(f)	all proceedings to be taken by Purchaser in connection with the 
consummation of the Closing and the other transactions contemplated hereby and 
all certificates, opinions, instruments and other documents required to effect 
the transactions contemplated hereby reasonably requested by Seller shall be 
reasonably satisfactory in form and substance to Seller and its counsel.

Any condition specified in this Section 7.1 may be waived by Seller; provided 
that no such waiver shall be effective against Seller unless it is set forth 
in a writing executed by Seller.

ARTICLE 8

CLOSING TRANSACTIONS

8.1	The Closing. Subject to the conditions contained in this Agreement, the 
closing of the transactions contemplated by this Agreement (the "Closing") 
shall take place at the offices of Vedder, Price, Kaufman & Kammholz in 
Chicago, Illinois at 10:00 a.m. local time on March 31, 1998, or at such other 
place or on such other date as may be mutually agreeable to the parties. The 
date and time of the Closing are referred to herein as the "Closing Date."

8.2	Action to Be Taken at the Closing. The sale, conveyance, assignment and 
delivery of the Purchased Assets and the payment of the Purchase Price 
pursuant to the terms of this Agreement shall take place at the Closing, and, 
simultaneously, the other transactions contemplated by this Agreement shall 
take place by the delivery of all of the closing documents set forth in 
Section 8.3.

8.3	Closing Documents.

(a)	Seller shall deliver to Purchaser at the Closing the following 
documents, duly executed by Seller where necessary to make them effective:

(i)	an officer's certificate substantially in the form set forth 
in Exhibit H attached hereto, stating that the preconditions specified 
in Section 6.1 (a) through (h), and (n), have been satisfied;

(ii)	copies of all necessary third party and governmental 
consents, approvals, releases and filings required in order to effect 
the transactions contemplated by this Agreement;

(iii)	such stamped special warranty deeds, instruments of sale, 
transfer, assignment, conveyance and delivery (including all vehicle 
titles), as are required in order to transfer to Purchaser good and 
marketable title to the Purchased Assets, free and clear of all liens, 
charges, security interests and other encumbrances, except for Permitted 
Encumbrances;

(iv)	certified copies of the resolutions duly adopted by the 
Board of Directors of Seller authorizing the execution, delivery and 
performance of this Agreement and each of the other agreements 
contemplated hereby, and the consummation of all other transactions 
contemplated by this Agreement;

(v)	all of Seller's contracts and commitments, files, books, 
records and other data relating to the Business and the Purchased 
Assets;

(vi)	copies of good standing certificates in all jurisdictions 
where the Seller is qualified to do business in which ownership of the 
Purchased Assets or the conduct of the Business requires Seller to be so 
qualified;

(vii)	a certificate of the Secretary of the Seller, certifying as 
to the correctness and completeness of the Articles of Incorporation and 
Bylaws of the Seller, and all amendments thereto;

(viii)the Lease Agreement;

(ix)	the GHC Services Agreement;

(x)	the Acquisition Company Services Agreement; and

(xi)	such other documents or instruments as Purchaser or the 
Title Insurer may reasonably request to effect the transactions 
contemplated hereby.

All of the foregoing documents in this Section 8.3(a) shall be reasonably 
satisfactory in form and substance to Purchaser and shall be dated the Closing 
Date.

(b)	Purchaser shall deliver to Seller at the Closing the following 
items, duly executed by Purchaser where necessary to make them effective:

(i)	the amount of the Purchase Price payable at Closing as 
provided in Section 2.2;

(ii)	the Promissory Note;

(iii)	an officer's certificate substantially in the form set forth 
as Exhibit I attached hereto, stating that the preconditions specified 
in Section 7.1 (a), (b), (d), (e) and (f) have been satisfied;

(iv)	copies of all necessary third party and governmental 
consents, approvals, releases and filings required in order for 
Purchaser to effect the transactions contemplated by this Agreement; and

(v)	the Lease Agreement;

(vi)	the GHC Services Agreement;

(vii)	the Acquisition Company Services Agreement; and

		(viii)	such other documents or instruments as Seller 
reasonably may request to effect the transactions contemplated hereby.

All of the foregoing documents in this Section 8.3(b) shall be reasonably 
satisfactory in form and substance to Seller and shall be dated as of the 
Closing Date.

8.4	Possession. Simultaneously with the Closing, Seller shall take such 
reasonable steps as may be requisite to put Purchaser in actual possession and 
operating control of the Business and the Purchased Assets.

8.5	Nonassignable Contracts. To the extent that the assignment hereunder by 
Seller to Purchaser of the Contracts or any other rights is not permitted or 
is not permitted without the consent of any other party to the Contract, this 
Agreement shall not be deemed to constitute an assignment of any such Contract 
if such consent is not given or if such assignment otherwise would constitute 
a breach of, or cause a loss of contractual benefits under, any such Contract, 
and Purchaser shall assume no obligations or liabilities thereunder. Seller 
shall advise Purchaser promptly in writing with respect to any Contract which 
it knows, or has reason to know that it will not receive any required consent.  
Without in any way limiting Seller's obligation to obtain all consents 
necessary for the sale, transfer, assignment and delivery of the Contracts and 
the Purchased Assets to Purchaser hereunder, if any such consent is not 
obtained or if such assignment is not permitted irrespective of consent and 
the Closing hereunder is consummated, Seller shall cooperate with Purchaser in 
any reasonable arrangement designed by Purchaser to provide Purchaser with the 
rights and benefits, subject to the obligations, under the Contract, including 
reasonable enforcement for the benefit of Purchaser of any and all rights of 
Seller against any other person arising out of breach or cancellation by such 
other person.

ARTICLE 9

INDEMNIFICATION

9.1	Indemnification by Seller. (a) Seller agrees to and shall indemnify in 
full Purchaser and its officers, directors, employees, agents, shareholders 
and partners (collectively, the "Purchaser Indemnified Parties") and defend 
and hold them harmless against any loss, liability, deficiency, damage, 
expense or cost (including reasonable legal expenses) (collectively, 
"Losses"), that Purchaser Indemnified Parties may suffer, sustain or become 
subject to, as a result of (i) any misrepresentation in any of the 
representations or breach of any of the warranties of Seller contained in this 
Agreement or in any exhibits, schedules, certificates or other agreements or 
documents delivered or to be delivered pursuant to the terms of this Agreement 
or otherwise incorporated in this Agreement (collectively, the "Related 
Documents"), (ii) any breach of, or failure to perform, any agreement or 
covenant of Seller contained in this Agreement or any of the Related 
Documents, (iii) any claims, losses, costs or expenses related to any products 
of Seller sold on or prior to the Closing Date (other than warranties, charge 
backs or customer adjustments which are Excluded Liabilities as provided for 
in Section 1.4 hereof), (iv) any Excluded Liabilities, other than any 
liabilities relating to environmental matters which shall be subject to 
Section 9.1(b) below, (v) any claims, losses, costs or related expenses 
(including the reasonable attorneys' fees) resulting from or arising from the 
rights of any creditors of Seller pursuant to any bulk sales laws which may 
apply as a result of the sale of the Purchased Assets to Purchaser, or (vi) 
any claim, liability or contingent liability arising out of the operations of 
the Seller prior to the Closing Date disclosed on any schedule hereto, 
including, but not limited to, any amounts owed with respect to litigation, 
employment disputes or severance obligations (collectively, "Purchaser 
Losses"). Notwithstanding the foregoing, the parties agree that Seller shall 
not have any liability to Purchaser as a result of the breach of any 
representation or warranty to the extent that Purchaser knew the 
representation or warranty was untrue or incorrect prior to the Closing Date.

(b)	Notwithstanding the foregoing, any indemnification by Seller with 
respect to any misrepresentation or breach of any of the warranties of Seller 
contained in Section 3.19 of this Agreement shall be enforceable only with 
respect to any loss, liability, deficiency, damage, expense or cost (including 
reasonable legal expenses) incurred by Purchaser as a result of Purchaser 
being ordered or requested, either by an agency, branch, division or 
department of the State of Indiana, the United States, or any local or 
municipal government entity, to investigate, clean-up, remove, remediate, 
reduce or secure Hazardous Substances on, under, released from, removed from 
or disposed of with respect to the Terre Haute Real Estate or pay any damages 
in connection therewith, including where such order or request arises from or 
is related to a condition or conditions on, under or in relation to the Terre 
Haute Real Estate discovered by or on behalf of Purchaser, or brought to 
Purchaser's attention, other than solely as a result of any voluntary or 
independent investigation by Purchaser where no law or regulation requires 
such investigation or no perceived threat or actual threat of imminent harm 
gave rise thereto, and which condition or conditions are required by law to be 
reported by Purchaser to any agency, branch, division or department of the 
State of Indiana, the United States, or any local or municipal government 
entity pursuant to Environmental Laws ("Government Order"), and Seller shall 
not be required to indemnify Purchaser for any expenditures for any 
remediation or clean-up or partial remediation or clean-up conducted other 
than pursuant to a Government Order, and provided further, that any such 
remediation or clean-up or partial remediation or clean-up for which Purchaser 
is entitled to be indemnified hereunder shall be conducted in a manner 
consistent with any such Governmental Order or requirement. Purchaser shall 
give Seller written notice of receipt of any Government Order, or any written 
threat or proposal to issue a Government Order as soon as practicable but in 
any event within thirty (30) days of Purchaser's receipt of such Government 
Order or threat or proposal for such Government Order. Seller's obligation to 
indemnify Purchaser under this Section 9.1 with respect to any 
misrepresentation or breach of any of the warranties of Seller contained in 
Section 3.19 of this Agreement shall terminate and be unenforceable from and 
after the fifth anniversary of the Closing.

9.2	Indemnification by Purchaser. Purchaser agrees to indemnify in full 
Seller (the "Seller Indemnified Parties") and hold it harmless against any 
Losses which the Seller Indemnified Parties may suffer, sustain or become 
subject to as a result of (i) any misrepresentation in any of the 
representations or breaches of any of the warranties of Purchaser contained in 
this Agreement or in any of the Related Documents; (ii) any breach of, or 
failure to perform, any agreement of Purchaser contained in this Agreement or 
any of the Related Documents; or (iii) the Assumed Liabilities (collectively, 
"Seller Losses"). The parties agree that Purchaser shall not have any 
liability to Seller as a result of the breach of any representation or 
warranty to the extent that Seller knew the representation or warranty was 
untrue or incorrect prior to the Closing Date.

9.3	Method of Asserting Claims. As used herein, an "Indemnified Party" shall 
refer to a "Purchaser Indemnified Party" or "Seller Indemnified Party," as 
applicable, the "Notifying Party" shall refer to the party hereto whose 
Indemnified Parties are entitled to indemnification hereunder, and the 
"Indemnifying Party" shall refer to the party hereto obligated to indemnify 
such Notifying Party's Indemnified Parties.

(a)	In the event that any of the Indemnified Parties is made a 
defendant in or party to any action or proceeding, judicial or administrative, 
instituted by any third party for the liability or the costs or expenses of 
which are Seller Losses or Purchaser Losses, as the case may be (any such 
third party action or proceeding being referred to as a "Claim"), the 
Notifying Party shall give the Indemnifying Party prompt notice thereof. The 
failure to give such notice shall not affect any Indemnified Party's ability 
to seek reimbursement unless such failure has materially and adversely 
affected the Indemnifying Party's ability to defend successfully a Claim. The 
Indemnifying Party shall be entitled to contest and defend such Claim; 
provided, that the Indemnifying Party (i) has a reasonable basis for 
concluding that such defense may be successful and (ii) diligently contests 
and defends such Claim. Notice of the intention so to contest and defend shall 
be given by the Indemnifying Party to the Notifying Party within twenty (20) 
business days after the Notifying Party's notice of such Claim (but, in all 
events, at least five (5) business days prior to the date that an answer to 
such Claim is due to be filed). Such contest and defense shall be conducted by 
reputable attorneys employed by the Indemnifying Party. The Notifying Party 
shall be entitled at any time, at its own cost and expense (which expense 
shall not constitute a Loss unless the Notifying Party reasonably determines 
that the Indemnifying Party is not adequately representing or, because of a 
conflict of interest, may not adequately represent, any interests of the 
Indemnified Parties), to participate in such contest and defense and to be 
represented by attorneys of its or their own choosing. If the Notifying Party 
elects to participate in such defense, the Notifying Party shall cooperate 
with the Indemnifying Party in the conduct of such defense. Neither the 
Notifying Party nor the Indemnifying Party may concede, settle or compromise 
any Claim without the consent of the other party, which consent shall not be 
unreasonably withheld or delayed. Notwithstanding the foregoing, in the event 
the Indemnifying Party fails or is not entitled to contest and defend a claim, 
the Notifying Party shall be entitled to contest, defend and settle such 
Claim.

(b)	In the event any Indemnified Party should have a claim against any 
Indemnifying Party that does not involve a Claim, the Notifying Party shall 
deliver a notice of such claim with reasonable promptness to the Indemnifying 
Party. If the Indemnifying Party notifies the Notifying Party that it does not 
dispute the claim described in such notice or fails to notify the Notifying 
Party within thirty (30) days after delivery of such notice by the Notifying 
Party whether the Indemnifying Party disputes the claim described in such 
notice, the Loss in the amount specified in the Notifying Party's notice shall 
be conclusively deemed a liability of the Indemnifying Party and the 
Indemnifying Party shall pay the amount of such Loss to the Indemnified Party 
on demand. If the Indemnifying Party has timely disputed its liability with 
respect to such claim, a representative of each of the Indemnifying Party and 
the Notifying Party (or their respective designees) shall proceed in good 
faith to negotiate a resolution of such dispute, and if not resolved through 
the negotiations of such presidents or designees within sixty (60) days after 
the delivery of the Notifying Party's notice of such claim, such dispute 
(except for any such dispute which gives rise or could give rise to equitable 
relief under this Agreement) shall be resolved fully and finally in Chicago, 
Illinois by an arbitrator selected pursuant to, and an arbitration governed 
by, the Commercial Arbitration Rules of the American Arbitration Association. 
The arbitrator shall resolve the dispute within thirty (30) days after 
selection and judgment upon the award rendered by such arbitrator may be 
entered in any court of competent jurisdiction.

9.4	Limitation on Indemnities. Any provision of this Agreement to the 
contrary notwithstanding, no Claim for indemnification by any Party against 
another Party shall be valid and assertible unless and until the aggregate 
amount of all Claims exceeds Thirty Thousand Dollars ($30,000) (the "Basket 
Amount"), and then only for the amount by which such claims for indemnity or 
damages exceed the Basket Amount; provided, however, that any provision of 
this Agreement to the contrary notwithstanding, the dollar limitations set 
forth in this Section 9.4 shall not apply to any Claim relating to Seller's 
obligations with respect to Taxes or with respect to any Purchase Price 
Adjustment provided for in Section 2.2 hereof. The obligations of Seller to 
indemnify Purchaser under this Agreement shall not exceed $6,200,000.

9.5	Adjustment for Insurance and Taxes. The amount which an Indemnifying 
Party is required to pay to, for or on behalf of any Indemnified Party 
pursuant to this Article 9 shall be adjusted (a) by any insurance proceeds 
actually recovered by or on behalf of such Indemnified Party reduction of the 
related Losses and (b) to take account of any tax benefit realized as a result 
of any Losses. Amounts required to be paid, as so reduced, are hereinafter 
sometimes called an "Indemnity Payment". If an Indemnified Party shall have 
received or shall have had paid on its behalf an Indemnity Payment in respect 
of any Losses and shall subsequently receive insurance proceeds in respect of 
such Losses, or realize any tax benefit as a result of such Losses, then the 
Indemnified Party shall pay to the Indemnifying Party the amount of such 
insurance proceeds or tax benefit or, if lesser, the amount of the Indemnity 
Payment.

9.6	Seller's Agreement to Close Frit Lagoon under RCRA. In addition to and 
without limiting its obligations under Section 9.3 of this Agreement, Seller 
agrees at its sole cost and expense to undertake any and all closure 
activities required by IDEM, EPA, or any other governmental agency or body 
with jurisdiction sufficient or required to obtain a closure letter or 
certificate, no further action letter, or equivalent indication that the 
relevant government authority presently intends not to require further 
remedial activity, with respect to RCRA closure of the frit lagoon and 
associated groundwater or other associated contamination described in part on 
page 12 of the Keramida Report as set forth on the Environmental Matters 
Schedule. Purchaser agrees to provide Seller and its contractors and 
consultants reasonable access to the Terre Haute Real Estate for the purpose 
of Seller conducting its activities under this Section 9.6. Seller agrees to 
conduct its activities under this Section 9.6 in a manner that (a) minimizes 
interference with Purchaser's use and operation of the Purchased Assets and 
(b) complies with applicable Environmental Laws; Seller otherwise shall 
conduct its activities under this Section under Seller's sole direction and 
control.

9.7	Seller's Responsibility for Asbestos. In addition to and without 
limiting its obligations under Section 9.3 of this Agreement, Seller agrees at 
its sole cost and expense to maintain the existing asbestos remediation 
program (the "Asbestos Program") which shall include removal, replacement and 
repair of existing asbestos located on the Terre Haute Real Estate. The 
parties agree that the Seller's financial responsibility for the Asbestos 
Program shall not exceed $5,000 per year for a period of four (4) years 
beginning as of the Closing Date.

ARTICLE 10

TERMINATION

10.1	Termination. This Agreement may be terminated at any time prior to the 
Closing:

(a)	by mutual written consent of Purchaser and Seller;

(b)	by either Purchaser or Seller if there has been a material 
misrepresentation or breach of warranty or breach of covenant on the part of 
the other party in the representations and warranties or covenants set forth 
in this Agreement and any such misrepresentation or breach, if capable of 
cure, is not cured within fifteen (15) days after written notice thereof to 
such other party, or if events have occurred which have made it impossible to 
satisfy a condition precedent to the terminating party's obligations to 
consummate the transactions contemplated hereby (other than as a result of any 
willful act or omission by the terminating party);

(c)	by either Purchaser or Seller if the transactions contemplated 
hereby have not been consummated by April 15, 1998; provided, that neither 
Purchaser nor Seller shall be entitled to terminate this Agreement pursuant to 
this subsection (c) if such party's willful breach of this Agreement, 
respectively, has prevented the consummation of the transactions contemplated 
hereby; or

(d)	by either Purchaser or Seller in the event that any final court 
order or decree enjoins the consummation of the transaction contemplated 
hereunder.

10.2	Effect of Termination. In the event of termination of this Agreement as 
provided above, this Agreement shall forthwith become void, and there shall be 
no liability on the part of Seller or Purchaser, except for willful breaches 
of this Agreement prior to the time of such termination and except for the 
provisions of Section 11.7.

10.3	Effect of Closing. Seller and Purchaser shall be deemed to have waived 
their respective rights to terminate this Agreement upon the completion of the 
Closing. No such waiver shall constitute a waiver of any other rights arising 
from the non-fulfillment of any condition precedent set forth in Article 6 or 
7 unless such waiver is made in writing.

ARTICLE 11

ADDITIONAL AGREEMENTS

11.1	Survival. The representations, warranties, covenants and agreements set 
forth in this Agreement or in any writing delivered to Purchaser or Seller in 
connection with this Agreement shall survive the Closing Date and the 
consummation of the transactions contemplated hereby for a period of three (3) 
years and shall not be affected by any examination made for or on behalf of 
Purchaser or Seller, the knowledge of any of Purchaser's or Seller's officers, 
directors, shareholders, employees or agents, or the acceptance by Purchaser 
or Seller of any certificate or opinion; provided, however, that the 
representations, warranties, covenants and agreements made with respect to 
Sections 3.6, 3.8 and 3.15 hereof shall survive until the applicable statute 
of limitations has expired and the representations, warranties, covenants and 
agreements made with respect to Section 3.19 hereof shall survive for a period 
of five (5) years from the date hereof.

11.2	Mutual Assistance. Subsequent to the Closing, Seller on the one hand and 
Purchaser on the other, at their own cost, shall assist each other (including 
making records available) in the preparation of their respective tax returns 
and the filing and execution of tax elections, if required, as well as any 
audits or litigation that may ensue as a result of the filing thereof, to the 
extent that such assistance is reasonably requested.

11.3	Press Release and Announcements. No press release related to this 
Agreement or the transactions contemplated hereby, or other announcements to 
the employees, customers or suppliers of Seller, shall be issued without the 
joint approval of Purchaser and Seller. No other public announcement related 
to this Agreement or the transactions contemplated hereby shall be made by 
either party, except as required by law, in which event the parties shall 
consult as to the form and substance of any such announcement required by law.

11.4	Expenses. Each party shall pay all of its expenses in connection with 
the negotiation of this Agreement, the performance of its obligations 
hereunder and the consummation of the transactions contemplated by this 
Agreement. Seller shall pay the cost of recording all documents necessary to 
place record title to the Purchased Assets in the condition warranted by or 
required of Seller by this Agreement.

11.5	Further Transfers. After the Closing, Seller shall, and shall cause its 
affiliates to, execute and deliver such further instruments of conveyance and 
transfer and take such additional action as Purchaser may reasonably request 
to effect, consummate, confirm or evidence the transfer to Purchaser of the 
Purchased Assets. Seller shall execute such documents as may be necessary to 
assist Purchaser (or its designees) in preserving or perfecting its rights in 
the Purchased Assets.

11.6	Transition Assistance. From the date hereof and until five (5) years 
after the Closing, Seller shall not in any manner take any action which is 
designed, intended or might be reasonably anticipated to have the effect of 
discouraging customers, suppliers, lessors, employees, sales agents and other 
business associates from maintaining the same business relationships with 
Purchaser after the date of this Agreement as were maintained with Seller 
prior to the date of this Agreement.

11.7	Confidentiality. If the transactions contemplated by this Agreement are 
not consummated, Purchaser shall maintain the confidentiality of all non-
public information and materials received by it, and Purchaser shall return to 
Seller or destroy any materials (and copies thereof) obtained from Seller in 
connection with the transactions contemplated hereby. Whether or not the 
transactions contemplated hereby are consummated, Seller shall maintain the 
confidentiality of all information and materials regarding Purchaser and its 
affiliates, reasonably designated as confidential by Purchaser. If the 
transactions contemplated by this Agreement are consummated, Seller shall 
maintain the confidentiality of all proprietary and other non-public 
information regarding the Business and the Purchased Assets and shall turn 
over to Purchaser all such materials in their possession.

11.8	Non-Compete; Non-Solicitation.

(a) Although it is understood among the parties that Seller desires to 
no longer engage in business operations similar to that of the Business, as an 
additional inducement to Purchaser to enter into and to perform its 
obligations under this Agreement, Seller and each officer and director of the 
Seller agrees that, for a period of five (5) years after the Closing Date (the 
"Non-Competition Period"), Seller shall not in the United States or in any 
foreign country in which Seller currently does business, directly or 
indirectly, either for itself or any other person or entity, own, manage, 
control, participate in, permit its name to be used by, consult with, render 
services for or otherwise assist in any manner any entity that owns, manages, 
controls or engages in the business of manufacturing, selling or distributing 
porcelain on steel products or products that perform a similar function at 
similar price points to products of the Business; provided, however, Seller 
may (i) manufacture, sell or distribute porcelain on steel tea kettles; (ii) 
sell porcelain on steel products or products that perform a similar function 
at similar price points to products of the Business through the Seller's own 
retail stores located at outlet malls throughout the United States; or (iii) 
inventory not purchased by Purchaser.

(b)	Seller agrees that for a period of two (2) years after the 
Closing, it shall not directly or indirectly offer employment to or hire any 
current or future employee or sales agent of the Business without the prior 
written consent of Purchaser.

(c)	Purchaser agrees that for a period of two (2) years after the 
Closing, it shall not directly or indirectly offer employment to or hire any 
current employee or sales agent of the Seller, who does not work in or provide 
services for or related to the Business without the prior written consent of 
Seller.

(d)	If, at the time of enforcement of this Section 11.8, a court shall 
hold that the duration, scope or area restrictions stated herein are 
unreasonable under circumstances then existing, the parties agree that the 
maximum duration, scope or area reasonable under such circumstances shall be 
substituted for the stated duration, scope or area.

(e)	Seller recognizes and affirms that in the event of breach of it of 
any of the provisions of this Section 11.8 money damages would be inadequate 
and neither Purchaser nor Seller would have any adequate remedy at law. 
Accordingly, Seller and Purchaser agree that the other party shall have the 
right, in addition to any other rights and remedies existing in its favor, to 
enforce its rights and the obligations under this Section 11.8 by an action or 
actions for specific performance, injunction and/or other equitable relief 
without posting any bond or security to enforce or prevent any violations, 
whether anticipatory, continuing or future, of the provisions of this Section 
11.8, including, without limitation, the extension of the Non-Competition 
Period by a period equal to (i) the length of the violation of this Section 
11.8 plus (ii) the length of any court proceedings necessary to stop such 
violation. In the event of a breach or violation by Seller of any of the 
provisions of this Section 11.8, the running of the Non-Competition Period, 
but not of Seller's obligations under this Section 11.8, shall be tolled 
during the period during which the occurrence of any such breach or violation 
is investigated and during the continuance of any such breach or violation.

11.9	Specific Performance. Seller acknowledges that the Business and the 
Purchased Assets are unique and recognizes and affirms that in the event of a 
breach of this Agreement by Seller, money damages would be inadequate and 
Purchaser would have no adequate remedy at law. Accordingly, Seller agrees 
that Purchaser shall have the right, in addition to any other rights and 
remedies existing in its favor, to enforce its rights and Seller's obligations 
hereunder by an action or actions for specific performance, injunction and/or 
other equitable relief, without posting any bond or security.

11.10	Remittances. All remittances, mail and other communications relating to 
the Purchased Assets or the Business received by Seller or the officers and 
directors of the Seller, at any time after the Closing Date shall be 
immediately turned over to Purchaser by such parties. Seller shall cooperate 
with Purchaser, and take such actions as Purchaser reasonably requests, to 
assure that customers of the Business send their remittances directly to 
Purchaser, and to assure that remittances from customers of the Business which 
are improperly sent to Seller are not commingled with Seller's assets and are 
turned over to Purchaser.

11.11	Reasonable Efforts To Consummate Closing Transactions. On the terms and 
subject to the conditions contained in this Agreement, Seller and Purchaser 
each agrees to use all reasonable efforts to take, or to cause to be taken, 
all reasonable actions, and to do, or to cause to be done, all reasonable 
things, necessary, proper or advisable under applicable laws and regulations 
to consummate, as soon as reasonably practicable, the Closing, including the 
satisfaction of all conditions thereto set forth herein.

11.12	Employees and Agents of Seller. Purchaser is under no legal obligation 
to employ any personnel presently employed by Seller. Prior to the Closing 
Date, Purchaser may, but shall not be required to, offer employment to such 
persons currently employed by Seller as Purchaser in its sole discretion shall 
determine. Purchaser shall have the absolute right to establish all terms and 
conditions of employment, including wages, benefits and benefit plans, for any 
employees of Seller to whom it chooses to make an offer of employment to be 
employed by Purchaser. Except for as described on Schedule 11.12 hereto, it is 
expressly agreed that Purchaser is not bound to assume, implement or continue 
any wages, terms and conditions of employment, benefits or benefit plans which 
may currently exist for Seller's employees. All such offers of employment 
shall be on the terms and conditions established by Purchaser and shall be 
contingent upon employment commencing with Purchaser only following the 
Closing Date.  Seller agrees not to discourage any individuals who are offered 
employment or an agency relationship with Purchaser from accepting such 
employment or agency relationship with Purchaser.

11.13	Transition Period License. To the extent any of Seller's trade names 
(not transferred to Purchaser pursuant to this Agreement) appear on any 
document, product or other materials used in the operation of the Business, 
including, without limitation, inventories, sales material, invoices and 
letterhead in existence on the Closing Date, Seller hereby grants to Purchaser 
royalty-free licenses to use such trade names on such documents, products or 
other materials for a reasonable term to allow an orderly transition of 
registered products and customers, not to exceed twelve (12) months.

11.14	Access to Records. Subsequent to Closing, Seller shall maintain in its 
possession and in tact all records not delivered to Purchaser pursuant hereto 
and relating to the Business at or prior to the Closing for a period of five 
(5) years. After the Closing and during such five (5) year period, Purchaser 
shall have reasonable access during normal business hours to all such records 
as Purchaser sees fit. Seller may, at its option, during such five (5) period, 
deliver any such records to Purchaser.

ARTICLE 12

MISCELLANEOUS

12.1	Amendment and Waiver. This Agreement may be amended, and any provision 
of this Agreement may be waived; provided that any such amendment or waiver 
shall be binding on Seller only if such amendment or waiver is set forth in a 
writing executed by Seller and that any such amendment or waiver shall be 
binding upon Purchaser only if such amendment or waiver is set forth in a 
writing executed by Purchaser. No course of dealing between or among any 
persons having any interest in this Agreement shall be deemed effective to 
modify, amend or discharge any part of this Agreement or any rights or 
obligations of any person under or by reason of this Agreement.

12.2	Notices. All notices, demands and other communications to be given or 
delivered under or by reason of the provisions of this Agreement shall be in 
writing and shall be deemed to have been given when personally delivered, 
mailed by first class mail, return receipt requested or delivered by a 
nationally recognized courier service. Notices, demands and communications to 
Seller or Purchaser shall, unless another address is specified in writing in 
accordance herewith, be sent to the address indicated below:

Notices to Seller

General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana  47804
Attention:  Paul Saxton
Chairman and CEO
Phone:	(812) 232-1000
Fax:		(812) 232-7016

with a copy to:

General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana  47804
Attention:  Raymond J. Kulla
General Counsel
Phone:	(812) 232-1000
Fax:		(812) 232-7016

Notices to Purchaser

D.R. Ryan, Jr.
21435 Prestwick
Barrington, Illinois  60010
Phone:	(847) 304-1335
Fax:		(847) 304-1337

with a copy to:

Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois   60601
Attention:  Lane R. Moyer, Esq.
Phone:	(312) 609-7586
Fax:		(312) 609-5005

12.3	Assignment. This Agreement and all of the provisions hereof shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective heirs, legatees, personal representatives, successors and permitted 
assigns (including all successors and assignees in the event of Seller's 
liquidation) as the case may be, but neither this Agreement nor any of the 
rights, interests or obligations hereunder of Seller shall be assignable by 
Seller without the prior written consent of Purchaser. Purchaser may assign 
this Agreement without restriction to any of its affiliates, existing as of 
the date hereof or in the future.

12.4	Severability. Whenever possible, each provision of this Agreement shall 
be interpreted in such manner as to be effective and valid under applicable 
law, but if any provision of this Agreement is held to be prohibited by or 
invalid under applicable law, such provision shall be ineffective only to the 
extent of such prohibition or invalidity, without invalidating the remainder 
of such provisions or the remaining provisions of this Agreement.

12.5	No Third Party Beneficiaries. Nothing in this Agreement, whether express 
or implied, is intended to confer any rights or remedies under or by reason of 
this Agreement on any other persons other than the parties hereto and their 
respective successors, permitted assigns, heirs, legatees and personal 
representatives, as the case may be, nor is anything in this Agreement 
intended to relieve or discharge the obligation or liability of any third 
persons to any party, nor shall any provision give any third parties any right 
of subrogation or action over or against any party. This Agreement is not 
intended to and does not create any third party beneficiary rights whatsoever.

12.6	No Strict Construction. The language used in this Agreement shall be 
deemed to be the language chosen by the parties hereto to express their mutual 
intent, and no rule of strict construction shall be applied against any 
person.

12.7	Captions. The captions used in this Agreement are for convenience of 
reference only and do not constitute a part of this Agreement and shall not be 
deemed to limit, characterize or in any way affect any provision of this 
Agreement, and all provisions of this Agreement shall be enforced and 
construed as if no caption had been used in this Agreement.

12.8	Complete Agreement. This document and the documents referred to herein 
contain the complete agreement between the parties and supersede any prior 
understandings, agreements or representations by or between the parties, 
written or oral, which may have related to the subject matter hereof in any 
way.

12.9	Counterparts. This Agreement may be executed in one or more 
counterparts, all of which taken together shall constitute one and the same 
instrument.

12.10	Governing Law. The internal law, not the law of conflicts, of the State 
of Illinois shall govern all questions concerning the construction, validity 
and interpretation of this Agreement and the performance of the obligations 
imposed by this Agreement.

12.11	Remedies Cumulative. Except as set forth in Section 9.3(b), all remedies 
of the parties provided herein shall, to the extent permitted by law, be 
deemed cumulative and not exclusive of any thereof or of any other remedies 
available to the parties, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained herein, 
and every remedy given herein or by law to any party hereto may be exercised 
from time to time, and as often as shall be deemed expedient, by such party.

12.12	Best Knowledge of Seller. The term "best knowledge of Seller" means the 
actual knowledge, without independent investigation, of the directors, 
officers and salaried employees of Seller.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 
date first written above.


COLUMBIAN HOME PRODUCTS, LLC

By:	D.R. Ryan, Jr.
Its:	President

GENERAL HOUSEWARES CORP.

By:	Raymond J. Kulla
Its:	Vice President

EXHIBIT 2B
LEASE
between
COLUMBIAN HOME PRODUCTS, L.L.C.,
as Landlord
and
GENERAL HOUSEWARES CORP.,
as Tenant
1536 Beech Street
Terre Haute, Indiana
Dated as of March 31, 1998

LEASE

This Lease ("Lease") is made and entered into as of this 31st day of March, 
1998, by and between COLUMBIAN HOME PRODUCTS, L.L.C., an Illinois limited 
liability company ("Landlord", and sometimes referred to herein as 
"Columbian"), and GENERAL HOUSEWARES CORP., a Delaware corporation ("Tenant", 
and sometimes referred to herein as "General Housewares"). Landlord and Tenant 
mutually covenant and agree as follows:

W I T N E S S E T H

WHEREAS, pursuant to that certain Asset Purchase Agreement dated  March 31, 
1998 (the Asset Purchase Agreement), Landlord acquired from Tenant 
substantially all of the assets and properties of Tenant related to Tenant's 
business of manufacturing, distributing and selling Porcelain on Steel 
Cookware including, but not limited to, that certain real property more 
particularly described on Exhibit A attached hereto and made a part hereof 
(the "Premises");

WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from 
Landlord approximately 25,597 square feet of front office space and 
approximately 22,852 square feet of warehouse space in the building commonly 
known as 1536 Beech Street, Terre Haute, Indiana (the "Building"), as depicted 
on the plan attached hereto at Exhibit B and made a part hereof, together with 
all rights, privileges and appurtenances thereto (collectively, the "Demised 
Premises");

WHEREAS, as of the date hereof and in connection with this Lease, Landlord and 
Tenant have entered into that certain GHC Transitional Services Agreement (the 
"Services Agreement") pursuant to which Landlord shall pay to Tenant certain 
amounts for the performance of certain services as set forth in the Services 
Agreement, which payments shall be made to Tenant quarterly as set forth in 
the Services Agreement Payment Schedule attached hereto as Schedule I; and

WHEREAS, as of the date hereof and in connection with this Lease, Landlord has 
made that certain Promissory Note in the principal amount of $1.3 Million 
payable to the order of Tenant (the "Promissory Note"), which payments shall 
be made annually as set forth in the Note Payment Schedule attached hereto as 
Schedule II.

ARTICLE I
GRANT

1.01 Landlord, for and in consideration of the rents herein reserved and the 
covenants and agreements herein contained which are to be performed by Tenant, 
hereby leases to Tenant, and Tenant hereby leases from Landlord the Demised 
Premises.

1.02 Tenant is hereby granted (i) the exclusive right to use, during the term 
of this Lease the parking area designated on Exhibit C attached hereto (the 
"Parking Area") to provide parking for Tenant and its employees, agents, 
customers, licensees, invitees and/or guests subject to and in accordance with 
Article XVI hereof, and (ii) the non-exclusive right to use any sidewalks, 
walkways, driveways and/or private roads located on the Premises which provide 
access to the Demised Premises.

1.03 "Tenant's Proportionate Share" shall mean the Demised Premises' allocable 
share of the Taxes (as hereinafter defined) as reflected on Tenants books and 
records for 1997.

ARTICLE II
TERM

2.01 The term of the Lease shall commence on April 1, 1998 (the "Commencement 
Date") and terminate on March 31, 2005 (the "Termination Date"), unless sooner 
terminated or extended as hereinafter provided.

2.02 From and after April 1, 2003, Landlord or Tenant may contact the other 
concerning the possible extension of the term of this Lease. Nothing herein 
shall obligate Landlord or Tenant to enter into an extension of the term of 
this Lease.

2.03 So long as Tenant is not in default beyond the applicable notice and cure 
periods under the covenants and agreements of this Lease, Tenant's quiet and 
peaceable enjoyment of the Demised Premises shall not be disturbed or 
interfered with by Landlord or by any person claiming by, through or under 
Landlord.

ARTICLE III
RENT

3.01 Tenant shall pay to Landlord as base rent ("Rent") the following sums:

(a) for the period beginning on the Commencement Date and ending on March 31, 
1999, Rent shall be calculated at a rate of $5.17 per square foot for the 
front office space and $2.00 per square foot for the warehouse space for a 
total of $186,487.50, payable in quarterly installments of $15,540.63 each;

(b) for the period beginning April 1, 1999 and ending on March 31, 2005, Rent 
shall be calculated at a rate of $9.64 per square foot for the front office 
space and $2.00 per square foot for the warehouse space for a total of 
$292,464.88, payable annually;

(c) notwithstanding the foregoing, in no event shall Rent exceed (i) for the 
period beginning on the Commencement Date and ending on March 31, 1999, the 
amounts actually paid by Columbian to General Housewares pursuant to the 
Services Agreement and (ii) for the period beginning April 1, 1999 and ending 
on March 31, 2005, the amounts actually paid by Columbian to General 
Housewares pursuant to the Promissory Note. To the extent the obligations of 
Columbian under the Services Agreement or the Promissory Note are 
restructured, cancelled, modified, rejected, discharged or otherwise altered 
for any reason whatsoever including, but not limited to, a bankruptcy by 
Columbian, the obligation of General Housewares to pay Rent under this Lease 
shall be restructured, cancelled, modified, rejected, discharged or otherwise 
altered in like manner, but in no event shall such restructuring, 
cancellation, modification, rejection, discharge or alteration terminate or 
otherwise modify the terms and conditions of this Lease or otherwise affect 
any rights of General Housewares under this Lease.

3.02 The first quarterly installment, or a prorated portion thereof in the 
event the Commencement Date is not on the first day of the quarter, shall be 
paid to Landlord on the Commencement Date. Thereafter, (i) for the period 
beginning on the Commencement Date and ending on March 31, 1999, each 
quarterly installment shall be due and payable without notice or demand on the 
first day of each successive quarter and (ii) for the period beginning April 
1, 1999 and ending on March 31, 2005, each annual payment of Rent shall be due 
and payable without notice or demand on the March 31 of each successive year. 
All sums due Landlord hereunder (including Rent and additional rent as herein 
provided) shall be paid to Landlord at 1536 Beech Street, Terre Haute, 
Indiana, or at such other place as Landlord may hereafter designate in 
writing. All sums due Landlord shall be paid without deduction, set-off, 
discount or abatement, except as otherwise provided herein, in lawful money of 
the United States.

3.03 Tenant shall also pay, as additional rent, all costs, expenses and other 
payments which Tenant is required to pay in connection with the Demised 
Premises in accordance with the applicable provisions of this Lease. All  
amounts payable by Tenant as additional rent shall be payable as rent, without 
deduction or offset (except as otherwise provided herein). If Tenant fails to 
pay any amounts due according to this Section 3.03, Landlord will have all of 
the rights and remedies available to it on account of Tenant's failure to pay 
Rent pursuant to Article XIX hereof.

3.04 No security deposit shall be required of Tenant.

3.05 During the first twelve (12) months of the term of this Lease, Tenant 
shall have the right to offset against Rent payable hereunder all amounts due 
Tenant pursuant to the Services Agreement as set forth on Schedule I. From and 
after April 1, 1999, Tenant shall have the right to offset against Rent 
payable hereunder any sums due and payable to Tenant by Landlord under the 
Promissory Note.

ARTICLE IV
CONDITION OF DEMISED PREMISES;
PURPOSE AND USE

4.01 Neither promise of the Landlord to alter, remodel or improve the Demised 
Premises and/or the Building nor a representation respecting the condition of 
the Demised Premises and/or the Building has been made by or on behalf of 
Landlord to Tenant except to the extent expressly set forth herein or made a 
part hereof.

4.02 Tenant may use and occupy the Demised Premises for the conduct of its 
business as follows:

(a) the office portion of the Demised Premises for general office use and 
retail sales; and

(b) the warehouse portion of the Demised Premises for storage purposes 
including, but not limited to, the storage of inventory, office supplies, 
sales and marketing supplies, product samples and business records.

Tenant agrees not to use or permit the use of the Demised Premises, or any 
part thereof, in any manner inconsistent with the uses set forth in this 
Section 4.2 without the prior written consent of Landlord.

4.03 Tenant shall not use or occupy the Demised Premises, or permit the 
Demised Premises to be used or occupied, contrary in any material respects to 
any governmental statute, order, ordinance or regulation applicable thereto, 
or in any manner which would materially violate any certificate of occupancy 
affecting the same. Tenant shall not store, use, release, discharge, generate, 
manufacture, sell, treat, handle, transport, reuse, present, dispose of, 
expose or recycle on, in or under all or any portion of the Premises or the 
Demised Premises any hazardous substance, any highly flammable or explosive 
oils or fluids or any other item which would make void or voidable any 
insurance then in force with respect to the Premises or the Demised Premises. 
Tenant shall be responsible for the continuing compliance of the Demised 
Premises with respect to any governmental statute, order, ordinance or 
regulation applicable thereto during the term of this Lease.

4.04 Tenant shall not permit smoking within the Demised Premises.

4.05 Tenant shall not block or obstruct (i) any entrance or exit of the 
Demised Premises nor shall Tenant construct any structure which would impede 
passage through the Demised Premises or (ii) any electrical or mechanical 
equipment within the Demised Premises if blocking or obstructing such 
equipment would cause a violation of any governmental code or regulation or 
prohibit reasonable access to Landlord for servicing such equipment.

4.06 Tenant shall at all times abide by the structural floor loading limits of 
the Building which is 200 pounds per square foot.

ARTICLE V
TENANT'S PERSONAL PROPERTY

5.01 Landlord hereby acknowledges that Tenant has and shall retain title to 
all furniture, equipment, trade fixtures and all other personal property 
located on and/or placed on the Demised Premises by Tenant prior to or during 
the term of this Lease ("Tenant's Personal Property"). Tenant shall have the 
right to remove Tenant's Personal Property prior to the expiration of the term 
of this Lease or any renewal thereof, provided, however, Tenant shall repair 
any damage caused by or arising from such removal.

ARTICLE VI
TAXES

6.01 During the term of the Lease, Tenant shall pay to Landlord as additional 
rent Tenant's Proportionate Share of all real estate taxes and assessments 
(but not including (i) income or franchise taxes or any other taxes imposed 
upon or measured by Landlord's income or profits, unless the same shall be 
imposed in lieu of real estate taxes or (ii) real and personal property, taxes 
and assessments levied or assessed against or based on the value of any 
manufacturing equipment, furniture, fixtures or personal property of Landlord 
located on any portion of the Premises other than the Demised Premises), which 
are levied or assessed against the Premises (collectively, "Taxes").

6.02 Landlord shall keep or cause to be kept records of such Taxes in 
accordance with an appropriate system of accounts and accounting practices 
consistently maintained. Upon receipt of any tax bill in connection with the 
Demised Premises, Landlord shall promptly deliver to Tenant a statement or 
account setting forth the amount of Taxes due and Tenant shall pay such amount 
to Landlord within ten (10) days after Landlord delivers to Tenant such 
statement or account (the "Tax Statement") therefor.

6.03 Landlord shall keep and make available to Tenant or its representative in 
Landlord's office for a period of one (1) year after delivery of the Tax 
Statement, records in reasonable detail of Taxes for the period covered by 
such Tax Statement and shall permit Tenant's representative, at Tenant's cost 
and expense, to examine such records as may reasonably be required to verify 
such Tax Statement at reasonable times during business hours. Unless Tenant 
takes written exception to Landlord's Statement within sixty (60) days after 
Tenant's receipt of same, such Tax Statement shall be considered final and 
accepted by Tenant. In the event Tenant has overpaid its proportionate share 
of Taxes, Landlord shall credit any excess against Rent to be paid by Tenant 
in the following month or, if this Lease has expired or terminated, Landlord 
shall refund any excess to Tenant within thirty (30) days of Tenant's delivery 
of notice of such overpayment. Landlord's obligation to refund any excess 
shall survive the expiration or earlier termination of this Lease.

ARTICLE VII
UTILITIES AND SERVICES

7.01 Landlord shall cause the provider of electricity, water, sewer and any 
other utility to separately meter and bill Tenant for all such utilities used 
or consumed within the Demised Premises (the "Utilities"); any and all costs 
and expenses incurred in connection with the installation of any such meters 
in accordance with this Section 7.01 shall be shared by Landlord and Tenant 
equally. During the term of this Lease, Tenant shall pay directly to the 
applicable utility provider the cost of the Utilities separately metered and 
billed to Tenant.

7.02 Landlord shall be responsible for providing gas services to the Demised 
Premises and Tenant shall reimburse Landlord (such payment to be made as 
additional rent) any and all costs incurred by Landlord in connection with 
such gas services provided to the Demised Premises in accordance with this 
Section 7.02, such costs to be measured by a formula mutually agreed upon by 
Landlord and Tenant.

7.03 In the event any utility provider cannot separately meter and bill Tenant 
for any Utilities provided to the Demised Premises, Landlord shall install a 
sub-meter to measure such Utilities; any and all costs and expenses arising in 
connection with the installation of any such sub-meter shall be shared by 
Landlord and Tenant equally. Tenant shall pay to Landlord as additional rent 
Tenant's portion of the Utilities which are measured by any sub-meters 
installed by Landlord.

7.04 In the event any Utilities cannot be metered separately and such 
Utilities cannot be measured by a sub-meter, Tenant shall reimburse Landlord 
for the cost of any and all Utilities paid by Landlord, such cost to be 
measured by a formula mutually agreed upon by Landlord and Tenant.

7.05 Tenant shall be responsible for obtaining or providing at its sole cost 
and expense:

(a) janitor service and customary cleaning services to the Demised Premises;

(b) snow plowing services for the Parking Area and the sidewalks directly in 
front of the Demised Premises; and

(c) landscaping and mowing services for the strip of lawn area directly in 
front of the Parking Area.

Upon the request of Tenant, Landlord shall obtain or provide for Tenant the 
services set forth in this Section 7.05(b) and 7.05(c) and Tenant shall 
reimburse Landlord any and all costs and expenses incurred as a result 
thereof, such amount to be paid by Tenant as additional rent in accordance 
with Section 3.03 hereof.

7.06 Landlord shall be responsible for providing the following services to the 
Demised Premises and/or Parking Area, sidewalks, walkways, driveways and 
private roads, as applicable, located on the Premises:

(a) garbage pick-up;

(b) snow plowing, landscaping and mowing services (except as provided in 
Section 7.05 hereof); and

(c) security services for all portions of the Premises, including the Demised 
Premises.

Landlord shall provide, at its sole cost and expense, the services set forth 
in this Section 7.06(b) and 7.06(c). Tenant shall reimburse Landlord a portion 
of the cost and expense incurred by Landlord in connection with the provision 
of the services set forth in this Section 7.06(a) to the Demised Premises, 
such portion of the cost to be measured by a formula mutually agreed upon by 
Landlord and Tenant and paid by Tenant as additional rent in accordance with 
Section 3.03 hereof.

7.07 Landlord shall be responsible for providing heating, ventilation and air 
conditioning services (the "HVAC") to the Demised Premises. Tenant shall 
reimburse Landlord any and all costs incurred by Landlord for any services 
provided to the Demised Premises in accordance with this Section 7.07, such 
costs to be measured by a formula mutually agreed upon by Landlord and Tenant. 
Notwithstanding the contrary contained herein, Landlord shall use its best 
efforts to separate or cause the separation of the HVAC used or consumed in or 
with regard to the office portion and/or the warehouse portion of the Demised 
Premises such that any use of the HVAC shall be read by a separate meter or 
meters. In the event Tenant's use of the HVAC can be separately read by 
separate meter or sub-meter, Tenant shall reimburse Landlord in accordance 
with such reading. Any and all costs and expenses incurred in connection with 
the installation of a separate HVAC meter shall be shared by Landlord and 
Tenant equally.

7.08 Landlord shall keep or cause to be kept records of (i) Utilities which 
are not separately metered and billed to Tenant by the utility providers and 
(ii) the services described in Section 7.05 hereof, in accordance with an 
appropriate system of accounts and accounting practices consistently 
maintained.  Tenant shall reimburse Landlord within thirty (30) days after 
Landlord renders a statement or account therefor to Tenant. Landlord's 
records, accounts and accounting practices shall at all times be subject to 
the review and audit by Tenant or its representatives or agents. In no event 
shall Tenant be responsible for paying or reimbursing Landlord for any 
overhead, management, recordkeeping, accounting or legal fees or expenses 
incurred by Landlord in connection with the providing, billing or accounting 
of the utilities or services provided by Landlord pursuant to this Article 
VII.

ARTICLE VIII
INSURANCE

8.01 During the term of this Lease, Landlord shall procure and maintain 
insurance for the buildings, structures and improvements at any time situated 
upon the Demised Premises, the Parking Area and any sidewalks, walkways, 
driveways and/or private roads located on the Premises against loss or damage 
by fire, explosion, sprinkler leakage, windstorm, malicious mischief, 
vandalism, and all other normally insurable casualties insured by a full and 
complete extended coverage endorsement of not less than 100% of the full 
replacement value of such buildings, structures and improvements, with all 
proceeds of insurance to be payable to Landlord. During the term of this 
Lease, Landlord shall procure and maintain insurance insuring Tenant and 
Landlord from all claims, demands or actions for injury to or death of any 
person in an amount of not less than $2,000,000; for injury to or death of 
more than one person in any one accident to the limit of $2,000,000; and for 
damage to property in an amount of not less than $2,000,000 made by, or on 
behalf of, any person or persons, firm or corporation, arising from, related 
to or connected with any portion of the Premises other than the Demised 
Premises. The aforesaid insurance shall be in companies satisfactory to 
Tenant. The aforesaid insurance shall not be subject to cancellation by 
Landlord except after at least thirty (30) days' prior written notice to 
Tenant. The original insurance policies (or forms of Evidence of Insurance), 
together with satisfactory evidence of payment of the premiums thereon, shall 
upon written request be deposited with Tenant at the commencement of this 
Lease. If Landlord fails to obtain the aforesaid insurance in accordance with 
this Article VIII, Tenant may obtain such insurance for the Demised Premises 
in accordance with Article XX hereof.

8.02 During the term of this Lease, Tenant shall procure and maintain 
insurance insuring Landlord and Tenant from all claims, demands or actions for 
injury to or death of any person in an amount of not less than $2,000,000; for 
injury to or death of more than one person in any one accident to the limit of 
$2,000,000; and for damage to property in an amount of not less than 
$2,000,000 made by, or on behalf of, any person or persons, firm or 
corporation, arising from, related to or connected with the Demised Premises. 
The aforesaid insurance shall be in companies satisfactory to both Landlord 
and Tenant. The aforesaid insurance shall not be subject to cancellation by 
Tenant except after at least thirty (30) days' prior written notice to 
Landlord, and Landlord shall be named as an additional insured. The original 
insurance policies (or certificates thereof satisfactory to Landlord), 
together with satisfactory evidence of payment of the premiums thereon, shall 
upon written request be deposited with Landlord at the commencement of this 
Lease. If Tenant fails to obtain the aforesaid insurance in accordance with 
this Article VIII, Landlord may obtain such insurance for the Demised Premises 
in accordance with Article XX hereof.

8.03 Whenever any loss, cost, damage or expense resulting from fire, explosion 
or any other casualty or occurrence is incurred by either of the parties to 
this Lease in connection with the Demised Premises, and such party is then 
covered in whole or in part by insurance with respect to such loss, cost, 
damage or expense, then the party so insured hereby releases the other party 
from any liability it may have on account of such loss, cost, damage or 
expense to the extent of any amount recovered by reason of such insurance and 
waives any right of subrogation which might otherwise exist in or accrue to 
any person on account thereof; provided that such release of liability and 
waiver of the right of subrogation shall not be operative in any case where 
the effect thereof is to invalidate such insurance coverage or increase the 
cost thereof (however, in the case of increased cost the other party shall 
have the right, within thirty (30) days following written notice, to pay the 
increased cost thereupon keeping such release and waiver in full force and 
effect).

ARTICLE IX
MAINTENANCE AND REPAIR

9.01 Except as otherwise provided herein, Tenant shall keep the Demised 
Premises in the same condition and state of repair, ordinary wear and tear 
excepted, as existed at the time Tenant received possession. Tenant shall, at 
its sole cost and expense, maintain and promptly make all necessary repairs 
and replacements (other than structural or roof repairs) to the Demised 
Premises.

9.02 Landlord shall repair and maintain in good condition and, where 
appropriate, replace, at Landlord's sole cost and expense, the Parking Area, 
sidewalks, walkways, driveways and/or private roads located on the Premises, 
and all structural elements of the Demised Premises including, without 
limitation, the roof of the Building and the air conditioning units servicing 
the Demised Premises; provided, however, in the event the air conditioning 
units including, but not limited to, the compressors must be replaced, Tenant 
shall reimburse Landlord one half (1/2) of any cost or expense incurred by 
Landlord in connection therewith, unless such replacement is caused by the 
negligence of Landlord or Landlord's employee, agent or hired contractor, in 
which case Landlord shall pay the entire cost of such replacement.

9.03 The necessity for and adequacy of maintenance and repairs to any 
structures and improvements pursuant to this Article IX shall be measured by 
the standard which is appropriate for buildings, structures and improvements 
of similar construction and class.

ARTICLE X
MODIFICATIONS; SIGNS

10.01 Tenant, at its sole cost and expense, may make, without Landlord's 
consent and with no obligation to return the Demised Premises to its original 
condition, any alteration, modification or rearrangement (collectively, 
"Modifications"), to the Demised Premises, not affecting the structural
integrity of the Building or any of the major systems of the Building 
including, but not limited to, the electrical, heating, ventilating, air 
conditioning, mechanical and plumbing systems, provided such Modification is 
not in violation of any governmental building code or regulation.

10.02 Modifications affecting the structural integrity or major systems of the 
Building shall not be made by Tenant without the prior written consent of 
Landlord, which consent shall not be unreasonably withheld. If Tenant desires 
to make a structural or major systems Modification to the Demised Premises, 
notice of the type of structural or major systems Modification shall be 
delivered to Landlord at least sixty (60) days prior to the contemplated 
commencement of such action. Within forty-five (45) days of receipt by 
Landlord of the aforesaid notice from Tenant, Landlord shall by written notice 
to Tenant notify Tenant as to (i) whether Landlord consents to such structural 
or major systems Modification and (ii) if such structural or major systems 
Modification is consented to by Landlord, whether Landlord will require 
Tenant, with regard to the contemplated structural or major systems 
Modification, to return the Demised Premises to its original condition, less 
ordinary wear and tear, upon termination or expiration of the Lease. If Tenant 
receives timely notice from Landlord that the Demised Premises must be 
returned to its original condition, Tenant shall, at the termination or 
expiration of the Lease, return the Demised Premises, with regard to such 
structural or major systems Modification, to its original condition, less 
ordinary wear and tear. In any event, Tenant shall have the right to remove 
any structural or major systems Modification as it sees fit, provided Tenant 
returns the Demised Premises to its original condition.

10.03 Tenant, at its sole cost, may place signs on the Demised Premises, 
provided Tenant, at its sole cost, obtains all permits and approvals as may be 
necessary from any governmental bodies.

ARTICLE XI
TITLE; MECHANICS' LIENS

11.01 Tenant shall not permit or suffer to be filed or claimed against the 
interest of Landlord in the Demised Premises during the term of this Lease any 
lien or claim of any kind for services or materials furnished in connection 
with any Modification of the Demised Premises by Tenant, and if such lien be 
claimed or filed it shall be the duty of Tenant, within thirty (30) days after 
Tenant receives notice that a claim has been filed, or within thirty (30) days 
after Landlord has been given written notice of such claim and has transmitted 
written notice of the receipt of such claim to Tenant (whichever 30 day period 
expires earlier) to cause the Demised Premises to be released from such claim, 
either by payment or by the posting of a bond or by the payment into court of 
the amount necessary to relieve and release the Demised Premises from such 
claim or in any other manner which, as a matter of law, will result within the 
said period of thirty (30) days, in releasing Landlord and the title of 
Landlord from such claim.

ARTICLE XII
INDEMNIFICATION

12.01 Tenant agrees to protect, indemnify, defend and save Landlord and its 
beneficiaries, and their agents, servants or employees harmless from and 
against any and all liabilities, obligations, claims, damages, penalties, 
causes of action, costs and expenses (including, without limitation, 
reasonable attorneys' fees and expenses) imposed upon or incurred by or 
asserted against Landlord and its agents, servants or employees by reason of 
(a) any accident, injury to or death to persons or loss of or damage to 
property occurring on or about the Demised Premises or any part thereof or 
occurring in or about the Building and alleged to be due to any act or failure 
to act or any negligence or default under this Lease by Tenant, its 
contractors, agents or employees; (b) any failure on the part of Tenant to 
perform or comply with any of the terms of this Lease; (c) performance of any 
labor or services or the furnishing of any materials or property in respect to 
the Demised Premises or any part thereof by or at the direction of Tenant. In 
case any action, suit or proceeding is brought against Landlord by reason of 
any such occurrence, Tenant shall, at Tenant's expense, resist and defend such 
action, suit or proceeding, or cause the same to be resisted or defended by 
counsel approved by Landlord. This indemnity shall not apply to any 
liabilities, obligations, claims, damages, penalties, causes of action, costs 
and expenses resulting from the actions or omissions of Landlord, its 
employees or agents.

12.02 Landlord agrees to protect, indemnify, defend and save Tenant and its 
beneficiaries, and their agents, servants or employees harmless from and 
against any and all liabilities, obligations, claims, damages, penalties, 
causes of action, costs and expenses (including, without limitation, 
reasonable attorneys' fees and expenses) imposed upon or incurred by or 
asserted against Tenant and its agents, servants or employees by reason of (a) 
any accident, injury to or death to persons or loss of or damage to property 
occurring on or about the Demised Premises or any part thereof or occurring in 
or about the Building and alleged to be due to any act or failure to act or 
any negligence or default under this Lease by Landlord, its contractors, 
agents or employees; (b) any failure on the part of Landlord to perform or 
comply with any of the terms of this Lease; (c) performance of any labor or 
services or the furnishing of any materials or property in respect to the 
Demised Premises or any part thereof by or at the direction of Landlord. In 
case any action, suit or proceeding is brought against Tenant by reason of any 
such occurrence, Landlord shall, at Landlord's expense, resist and defend such 
action, suit or proceeding, or cause the same to be resisted or defended by 
counsel approved by Tenant. This indemnity shall not apply to any liabilities, 
obligations, claims, damages, penalties, causes of action, costs and expenses 
resulting from the actions or omissions of Tenant, its employees or agents.

ARTICLE XIII
CASUALTY

13.01 In the event the Demised Premises are made untenantable by fire, 
accident or other casualty (in any case, a "Casualty"), Landlord shall 
commence to repair, reconstruct and rehabilitate the Demised Premises and all 
buildings and improvements located thereon immediately prior to such Casualty 
within thirty (30) days from the date of such Casualty and use reasonable 
diligence to complete such repairs, reconstruction and rehabilitation.

13.02 Notwithstanding the provisions of Section 13.01 hereof, either party may 
terminate this Lease given by notice not later than thirty (30) days from the 
date of the Casualty if the Casualty affects more than fifty percent (50%) of 
the front office space of the Demised Premises and:

(a) a registered architect selected by Landlord and Tenant and licensed to do 
business in the State of Indiana should certify that such repairs and 
rehabilitations cannot be completed so as to make the Demised Premises 
tenantable within six (6) months from the date on which such repair and 
rehabilitation is commenced;

(b) if such repairs and rehabilitation can be completed within six (6) months 
as provided in (a) above and Landlord fails to use reasonable diligence to 
complete the repairs and rehabilitation of the Demised Premises and all 
buildings and improvements located thereon within the six (6) month period 
after such Casualty; or

(c) the Casualty occurs within six (6) months of the Termination Date.

13.03 If neither party elects to terminate this Lease pursuant to this Article 
XIII, Rent and all other sums payable by Tenant under this Lease shall be 
equitably reduced based on the proportion by which the square footage of the 
useable portion of the Demised Premises is reduced due to such Casualty as 
compared to the square footage of the Demised Premises prior to such Casualty, 
such rent reduction (i) to take into consideration the difference in the 
rental rate for the office portion and the warehouse portion of the Demised 
Premises and (ii) be effective as of the date of such Casualty until such time 
as the repair, reconstruction or rehabilitation of the Demised Premises is 
substantially complete.

13.04 In the event this Lease shall terminate pursuant to Sections 13.01 or 
13.02 hereof, Tenant shall have the right to collect and receive any and all 
insurance proceeds payable as a result of a Casualty under any insurance 
policy or policies procured and maintained by Tenant.

ARTICLE XIV
EMINENT DOMAIN

14.01 If all of the Demised Premises are taken by eminent domain or by 
conveyance in lieu thereof (in either case, a "Taking"), or if there is a 
Taking of more than fifty percent (50%) of the front office space of the 
Demised Premises and Tenant determines, in its sole discretion, that Tenant is
substantially unable to use the Demised Premises for its intended purposes, 
this Lease shall terminate as of the date of such Taking.

14.02 In the event of a Taking of less than fifty percent (50%) of the front 
office space of the Demised Premises, this Lease shall continue in full force 
and effect and Rent shall be equitably reduced based on the proportion by 
which the square footage of the Demised Premises is reduced as compared to the 
floor area of the Demised Premises prior to such Taking, such rent reduction 
(i) to take into consideration the difference in the rental rate for the 
office portion and the warehouse portion of the Demised Premises and (ii) be 
effective as of the date of the Taking.

14.03 Landlord reserves all rights to any and all awards and/or compensation 
for any Taking, and Tenant hereby assigns to Landlord any right Tenant may 
have to such award and/or compensation, and Tenant shall make no claim against 
Landlord or the condemning authority for such award and/or compensation, 
provided, however, Tenant shall have the right to claim and recover from the 
condemning authority for the termination of Tenant's leasehold interest, 
interference or interruption with Tenant's business, the Taking of Tenant's 
Personal Property and Tenant's moving expenses, provided any recovery by 
Tenant shall not reduce the award and/or compensation due Landlord in 
connection with such Taking.

ARTICLE XV
ASSIGNMENT AND SUBLETTING

15.01 This Lease shall not be assigned by Tenant unless Landlord shall have 
consented thereto in writing, which consent shall not be unreasonably 
withheld.

15.02 At any time and from time to time, Tenant may, without the consent of 
Landlord, sublet all or any portion of its interest in this Lease and the 
Demised Premises. In addition, notwithstanding anything to the contrary in 
Section 15.01 hereof, Tenant may, without the consent of Landlord, assign all 
of its right, title and interest in and to this Lease and the Demised Premises 
to (i) an entity which purchases all or substantially all of Tenant's assets 
used in connection with Tenant's operations at the Demised Premises or (ii) an 
entity which, directly or indirectly, controls or is under the control of 
Tenant. Any assignment of this Lease by Tenant shall not release Tenant from 
its obligations under this Lease.

ARTICLE XVI
PARKING

16.01 Tenant's right to use the Parking Area shall be subject to such 
reasonable and non-discriminatory rules and regulations as Landlord may from 
time to time impose upon all parking areas located on the Premises, provided, 
however, such rules and regulations shall not (i) impose or create any cost or 
expense for the use of the Parking Area by Tenant, (ii) reduce the number of 
allotted parking spaces in the Parking Area, or (iii) interfere with Tenant's 
intended use of the Demised Premises or Parking Area.

16.02 Landlord shall be responsible for and keep the Parking Area in the same 
condition and state of repair, ordinary wear and tear excepted, as existed at 
the Commencement Date and Landlord shall, at its sole cost and expense, 
promptly make all necessary repairs and replacements to the Parking Area. 
Landlord may, at any time, temporarily close any part of the Parking Area (i) 
to make such repairs and replacements or (ii) to do such other acts in and to 
the Parking Area as in its reasonable judgment may be necessary to improve the 
convenience of the Parking Area, provided, however, (a) Landlord shall make 
such repairs or improvements at reasonable times and upon reasonable notice 
(except in the case of an emergency when Landlord shall endeavor to give such 
notice, if any, as is possible under the circumstances), (b) Landlord shall 
use reasonable efforts to prevent any interruption of or unreasonable 
interference with Tenant's use of the Parking Area, and (c) such repairs or 
improvements shall not result in a reduction in the number of parking spaces 
allotted to Tenant in the Parking Area.

ARTICLE XVII
LANDLORD'S OBLIGATIONS

17.01 It shall be an obligation of Landlord under this Lease to make all 
payments to Tenant which are due and payable under the Services Agreement in 
accordance with Schedule I. Landlord hereby acknowledges that Landlord's 
obligation, as set forth in this Section 17.01, shall constitute an 
"obligation" within the meaning of Section 365(h)(ii) of the Bankruptcy Code.

17.02 It shall be an obligation of Landlord under this Lease to make all 
payments to Tenant which are due and payable under the Promissory Note in 
accordance with Schedule II. Landlord hereby acknowledges that Landlord's 
obligation, as set forth in this Section 17.02, shall constitute an 
"obligation" within the meaning of Section 365(h)(ii) of the Bankruptcy Code.

ARTICLE XVIII
RIGHTS RESERVED TO LANDLORD

18.01 Landlord shall have the following rights, exercisable without effecting 
eviction, constructive or actual, or giving rise to claim for setoff or 
abatement of Rent, and without liability to Tenant for damage or injury to 
property, person or business unless such damage or injury is caused by the 
negligence of Landlord or its employees or agents:

(i) To install, affix and maintain any and all signs on the Premises, 
provided, however, Landlord shall not install, affix and/or maintain any sign 
on the Demised Premises or the Parking Area without the prior written consent 
of Tenant, which consent shall not be unreasonably withheld.

(ii) To show the Demised Premises to prospective tenants during reasonable 
hours and upon oral or written prior notice to Tenant during the last twelve 
months of the term of this Lease.

(iii) To grant to anyone the exclusive right and privilege to conduct any 
business in the Building, and such exclusive right and privilege shall be 
binding upon Tenant, provided such exclusive right shall not operate to 
exclude Tenant from or otherwise interfere with or create a nuisance for 
Tenant in connection with its use of the Demised Premises.

(iv) To close the Building after regular working hours (which shall be Monday 
through Friday from 7:00 a.m. to 7:00 p.m. and Saturdays from 9:00 a.m. to 
1:00 p.m.) and on Sundays and holidays subject, however, to Tenant's right to 
admittance under such reasonable regulations as Landlord may prescribe from 
time to time on all parties using the Building, including Landlord and its 
officers, employees and agents. Notwithstanding the provisions of this Section 
18.01(iv), Tenant and its officers, employees and agents shall have twenty-
four (24) hour access to the Demised Premises.

ARTICLE XIX
DEFAULT AND REMEDIES

19.01 In case any of the following events shall happen:

(a) Tenant shall at any time fail to pay Rent or any additional rent or other 
monetary obligation under this Lease, and any such failure continues for five 
(5) days after written notice thereof to Tenant; or

(b) Tenant shall fail, whether by action or inaction, to perform or observe or 
be in default in any other of its covenants or agreements contained herein 
(besides those specified in the immediately preceding clause (a) above), and 
such failure shall continue for thirty (30) days after written notice thereof 
to Tenant specifying the default; provided, however, in the case of failure or 
default referred to in this clause (b) such that by its nature it cannot with 
due diligence and in good faith be cured within the thirty (30) days, Tenant's 
period of time to cure shall be extended for such period as shall be 
reasonably necessary to remedy the same using all due diligence and good 
faith, provided such period shall not exceed an additional thirty (30) days; 
or

(c) Tenant shall file a voluntary petition in bankruptcy or shall file any 
petition or answer seeking or acquiescing in any reorganization, arrangement, 
composition, readjustment, liquidation, dissolution or similar relief for 
itself under any present or future federal, state or other statute, law or 
regulation relating to bankruptcy, insolvency or other relief for debtors or 
Tenant is adjudicated as bankrupt or insolvent; or shall seek or consent to or 
acquiesce in the appointment of any trustee, receiver or liquidator of Tenant 
or of all or any substantial part of its property, or of any or all of the 
royalties, revenues, rents, issues or profits thereof, or shall make any 
general assignment for the benefit of creditors, or shall admit in writing its 
inability to pay its debts generally as they become due; or

(d) A court shall enter an order, judgment or decree approving a petition 
filed by third parties against Tenant seeking any reorganization, dissolution 
or similar relief under any present or future federal, state or other statute, 
law or regulation relating to bankruptcy, insolvency or other relief for 
debtors, and such order, judgment or decree shall remain unvacated and 
unstayed for an aggregate of sixty (60) days from the first date of entry 
thereof; or any trustee, receiver or liquidator of Tenant or of all or any 
substantial part of its property, or of any or all of the royalties, revenues, 
rents, issues or profits thereof shall be appointed without the consent or 
acquiescence of Tenant and such appointment shall remain unvacated and 
unstayed for an aggregate of sixty (60) days; then upon the occurrence of any 
of such events referred to in clauses (a), (b), (c), or (d) (an "Event of 
Default"), then Landlord may:

(i) terminate this Lease by giving written notice of termination to Tenant, in 
which event Tenant shall immediately surrender the Demised Premises to 
Landlord. If Tenant fails to so surrender the Demised Premises, then Landlord 
may without prejudice to any other remedy it has for possession of the Demised 
Premises or arrearages in Rent or other damages, re-enter and take possession 
of the Demised Premises and expel or remove Tenant and any other person 
occupying the Demised Premises or any part thereof, in accordance with 
applicable law; or

(ii) re-enter and take possession of the Demised Premises without terminating 
this Lease in accordance with applicable law, and relet the Demised Premises 
and apply the balance of rent and other sums received into the account of 
Tenant after payment of all reasonable expenses of Landlord including, but not 
limited to, repairs, changes, alterations, additions and the expenses of 
repossession and such reletting. In the event Landlord so re-enters and takes 
possession of the Demised Premises as set forth above, Landlord agrees to use 
reasonable efforts to relet the Demised Premises for a commercially reasonable 
rate at the time of such reletting. No reletting by Landlord is considered to 
be for Landlord's own account unless Landlord has notified Tenant in writing 
that this Lease has been terminated. In addition, no such reletting is to be 
considered an acceptance of Tenant's surrender of the Demised Premises unless 
Landlord so notifies Tenant in writing;

(iii) re-enter the Demised Premises without terminating the Lease and without 
being liable for any damages, whether caused by the negligence of Landlord or 
otherwise, and do whatever Tenant is obligated to do under the Lease. Tenant 
shall pay to Landlord, upon demand, the reasonable expenses paid by Landlord 
in satisfying Tenant's obligations under the terms of this Lease. Any sums so 
expended by Landlord shall bear interest at a rate the lower of (i) the 
highest rate then payable in the State of Indiana or (ii) 12% per annum from 
the date expended until the date Landlord is repaid; or

(iv) maintain Tenant's right to possession of the Demised Premises and enforce 
the provisions of this Lease by a suit or suits in equity or at law for the 
enforcement of any other appropriate legal or equitable remedy including, but 
not limited to, injunctive relief, and for recovery of all moneys due or to 
become due from Tenant under any of the provisions of this Lease.

19.02 Except to the extent that Landlord may have otherwise agreed in writing, 
no waiver by Landlord of any breach by Tenant of any of its obligations, 
agreements or covenants hereunder shall be deemed to be a waiver of any 
subsequent breach of the same or any other covenant, agreement or obligation; 
nor shall any forbearance by Landlord to seek a remedy for any breach by 
Tenant be deemed a waiver by Landlord of its rights or remedies with respect 
to such breach.

19.03 The rights herein given to receive, collect, sue for or distrain any 
rent or rents, moneys or payments, or to enforce the terms, provisions and 
conditions of this Lease, or to prevent the breach or nonobservance thereof, 
or the exercise of any such right or of any other right or remedy hereunder or 
otherwise granted or arising, shall not in any way affect or impair or toll 
the right or power of Landlord upon the conditions and subject to the 
provisions in this Lease expressed to terminate Tenant's right of possession 
because of the occurrence of an Event of Default.

19.04 Nothing contained in this Article XIX hereof shall limit or restrict the 
right of Tenant or its sellers, lessors, or lenders under Article V hereof to 
remove Tenant's Personal Property from the Demised Premises.

19.05 Landlord shall be deemed to be in default under this Lease if Landlord 
shall fail, whether by action or inaction, to perform or observe or be in 
default in any other of its covenants or agreements contained herein, and such 
failure shall continue for thirty (30) days after written notice thereof to 
Tenant specifying the default; provided, however, in the case of failure or 
default referred to in this Section 19.05 such that by its nature it cannot 
with due diligence and in good faith be cured within the thirty (30) days, 
Landlord's period of time to cure shall be extended for such period as shall 
be reasonably necessary to remedy the same using all due diligence and good 
faith, provided such period shall not exceed an additional thirty (30) days.

ARTICLE XX
RIGHT TO CURE

20.01 Landlord may, but shall not be obligated to, cure any Event of Default 
by Tenant specifically including, but not limited to, Tenant's failure to 
obtain insurance, make repairs, or satisfy lien claims and, whenever Landlord 
so elects, all costs and expenses paid by Landlord in curing such Event of 
Default including, but not limited to, reasonable attorneys' fees, shall be 
deemed additional Rent due on the next rent date after such payment, together 
with interest (except in the case of said attorneys' fees) at a rate the lower 
of (i) the highest rate then payable in the State of Indiana or (ii) 12% per 
annum from the date of the advance to the date of repayment by Tenant to 
Landlord.

20.02 In the event Landlord shall fail to perform any of its covenants or 
agreements contained herein and such failure shall continue for thirty (30) 
days after written notice thereof to Landlord specifying the default, Tenant 
may, but shall not be obligated to, cure any default by Landlord specifically 
including, but not limited to, Landlord's failure to obtain insurance or make 
repairs or maintain the Demised Premises, the Parking Area or the sidewalks, 
walkways, driveways and/or private roads located on the Premises and, whenever 
Tenant so elects, all costs and expenses paid by Tenant in curing such default 
including, but not limited to, reasonable attorneys' fees, shall be paid by 
Landlord to Tenant or, at Tenant's option, credited against the next 
installment of Rent payable by Tenant (except in the case of said attorneys' 
fees) at a rate the lower of (i) the highest rate then allowed in the State of 
Indiana or (ii) 12% per annum from the date of the advance to the date of 
repayment by Landlord to Tenant within thirty (30) days of the delivery of 
Tenant's notice thereof together with interest.

ARTICLE XXI
SURRENDER

21.01 Upon the termination of this Lease, whether by forfeiture, lapse of time 
or otherwise, or upon the termination of Tenant's right to possession of the 
Demised Premises, Tenant will at once surrender and deliver up the Demised 
Premises, together with all improvements and other property thereon which are 
the property of Landlord, to Landlord in good condition and repair, ordinary 
wear and tear excepted.

21.02 Upon the termination of the Lease whether by forfeiture, lapse of time 
or otherwise, or upon the termination of Tenant's right to possession of the 
Demised Premises, Tenant or Tenant's sellers, lessors or creditors may remove 
Tenant's Personal Property, provided that Tenant shall repair any injury or 
damage which may result from such removals.

21.03 Any holding over by Tenant of the Demised Premises after the expiration 
of this Lease shall not be deemed to extend the term of this Lease, but shall 
operate and be construed to be a tenancy from month to month upon the 
covenants and conditions set forth hereunder at the monthly rate of 150% of 
the Rent in effect during the last month of the term of this Lease payable in 
accordance with Article III hereof.


ARTICLE XXII
SUBORDINATION

22.01 This Lease and all rights of Tenant hereunder shall not be subject and 
subordinate to the lien or liens of any mortgage or mortgages now or at any 
time hereafter in force against the Demised Premises unless the holder of any 
such mortgage and Landlord shall execute and deliver to each other and Tenant, 
and Tenant shall execute and deliver to such holder and Landlord an instrument 
(a "Subordination and Nondisturbance Agreement") reasonably satisfactory to 
such holder and Tenant that provides in substance that, notwithstanding such 
subordination, this Lease and Tenant's rights hereunder shall not be 
terminated by reason of foreclosure of such mortgage so long as Tenant is not 
in default hereunder beyond any applicable cure period and Tenant shall, in 
the event any proceedings are brought for the foreclosure of any such mortgage 
or other financing documents made by Landlord covering the Demised Premises, 
attorn to the purchaser upon such foreclosure and recognize such purchaser as 
the Landlord under this Lease, but only upon the request of purchaser and the 
delivery by purchaser of evidence that purchaser shall not disturb Tenant's 
rights under this Lease.

ARTICLE XXIII
ESTOPPEL CERTIFICATES

23.01 Landlord and Tenant shall as of the time of possession and thereafter 
within ten (10) business days of written request by the other party execute, 
acknowledge and deliver a written statement certifying (if true) that Tenant 
has accepted the Demised Premises, that this Lease is unmodified and in full 
force and effect (or, if there have been modifications, that the same is in 
full force and effect as modified and stating the modifications), that the 
other party is not in default hereunder, the date to which Base Rent, 
additional rent and other charges have been paid in advance, if any, and such 
other accurate certifications as may reasonably be required by Landlord (or 
Landlord's mortgagee) or Tenant. It is intended that any such statement 
delivered pursuant to this Article XXIII may be relied upon by any prospective 
purchaser of the Building and Demised Premises, any mortgagee of the Building 
and Demised Premises, any assignee or sublessee of Tenant or any creditor of 
Tenant and their respective successors and assigns.

ARTICLE XXIV
PREPAYMENT

24.01 In the event (i) of the occurrence of an "Event of Default" pursuant to 
that certain Credit Agreement, dated as of March 31, 1998, between Harris 
Trust and Savings Bank, an Illinois banking corporation, and its successors or 
assigns (the "Bank") (the Credit Agreement or any loan agreement which 
replaces the Credit Agreement, collectively the "Credit Agreement"), and 
Landlord, which results in the Bank declaring the principal and interest due 
and payable under the Credit Agreement, (ii) of the exercise of any remedy by 
the Bank pursuant to Sections 9.2 or 9.3 of the Credit Agreement, (iii) the 
Bank provides notice that it will exercise any remedy pursuant to Section 9.2 
of the Credit Agreement, (iv) Landlord passes a resolution or declaration that 
it will file bankruptcy, or (v) Landlord fails to cure an "Event of Default" 
pursuant the Credit Agreement within any time period provided by the Bank, 
Tenant shall have the right to prepay to Landlord in full all Rent due under 
this Lease through the Termination Date by forgiving all amounts due under the 
Services Agreement and/or the Promissory Note. Landlord agrees to provide 
notice to Tenant promptly, but in any event within two (2) days upon Landlord 
becoming aware of any of the events referred to in (i) through (v) above.

ARTICLE XXV
MISCELLANEOUS

25.01 None of the covenants and agreements of this Lease to be kept and 
performed by either party shall in any manner be altered, waived, modified, 
changed or abandoned except by a written instrument, duly signed, acknowledged 
and delivered by the other party. No act or acts, omission or omissions or 
series of acts or omissions, or waiver, acquiescence or forgiveness by either 
party as to any default in or failure of performance, either in whole or in 
part, by Landlord or Tenant, as the case may be, or any of the covenants and 
agreements of this Lease, shall be deemed or construed to be a waiver by the 
other party of the right at all times thereafter to insist upon the prompt, 
full and complete performance by the other party of each and all the covenants 
and agreements set forth in this Lease thereafter to be performed in the same 
manner and to the same extent as the same are herein covenanted to be 
performed by Landlord and Tenant.

25.02 All notices, demands and other communications which may be or are 
required to be given by either party to the other under this Lease shall be in 
writing and shall be deemed given when delivered personally or by courier 
(both parties agree to acknowledge in writing the receipt of any notice 
delivered personally or by courier) or three (3) days after deposit in the 
United States registered or certified mail, postage prepaid, to the parties at 
the following addresses (or such other address for a party as shall be 
specified by like notice, provided that such notices of a change of address 
shall be effective only upon receipt thereof):

To Landlord:
Columbian Home Products, L.L.C.
1600 Beech Street
Terre Haute, Indiana 47804
Attention:

with a copy to:
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois 60601
Attention: Pearl A. Zager, Esq.

To Tenant:
General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana 47804
Attention: Paul Saxton

with a copy to:
General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana 47804
Attention: Raymond J. Kulla

25.03 Tenant shall permit Landlord and its authorized agents and 
representatives to enter the Demised Premises at all reasonable times and upon 
reasonable notice to Tenant for the purpose of inspecting and, upon the 
occurrence of an Event of Default and after the requisite notice, making any 
necessary repairs and performing any other work that may be necessary by 
reason of Tenant's failure to make any such repairs or perform any such work 
therein or thereon or Tenant's failure to commence the same after reasonable 
written notice from Landlord, provided Landlord shall use its best efforts to 
minimize interference with Tenant's business. Nothing shall imply any duty on 
Landlord's part to do any such work, and performance thereof by Landlord shall 
not constitute a waiver of Tenant's default in having failed to perform the 
same or an assumption of liability or obligation with respect thereto. 
Landlord shall use its best efforts to avoid any inconvenience, annoyance, 
disturbance, loss of business or other damage of Tenant by reason of making 
such repairs or the performance of any such work, or on account of bringing 
materials, tools, supplies or equipment into or through the Demised Premises 
during the course thereof.

25.04 Time is of the essence of this Lease, and all provisions herein relating 
thereto shall be strictly construed.

25.05 Landlord and Tenant hereby acknowledge that this Lease, the Services 
Agreement and the Promissory Note are integrally related, have arisen in 
connection with the Asset Purchase Agreement and would not have been entered 
into individually apart from the Asset Purchase Agreement.

25.06 Landlord and Tenant warrant and represent that there are no real estate 
brokers involved and that there are no commissions due to anyone arising out 
of this transaction. Landlord and Tenant agree to indemnify and hold each 
other harmless from any and all claims of any other brokers claiming through 
the indemnifying party in connection with this Lease.

25.07 The captions of this Lease are for convenience only and are not to be 
construed as part of this Lease or as defining or limiting in any way the 
scope or intent of the provisions hereof.

25.08 If any term or provision of this Lease shall to any extent be held 
invalid or unenforceable, the remaining terms and provisions of this Lease 
shall not be affected thereby, but each term and provision of this Lease shall 
be valid and be enforced to the fullest extent permitted by law.

25.09 This Lease shall be construed and enforced in accordance with the laws 
of the State of Indiana.

25.10 All of the covenants and agreements contained in this Lease shall 
extend, inure to and be binding upon the successors and assigns of the 
respective parties hereto, the same as if they were in every case specifically 
named, and wherever in this Lease reference is made to either of the parties 
hereto, it shall be held to include and apply to, wherever applicable, the 
successors and assigns of such party. Nothing herein contained shall be 
construed to grant or confer upon any person or persons, firm, corporation or 
governmental authority other than the parties hereto, their successors and 
assigns, any right, claim or privilege by virtue of any covenant and agreement 
in this Lease contained.

IN WITNESS WHEREOF, the parties have executed this Lease in duplicate the day 
and year first above written.

LANDLORD:

COLUMBIAN HOME PRODUCTS,
L.L.C., an Illinois limited liability company

By:	D.R. Ryan, Jr.
Its:	President

TENANT:

GENERAL HOUSEWARES CORP., a
Delaware corporation

By:	Raymond J. Kulla
Its:	Vice President

EXHIBIT A OF LEASE

(Premises)

EXHIBIT B OF LEASE

(Demised Premises)

EXHIBIT C OF LEASE

(Parking Area)

SCHEDULE I OF LEASE

Services Agreement Payment Schedule

SCHEDULE II OF LEASE

Note Payment Schedule

EXHIBIT 2C

INSTALLMENT PROMISSORY NOTE

$1,300,000.00					Dated:  March 31, 1998

FOR VALUE RECEIVED, COLUMBIAN HOME PRODUCTS, LLC, an Illinois limited 
liability company (the "Maker"), hereby promise to pay to the order of GENERAL 
HOUSEWARES CORP., a Delaware corporation or its successors and assigns 
("Holder"), at the address specified in Section 7 herein, or at such other 
place as Holder may direct, the principal sum of One Million Three Hundred 
Thousand Dollars ($1,300,000.00), plus interest, as provided herein.

1.	Principal Payments, Principal Reduction and Final Maturity; Prepayment.
(a)  The Maker shall pay to Holder the combined principal and interest 
amount of this Promissory Note in six (6) equal annual installments, 
each in the amount of $292,464.88 which shall be due beginning on April 
1, 1999 and on April 1 of each year thereafter until April 1, 2004 at 
which date the final payment of principal and interest shall be due. 
Interest will accrue as described in Section 2 below.

(b)  Except as otherwise provided herein, all unpaid principal and 
accrued and unpaid interest due and payable under this Note shall in any 
event become due and payable, and shall be paid by Maker, on March 31, 
2005.

2.	Interest. Interest on the unpaid principal balance existing from time to 
time shall accrue at a rate of nine percent (9%) per annum commencing on even 
date herewith provided that on and during the continuance of an Event of 
Default, the rate of interest shall be increased to 11%. Interest shall be 
compounded on a quarterly basis and shall be computed on the basis of a 360  
day year. Interest shall be payable in arrears, net of applicable withholding 
taxes if required by law, and interest payments shall be due on each day that 
a principal payment is due pursuant to Section 1(a) above.

3.	Method of Payment. The form of payment of both principal and interest 
shall be paid by Maker by an offset against the amounts owed pursuant to that 
certain Lease dated as of March 31, 1998 between Maker and Holder (the 
"Lease") during the second year through the seventh year of the term of such 
Lease so long as the Lease is in existence.

4.	Events of Default. Each of the following constitutes an "Event of 
Default" hereunder under this Note:

(a)  Principal of or interest on this Note is not paid within five (5) 
days after the due date thereof;

(b)(i)  Maker generally fails to pay, or admits in writing such Maker's 
inability to pay, debts as they become due; (ii) Maker applies for, consents 
to or acquiesces in the appointment of a trustee, receiver or other custodian 
for such Maker or any property or assets of Maker, or makes a general 
assignment for the benefit of creditors, or, in the absence of such 
application, consent or acquiescence, a trustee, receiver or other custodian 
is appointed for Maker or for a substantial part of the property or assets of 
Maker and is not discharged within sixty (60) days; or (iii) any bankruptcy, 
reorganization, debt arrangement, or other case or proceeding under any 
bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is 
commenced in respect of Maker and if such case or proceeding is not commenced 
by Maker it is consented to or acquiesced in by Maker or if such case or 
proceeding is not vacated, stayed or dismissed within sixty (60) days of such 
commencement;

(c)  Maker, without the express written consent of Holder, (i) conveys 
transfers, leases or otherwise disposes of all or substantially all of the 
assets of Maker (whether now or hereafter acquired), whether in a single 
transaction or a series of transactions; or (ii) merges or consolidates with 
any individual, partnership, joint venture, corporation (whether or not for 
profit), trust, unincorporated association, or any other entity or 
organization and Maker is not the surviving corporation of such merger; or

(d)  The occurrence of an "Event of Default" pursuant to that certain 
Credit Agreement dated as of March 31, 1998 (the "Credit Agreement") between 
Maker and Harris Trust and Savings Bank (the "Bank") which results in the Bank 
declaring the principal and interest due and payable under the Credit  
Agreement.

5.	Remedies Upon an Event of Default. If an Event of Default shall occur, 
then Holder may, at his option, exercise any one or more of the following 
rights and remedies:

(a)  The Holder may declare the entire unpaid amount of this Note to be 
immediately due and payable without presentment, demand, protest or notice of 
any kind, all of which the Maker expressly waives and such amount may 
immediately be used to prepay all amounts due under the Lease;

(b)  Holder shall be entitled to all of the rights and remedies in 
accordance with, and as provided by, the terms of this Note; and

(c) Holder may exercise from time to time any rights and remedies 
available to it under all applicable laws, including, without limitation, the 
Uniform Commercial Code as is in effect in the State of Illinois.

In addition, Holder shall be entitled to recover from Maker all costs and 
expenses, including reasonable attorneys' fees and court costs, incurred in 
enforcing his rights hereunder. The rights and remedies of Holder stated 
herein are cumulative to and not exclusive of any rights or remedies otherwise 
available to Holder.

6.	Assignability. This Note and the rights and obligations hereunder shall 
not be assignable or transferable, by operation of law or otherwise without 
the written consent of Holder and Maker.

7.	Notices. All notices, requests, demands and other communications under 
this Note shall be in writing and shall be deemed to have been duly given on 
the date of service if served personally on the party to whom notice is to be 
given, or on the date of receipt by the party to whom notice is to be given if 
transmitted to such party by facsimile, provided a copy is mailed as set forth 
below on date of transmission, or on the third day after mailing if mailed to 
the party to whom notice is to be given by registered or certified mail, 
return receipt requested, postage prepaid, to the following addresses (or such 
other addresses as are provided in writing by the parties hereto):

If to Maker:

General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana  47804
Attn:  Raymond J. Kulla
Telephone: (812) 232-1000
Telecopier:(812) 232-7016

If to the Holder, to:

Columbian Home Products, LLC
c/o D.R. Ryan, Jr.
21435 Prestwick
Barrington, Illinois  60010
Telephone: (847) 304-1335
Telecopier:(847) 304-1337

In each case with a copy to:

Lane R. Moyer
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street, Suite 2500
Chicago, Illinois  60601
Telephone: (312) 609-7586
Telecopier:(312) 609-5005

8.	General.

(a)  Governing Law. This Note shall in all respects be governed by and 
construed in accordance with the laws of the State of Illinois without regard 
to conflicts of law principles.

(b)  No Waiver. Holder shall not (by act, delay, omission or otherwise) 
be deemed to have waived any of its rights or remedies hereunder, or any 
provision hereof, unless such waiver is in writing signed by Holder; and any  
such waiver shall be effective only to the extent specifically set forth 
therein; and a waiver by Holder of any right or remedy under this Note on any 
one occasion shall not be construed as a bar to or waiver of any such right or 
remedy which Holder would otherwise have had on any future occasion.

(c) Severability. Wherever possible, each provision of this Note which 
has been prohibited by or held invalid under applicable law shall be 
ineffective to the extent of such prohibition or invalidity, but such 
prohibition or invalidity shall not invalidate the remainder of such provision 
or the remaining provisions of this Note.

(d)  Successors and Assigns. Wherever in this Note reference is made to 
the Maker or Holder, such reference shall be deemed to include, as applicable, 
a reference to their respective successors and assigns, legatees, heirs, 
executors, administrators and legal representatives, as applicable, and, in 
the case of Holder, any future holder of this Note, in any case as permitted 
by this Note. The provisions of this Note shall be binding upon and shall 
inure to the benefit of such successors, assigns, holders, legatees, heirs, 
executors, administrators and legal representatives, as applicable.

(e)  Acknowledgment. The parties acknowledge that this Promissory Note and the 
Lease arise out of the same transaction, and it is the intent of the parties 
that in the event of bankruptcy of Maker, all amounts due under the Lease will 
offset amounts due under the Promissory Note. To the extent that the 
obligations under the Promissory Note are restructured, cancelled, modified, 
rejected, discharged or otherwise altered for any reason whatsoever, including 
but not limited to, a bankruptcy of Maker, the obligation of Maker to make 
payments under the Lease shall be restated, cancelled, modified, rejected, 
discharged or otherwise altered in a like manner.

IN WITNESS WHEREOF, the Maker has executed, acknowledged, sealed and delivered 
this Note as of the day and year first above written.

COLUMBIAN HOME PRODUCTS, LLC
an Illinois limited liability company

By:	D.R. Ryan, Jr.
Its:	President
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)", "secsgml_size_bytes": 192440}]
{"company-data": {"conformed-name": "GENERAL HOUSEWARES CORP", "cik": "0000040643", "assigned-sic": "3360", "irs-number": "410919772", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07117", "film-number": "98592784"}, "business-address": {"street1": "P O BOX 4066 1536 BEECH STREET", "city": "TERRE HAUTE", "state": "IN", "zip": "47804", "phone": "8122321000"}, "mail-address": {"street2": "P O BOX 4066 1536 BEECH STREET", "city": "TERRE HAUTE", "state": "IN", "zip": "47804"}}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 8-K

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

MARCH 31, 1998
(Date of Report (Date of earliest event reported)

GENERAL HOUSEWARES CORP.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE				001-07117		41-0919772
(State or Other			(Commission		(I.R.S. Employer
Jurisdiction of			File Number)	Identification No.)
Incorporation)

1536 BEECH STREET
TERRE HAUTE, INDIANA					47804
(Address of Principal					(Zip Code)
Executive Office)

812-232-1000
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

ITEM 2.	ACQUISITION OR DISPOSITION OF BUSINESS

On March 31, 1998, General Housewares Corp. (the Company) completed the sale 
of its enamelware cookware business (Enamelware Division).  In exchange for 
the sale of certain assets related to the Enamelware Division, including 
property, plant and equipment and inventories, as well as associated brand 
names and trademarks.  Consideration received by the Company consisted of a 
cash payment of $4,900,000 and a Promissory Note in the principal amount of 
$1.3 million.  The cash portion of the consideration is subject to adjustment 
for certain conditions set forth in the Asset Purchase Agreement.  The Company 
anticipates that it will receive approximately an additional $200,000 by April 
30, 1998 pursuant to said adjustments.  The payments under the Promissory Note 
will be offset against the payments due from the Company under a seven-year 
lease entered into by the Company and the Buyer for office and warehouse 
space.  Proceeds in excess of net, tangible assets as a result of the 
transaction are expected to be approximately $2 million.  Non-cash charges in 
the form of a defined benefit pension plan curtailment and goodwill write-off 
are expected to be approximately $3.5 million.  The anticipated pre-tax loss 
on sale of $1.5 million will be recorded as a component of selling, general 
and administrative expense in the first quarter of 1998.  This charge will 
increase the anticipated first quarter loss per common share (basic and 
diluted) by approximately $0.24.

ITEM 7.	FINANCIAL STATEMENTS AND EXHIBITS
b.	Pro Forma Financial Information

GENERAL HOUSEWARES CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
UNAUDITED 
(in thousands)

The following unaudited pro forma balance sheet presents the financial 
position of General Housewares Corp. and its subsidiaries at December 
31, 1997, assuming the sale of certain assets of the Enamelware Division 
including property, plant and equipment and inventories had occurred on 
December 31, 1997.  The unaudited pro forma balance sheet also assumes 
liquidation of assets related to the Enamelware Division (accounts 
receivable, accounts payable and accruals) that were not sold as part of 
the transaction but will be liquidated in the normal course of business.

Assets
				As Reported		Adjustments		Pro Forma
Total current assets	$42,929		$(4,254)(1)		$38,675
Notes receivable, net	  2,364		  1,300 (2)		  3,664
Property, plant and
  equipment, net		 12,483		 (3,170)(1)		  9,313
Other assets		  6,181		      -		  6,181
Cost in excess of net
  assets acquired		 26,807		 (2,892)(3)		 23,915
				$90,764		$(9,016)		$81,748

Liabilities and Stockholders' Equity
Total current
  liabilities		$10,872		$(1,644)(4)		$10,428 
Long-term debt		 29,761		 (7,114)(5)		 22,731 
Deferred liabilities	  1,860		    642 (6)		  1,218
Stockholders' equity	 48,271		   (900)(7)		 47,371
				$90,764		$(9,016)		$81,748

Note (1) - Reflects the sale of inventory and property, plant and 
equipment and the liquidation of accounts receivable.
Note (2) - Reflects the issuance of a note receivable to the purchaser 
of the Enamelware Division.
Note (3) - Reflects the write-off of goodwill specifically associated 
with the Enamelware Division.
Note (4) - Reflects the payment of Enamelware Division specific accounts 
payable and accruals as well as the tax impact of anticipated loss on 
sale.
Note (5) - Reflects the anticipated debt pay-down resulting from the 
transaction.
Note (6) - Reflects pension curtailment expense incurred as a result of 
the transaction.
Note (7) - Reflects the equity impact of the loss on sale.

GENERAL HOUSEWARES CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
(in thousands)

The following unaudited statement presents the results of operations of 
General Housewares Corp. and its subsidiaries for the year ended December 31, 
1997 assuming the sale of certain assets of the Enamelware Division had 
occurred on January 1, 1997 at net book value.

			As Reported		Adjustments		Pro Forma 
Net sales		$104,523		$(14,145)(1)	$90,378
Cost of sales	  62,081		 (10,465)(1)	 51,616
Gross profit	  42,442		  (3,680)		 38,762
Selling, general
  and administra-
  tive expense	  37,966		  (1,710)(1)	 36,256
Operating income	   4,476		  (1,970)		  2,506
Interest expense,
  net			   2,749		   (739) (2)	  2,010
Income from
  operations before
  income taxes	   1,727		  (1,231)		    496
Income taxes	   1,065		    (759)(3)	    306
Net income		$    662		$   (472)		$   190

Net income per
  common share
  (basic and
  diluted)		$   0.17		$  (0.12)		$ 0.05

Note (1) - Represents reductions in revenue and expense directly related 
to Enamelware Division.
Note (2) - Represents reduction in annual interest expense due to 
repayment of long-term debt with proceeds from sale.
Note (3) - Represents  decrease in income taxes related due to foregoing 
adjustments.

c.	Exhibits

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, hereunto duly authorized.

GENERAL HOUSEWARES CORP.
(Registrant)

April 13, 1998

By:	/s/Paul A. Saxton
	Paul A. Saxton
	Chairman of the Board, President
	and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit 2 (a)	Asset Purchase Agreement, dated as of March 31, 1998 
by and between General Housewares Corp. and Columbian Home Products, 
LLP.

Exhibit 2 (b)	Lease Agreement, dated as of March 31, 1998 by and 
between General Housewares Corp. and Columbian Home Products, LLP.

Exhibit 2 (c )	Promissory Note, dated as of March 31, 1998 by and 
between General Housewares Corp. and Columbian Home Products, LLP. 

EXHIBIT 2A

ASSET PURCHASE AGREEMENT
by and between
COLUMBIAN HOME PRODUCTS, LLC
and
GENERAL HOUSEWARES CORP.
March 19, 1998

TABLE OF CONTENTS

ARTICLE 1

PURCHASE AND SALE OF ASSETS						1
1.1	Purchased Assets							1
1.2	Excluded Assets							3
1.3	Assumption of Liabilities					4
1.4	Excluded Liabilities						4

ARTICLE 2

CONSIDERATION FOR THE PURCHASED ASSETS				5
2.1	Purchase Price							5
2.2	Purchase Price Adjustment					5
2.3	Procedures for Final Determination of Gross Margin
and Inventory							6

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER	7
3.1	Organization and Power						7
3.2	Subsidiaries							7
3.3	Authorization; No Breach					7
3.4	Financial Statements						8
3.5	Absence of Certain Developments				8
3.6	Title and Condition of Properties				9
3.7	Inventories								10
3.8	Tax Matters								10
3.9	Contracts and Commitments					11
3.10	Proprietary Rights						13
3.11	Litigation; Proceedings						14
3.12	Brokerage								14
3.13	Governmental Consent, etc.					14
3.14	Employees								14
3.15	Employee Benefit Plans						15
3.16	Insurance								15
3.17	Affiliated Transactions						15
3.18	Compliance with Laws; Permits; Certain Operations	16
3.19	Environmental Matters						16
3.20	Product and Warranty Claims; Warranties			18
3.21	Closing Date							19
3.22	Representations and Warranties				19

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER			19
4.1	Corporate Organization and Power				19
4.2	Authorization							19
4.3	No Violation							20
4.4	Litigation								20
4.5	Brokerage								20
4.6	Closing Date							20

ARTICLE 5

COVENANTS PRIOR TO CLOSING						20
5.1	Affirmative Covenants						20
5.2	Negative Covenants						21
5.3	Supplements to Disclosure Schedule				21

ARTICLE 6

CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE			22
6.1	Conditions to Purchaser's Obligation			22

ARTICLE 7

CONDITIONS TO SELLER'S OBLIGATION TO CLOSE			24

ARTICLE 8

CLOSING TRANSACTIONS							25
8.1	The Closing								25
8.2	Action to Be Taken at the Closing				25
8.3	Closing Documents							25
8.4	Possession								27
8.5	Nonassignable Contracts						27

ARTICLE 9

INDEMNIFICATION								27
9.1	Indemnification by Seller					27
9.2	Indemnification by Purchaser					29
9.3	Method of Asserting Claims					29
9.4	Limitation on Indemnities					30
9.5	Adjustment for Insurance and Taxes				30
9.6	Seller's Agreement to Close Frit Lagoon under RCRA	30
9.7	Seller's Responsibility for Asbestos			31

ARTICLE 10

TERMINATION									31
10.1	Termination								31
10.2	Effect of Termination						32
10.3	Effect of Closing							32

ARTICLE 11

ADDITIONAL AGREEMENTS							32
11.1	Survival								32
11.2	Mutual Assistance							32
11.3	Press Release and Announcements				32
11.4	Expenses								32
11.5	Further Transfers							33
11.6	Transition Assistance						33
11.7	Confidentiality							33
11.8	Non-Compete; Non-Solicitation					33
11.9	Specific Performance						34
11.10	Remittances								34
11.11	Reasonable Efforts To Consummate Closing Transactions	34
11.12	Employees and Agents of Seller				35
11.13	Transition Period License					35
11.14	Access to Records							35

ARTICLE 12

MISCELLANEOUS								35
12.1	Amendment and Waiver						35
12.2	Notices								36
12.3	Assignment								37
12.4	Severability							37
12.5	No Third Party Beneficiaries					37
12.6	No Strict Construction						37
12.7	Captions								37
12.8	Complete Agreement						37
12.9	Counterparts							37
12.10	Governing Law							37
12.11	Remedies Cumulative						37
12.12	Best Knowledge of Seller					38

EXHIBITS

Exhibit A	--	Form of Promissory Note
Exhibit B	--	Allocation of Purchase Price
Exhibit C	--	Opinion of Seller's Counsel
Exhibit D	--	Form of Lease Agreement
Exhibit E	--	Form of GHC Transitional Services Agreement
Exhibit F	--	Form of Acquisition Company Transitional Services Agreement
Exhibit G	--	Opinion of Purchaser's Counsel
Exhibit H	--	Officer's Certificate of Seller
Exhibit I	--	Officer's Certificate of Purchaser

DISCLOSURE SCHEDULES

Schedule 1.1(a)	--	Inventory Schedule
Schedule 1.1(b)	--	Terre Haute Real Estate
Schedule 1.1(c)	--	Equipment Schedule
Schedule 1.1(e)	--	Office Furnishings Schedule
Schedule 1.1(f)	--	Intellectual Property Schedule
Schedule 1.1(j)	--	Excluded Computer Program Schedule
Schedule 1.3(a)	--	Assumed Liabilities Schedule
Schedule 1.3(b)	--	Outstanding Purchase Order Obligations
Schedule 1.4	--	Excluded Liabilities Schedule
Schedule 2.2	--	Calculation of Gross Margin
Schedule 3.1	--	Qualifications Schedule
Schedule 3.3	--	No Conflict Schedule
Schedule 3.5	--	Developments Schedule
Schedule 3.6(a)	--	Permitted Encumbrances Schedule
Schedule 3.6(d)	--	Permitted Liens Schedule
Schedule 3.6(f)	--	Regulatory Compliance Schedule
Schedule 3.8	--	Tax Matters Schedule
Schedule 3.9(a)	--	Contracts Schedule
Schedule 3.9(d)	--	Customer Contracts Schedule
Schedule 3.10	--	Proprietary Rights Schedule
Schedule 3.11	--	Litigation Schedule
Schedule 3.13	--	Consents Schedule
Schedule 3.14	--	Employees Schedule
Schedule 3.15	--	Employee Benefits Schedule
Schedule 3.16	--	Insurance Schedule
Schedule 3.17	--	Affiliated Transactions Schedule
Schedule 3.18(a)	--	Compliance Schedule
Schedule 3.18(b)	--	Permits Schedule
Schedule 3.19	--	Environmental Matters Schedule
Schedule 3.20(a)	--	Claims Schedule
Schedule 3.20(b)	--	Warranties Schedule
Schedule 9.12	--	Continued Employee Benefit Plans Schedule

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT made as of March 19, 1998 (this "Agreement")by and 
between COLUMBIAN HOME PRODUCTS, LLC, an Illinois limited liability company 
("Purchaser"), and GENERAL HOUSEWARES CORP., a Delaware corporation 
("Seller").

W I T N E S S E T H

WHEREAS, Seller is engaged in the business of manufacturing, distributing and 
selling Porcelain on Steel Cookware (the "Business"); and 

WHEREAS, on the terms and subject to the conditions of this Agreement, 
Purchaser desires to acquire from Seller and Seller desires to sell to 
Purchaser, substantially all of the assets and properties of the Seller 
related to the Business, both tangible and intangible, as described herein on 
the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1	Purchased Assets. On the terms and subject to the conditions of this 
Agreement, on the Closing Date (as defined in Section 8.1), Purchaser shall 
purchase from Seller, and Seller shall sell, convey, assign, transfer and 
deliver to Purchaser, all properties, assets, rights and interests of every 
kind and nature, whether real or personal, tangible or intangible, and 
wherever located and by whomever possessed, owned by Seller as of the Closing 
Date and primarily related to or primarily used in the Business, including, 
without limitation, all of the following assets:

(a)	all inventories (including raw materials, work in process, samples, 
service parts, purchased parts and goods and finished goods) and related 
supplies which relate primarily to the Business located at the Seller's 
facilities, in transit to or from the Seller's facilities, held by Seller or 
customers on consignment or which otherwise relate primarily to the Business 
(the "Inventory"), including but not limited to, the Inventory listed on 
Schedule 1.1(a);

(b)	all interests in real estate (including, without limitation, land, 
buildings and improvements), whether owned in fee, leased or otherwise, 
related primarily to the Business, including but not limited to, the real 
estate commonly known as 1536 Beech Street, Terre Haute, Indiana 47804 and all 
buildings and other improvements located thereon which is legally described in 
Schedule 1.1(b) (collectively, the "Terre Haute Real Estate") and all 
licenses, permits, approvals and qualifications relating to the Terre Haute 
Real Estate;

(c) all interests in plant, machinery and equipment, fixtures, fittings, 
furniture, automobiles, trucks, tractors, trailers and other vehicles, tools, 
dies, jigs, molds, fixtures, spare parts and supplies and other tangible 
personal property, whether owned, leased or otherwise (including, without 
limitation, items which have been fully depreciated or expensed), which relate 
primarily to the Business, including, without limitation, such items as set 
forth on Schedule 1.1(c);

(d) all rights in and to products sold or leased (including, but not limited 
to, products hereafter returned or repossessed and unpaid seller's rights of 
recession, replevin, reclamation and rights to stop-age in transit) to the 
extent of any credit that is given by the Purchaser related to such products 
and to the extent Purchaser is not indemnified hereunder with respect to any 
such credit;

(e) all office furnishings, display racks, shelves, decorations and related 
assets used primarily in the Business, including, without limitation, such 
items as set forth on Schedule 1.1(e);

(f) all intangible assets and intellectual property (including, without 
limitation, registered and unregistered trademarks, service marks and trade 
names, trade dress and other names, marks and slogans, including the names 
Granite Ware, Boutique, FanciPans, Desco Ware, Classic, Normandy, Magnawave 
Perfection, Spectra, Magnawave, Classic Coordinates, Frontier and Good Cooking 
and all variations and permutations thereof), all publishing and distribution 
rights, and all associated goodwill; all statutory, common law and registered 
copyrights; all patents, inventions, shop rights, know-how, trade secrets and 
confidential information, all of which are or have been primarily used in the 
Business; all registration applications for any of the foregoing; together 
with all rights to use all of the foregoing forever and all other rights in, 
to, and under the foregoing in all countries, including, without limitation, 
such items as are set forth on Schedule 1.1(f), except that if any trademarks, 
service marks and trade dress include the words "General Housewares", such 
trademarks, service marks and trade dress will be modified to exclude the 
words "General Housewares" following the date which the license referred to in 
Section 11.13 expires;

(g)	all discoveries, improvements, processes, formulae (secret or 
otherwise), data, confidential information, engineering, technical and shop 
drawings, specifications and ideas, whether patentable or not, all licenses 
and other similar agreements, and all drawings, records, books or other 
indicia, however evidenced, of the foregoing; all rights in and to any 
products or other intellectual property rights under research or development 
prior to or on the Closing Date, all of which are primarily related to the 
Business;

(h)	all rights existing under contracts, leases, licenses, permits, supply 
and distribution arrangements, sales and purchase agreements and orders, 
warranties, consents, orders, registrations, privileges, franchises, 
memberships, certificates, approvals or other similar rights and all other 
agreements, arrangements and understandings;

(i)	the right to receive all mail and other communications addressed to 
Seller (including, without limitation, mail and communications from customers, 
suppliers, distributors, agents and others and accounts receivable payments) 
related primarily to the Business;

(j)	all lists, records and files, or copies thereof, pertaining to 
customers, suppliers, distributors, personnel and agents and all other books, 
ledgers, files, documents, correspondence, plats, architectural plans, 
drawings and specifications, computer programs, to the extent legally 
transferable, other than those listed on Schedule 1.1(j), and business records 
of every kind and nature which relate primarily to the Business;

(k)	all creative materials (including, without limitation, photographs, 
films, art work, color separations and the like), catalogues, electronic data 
for catalogues, price lists, sell sheets, labels, cartons, advertising and 
promotional materials and all other printed or written materials; and

(l)	all goodwill as a going concern and all other intangible property.  For 
purposes of the Agreement, the term "Purchased Assets" means all properties, 
assets and rights which Seller shall convey to Purchaser or shall be obligated 
to convey to Purchaser under this Agreement.

1.2	Excluded Assets. Notwithstanding the foregoing, the following assets 
(the "Excluded Assets") are expressly excluded from the purchase and sale 
contemplated hereby and, as such, are not included in the Purchased Assets:

(a) all accounts receivables;
(b) cash, cash equivalents and marketable securities;
(c) refunds, tax credits and tax attributes of any kind;
(d) the right to receive mail and other communications addressed to Seller 
relating to businesses of the Seller which are unrelated to the Business;
(e) the minute books, capital stock records, articles of incorporation, by-
laws and corporate seal of Seller, together with annual and other corporate 
reports filed with the State of Delaware and other states in which Seller is 
qualified to do business, other documents and correspondence that relate to 
Seller's corporate organization and maintenance thereof; and
(f) all books, records and other business information other than that which is 
primarily related to the Business.

1.3	Assumption of Liabilities. Subject to the conditions specified in this 
Agreement, on the Closing Date, Purchaser shall assume and agree to pay, 
defend, discharge and perform as and when due only the following liabilities 
and obligations of Seller (the "Assumed Liabilities"):

(a)	Seller's obligations as of the Closing Date to fill orders for 
Inventory as set forth on Schedule 1.3(a);

(b)	Seller's outstanding commitments as of the Closing Date to 
purchase fixed assets, raw materials and supplies as set forth on Schedule 
1.3(b);

(c)	Seller's obligations and liabilities under the contracts listed on 
the Contracts Schedule (Schedule 3.9(a)) and on the Customer Contract Schedule 
(Schedule 3.9(d)) for any activity following the Closing Date;

(d)	any liabilities or obligations arising out of or in connection 
with charge backs or customer adjustments relating to products sold by the 
Purchaser;

(e)	any liabilities or obligations relating to accrued vacation for 
employees primarily related to the Business in an amount not to exceed the 
Accrued Payment (as hereinafter defined); and

(f) any liabilities or obligations arising out of or in connection with 
charge backs or customer adjustments following a date six (6) months from the 
Closing Date.

1.4	Excluded Liabilities. Notwithstanding anything to the contrary contained 
in this Agreement, Purchaser shall not assume or be liable for any liabilities 
or obligations of Seller other than the Assumed Liabilities and all such other 
liabilities or obligations shall be the responsibility of the Seller, 
including, but not limited to the following liabilities and obligations (the 
"Excluded Liabilities"):

(a)	those liabilities listed on Schedule 1.4;

(b)	any liabilities or obligations arising out of or in connection 
with charge backs or customer adjustments made during the period beginning 
upon the Closing Date and ending six (6) months from the Closing Date relating 
to products sold by the Seller; and

(c) any accrued liabilities or obligations relating to the operations of 
the Business prior to the Closing Date, including, but not limited to, 
liabilities related to accrued vacation, accrued bonuses and incentives, 
accrued commissions, accrued rebates, accrued returns and any coop advertising 
responsibilities.

ARTICLE 2

CONSIDERATION FOR THE PURCHASED ASSETS

2.1	Purchase Price. The aggregate purchase price for the Purchased Assets 
shall be an amount equal to Six Million Two Hundred Thousand and no/100  
Dollars ($6,200,000) as adjusted pursuant to Section 2.2 hereof (the "Purchase 
Price") which shall be payable to Seller on the Closing Date as set forth 
below:

(a)	by wire transfer of immediately available funds to such account or 
accounts as shall have been designated in writing by Seller not less than 
three (3) days prior to the Closing Date in an amount equal to Four Million 
Nine Hundred Thousand and no/100 Dollars ($4,900,000), as adjusted pursuant to 
Section 2.2 hereof; and

(b)	by a promissory note in an amount equal to One Million Three 
Hundred Thousand and no/100 Dollars ($1,300,000) substantially in the form 
attached hereto as Exhibit A (the "Promissory Note"), to be issued by 
Purchaser to Seller which shall be paid by Purchaser in accordance with the 
terms thereof.

The Purchase Price shall be allocated among the Purchased Assets as set forth 
in Exhibit B attached hereto. The parties agree that the allocation set forth 
in Exhibit B shall be used by them and respected for all purposes, including 
income tax purposes if in conformance with the rules and regulations of the 
Internal Revenue Code of 1986, as amended (the "Code"), and that the parties 
shall follow such allocation for all reporting purposes, including, without 
limitation, Internal Revenue Service ("IRS") Form 8594.

2.2	Purchase Price Adjustment. As set forth below, the cash portion of the 
Purchase Price shall be adjusted by: (i) (a) adding to the Purchase Price the 
amount by which the Current Inventory (as hereinafter defined) as of the 
Closing Date is greater than Two Million Dollars ($2,000,000) or (b) 
subtracting the amount by which the Current Inventory as of the Closing Date 
is less than Two Million Dollars ($2,000,000), and (ii) (a) adding $2.86 to 
the Purchase Price for each $1.00 by which the Gross Margin (as hereinafter 
defined) for 1997 exceeds $3,500,000 or (b) subtracting $2.86 from the 
Purchase Price for each $1.00 by which the Gross Margin for 1997 is less than 
$3,500,000; provided, however, as a precondition to the Purchase Price 
adjustment provided for in this Section 2.2(ii), the difference between the 
1997 Gross Margin and $3,500,000 must be equal to or greater than $250,000. An 
increase in the Purchase Price as a result of the adjustment contemplated in 
Section 2.2(ii) shall not exceed $500,000 and a decrease in the Purchase Price 
as a result of the adjustment contemplated in Section 2.2(ii) shall not exceed 
$1,000,000. For purposes hereof "Current Inventory" shall mean (i) finished 
goods Inventory which shall be valued at 1997 standard cost consistently 
applied as determined in accordance with generally accepted accounting 
principles and which does not include obsolete or discontinued items nor does 
such Inventory exceed six (6) months supply based on average sales per month 
for 1997, plus (ii) work-in-process Inventory which shall be valued at 1997 
standard cost consistently applied as determined in accordance with generally 
accepted accounting principles and which does not include obsolete or 
discontinued items nor does such Inventory exceed six (6) months supply based 
on average sales per month for 1997, plus (iii) raw materials Inventory which 
shall be valued at 1997 standard cost consistently applied as determined in 
accordance with generally accepted accounting principles. For purposes hereof 
"Gross Margin" shall mean the difference between net sales and the cost of 
goods sold (which shall include material costs, direct labor and overhead 
costs) all as determined in accordance with generally accepted accounting 
principles for the Business on a stand alone basis consistently applied 
(excluding the application of LIFO for Inventory accounting purposes) and as 
further described on Schedule 2.2. The Gross Margin and Current Inventory for 
purposes of the calculations provided for in this Section 2.2 shall be based 
upon a Closing Income Statement (as hereinafter defined) and a Current 
Inventory Report as provided for in Section 2.3 hereof.

2.3	Procedures for Final Determination of Gross Margin and Inventory.

(a)	Within 30 days after the Closing Date, Seller shall prepare and 
deliver to Purchaser at Seller's sole cost and expense a Preliminary Income 
Statement for 1997 for the Business (the "Closing Income Statement"), a 
statement setting forth Purchaser's determination of the Current Inventory for 
the Business as of the Closing Date (the "Current Inventory Report") and the 
Gross Margin for fiscal year 1997. The Current Inventory Report shall be based 
upon a complete physical inventory count (to be taken on the Closing Date by 
the Seller and with Purchaser's certified public accountant present) and 
valued at 1997 standard cost.

(b)	Within 30 days after receipt of such items, Purchaser shall 
deliver to Seller a detailed written statement describing its objections, if 
any, to such determination of the Current Inventory and Gross Margin. If 
Purchaser does not raise any objections within the 30-day period, the Seller's 
determination of the Current Inventory and Gross Margin shall become final and 
binding upon all parties. Upon request by Purchaser at any time after receipt 
of the Closing Income Statement and calculation of Current Inventory and Gross 
Margin, Seller shall make available to Purchaser and its accountants and other 
representatives the work papers used in preparing the Closing Income Statement 
and in determining Seller's calculation of the Current Inventory and Gross 
Margin and such other documents as Purchaser may reasonably request in 
connection with its review of the Current Inventory and Gross Margin. If 
Purchaser does raise any objections, Purchaser and Seller shall use reasonable 
efforts to resolve any such disputes. If a final resolution is not obtained 
within 30 days after Purchaser shall have submitted its objections to Seller, 
any remaining disputes shall be resolved by an accounting firm mutually 
agreeable to Purchaser and Seller. If Purchaser and Seller are unable to 
mutually agree on such an accounting firm within five (5) days after the 
expiration of said 30-day period, a "big-six" accounting firm shall be 
selected by lot after elimination of one firm designated as objectionable by 
each of Purchaser and Seller (the "Neutral Auditor"). The determination of the 
Neutral Auditor shall be set forth in writing and shall be conclusive and 
binding upon the parties, and the fees and expenses of such accounting firm 
shall be paid one-half by Purchaser and one-half by Seller.

(c)	Any increase to or reduction of the Purchase Price pursuant to 
this section 2.3 shall be paid by wire transfer in immediately available funds 
to accounts designated by the recipient or recipients thereof within five (5) 
business days after the date that the final Gross Inventory and Current 
Inventory is agreed to by the Seller and Purchaser or as determined by the 
Neutral Auditor.

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER

As an inducement to Purchaser to enter into this Agreement, Seller hereby 
represents and warrants to Purchaser as of the date hereof and as of the 
Closing Date that:

3.1	Organization and Power. Seller is a corporation duly organized, validly 
existing and in good standing under the laws of Delaware, and Seller is 
qualified to do business as a foreign corporation and is in good standing in 
the jurisdictions specified on the "Qualifications Schedule" attached hereto 
as Schedule 3.1, which are all jurisdictions in which ownership of its 
properties or the conduct of its business requires it to be so qualified, 
except where failure to be so qualified would not have a Material Adverse 
Effect (as hereinafter defined).  Seller has all requisite power and authority 
and all material licenses, permits and other authorizations necessary to own 
and operate its properties relating to the Business and to carry on its 
businesses as now conducted as it relates to the Business. The copies of the 
certificate of incorporation and by-laws of Seller which have been previously 
furnished to Purchaser reflect all amendments made thereto at any time prior 
to the date of this Agreement and are correct and complete in all material 
respects. For purposes of this Agreement, "Material Adverse Effect" shall mean 
any material and adverse effect on the financial condition, results of 
operations, assets, properties or business of the Business.

3.2	Subsidiaries. Seller owns no stock, partnership interest, joint venture 
interest or other security or interest in any other corporation, organization 
or entity related to the Business.

3.3	Authorization; No Breach. The execution, delivery and performance of 
this Agreement and the other agreements contemplated hereby and the 
transactions contemplated hereby and thereby have been duly and validly 
authorized by Seller.  No other corporate act or proceeding on the part of 
Seller, its Board of Directors or its shareholders is necessary to authorize 
the execution, delivery or performance of this Agreement, any other agreement 
contemplated hereby or the consummation of the transactions contemplated 
hereby or thereby. This Agreement has been duly executed and delivered by 
Seller, and this Agreement constitutes and the other agreements contemplated 
hereby upon execution and delivery by Seller shall each constitute, a valid 
and binding obligation of Seller, and, assuming this Agreement has been 
validly executed by the Purchaser, is enforceable in accordance with its 
terms. Except as set forth on Schedule 3.3, the execution, delivery and 
performance of this Agreement and the other agreements contemplated hereby by 
Seller and the consummation of the transactions contemplated hereby and 
thereby do not and shall not (a) conflict with or result in any breach of any 
of the provisions of, (b) constitute a default under, result in a violation 
of, or cause the acceleration of any obligation under, (c) result in the 
creation of any lien, security interest, charge or encumbrance upon any of the 
Purchased Assets under, or (d) require any authorization, consent, approval, 
exemption or other action by or notice to any court or other governmental body 
under the provisions of Seller's certificate of incorporation or by-laws or 
any indenture, mortgage, loan agreement or other material lease or agreement 
or instrument to which Seller is bound or affected or any law, statute, rule, 
regulation, judgement, order or decree to which Seller is subject or by which 
any of the Purchased Assets is bound.

3.4	Financial Statements. Seller has furnished Purchaser with a copy of its 
unaudited income statement for the year ended as of December 31, 1997 ("Latest 
Income Statement"). The Latest Income Statement has been based upon the 
information contained in Seller's books and records (which are accurate and 
complete in all material respects) and fairly presents in all material 
respects the results of operations of Seller as of the times and for the 
periods referred to therein, and such income statement has been prepared in 
accordance with generally accepted accounting principles, consistently 
applied.

3.5	Absence of Certain Developments. Except as set forth in the 
"Developments Schedule" attached hereto as Schedule 3.5, since December 31, 
1997, Seller has not, with respect to the Business:

(a)	mortgaged, pledged or subjected to any lien, charge or any other 
encumbrance, any portion of the Purchased Assets, except liens for current 
property taxes not yet due and payable;

(b)	sold, assigned or transferred, or agreed to do so, any of the 
Purchased Assets, except in the ordinary course of business or cancelled 
without fair consideration any material debts or claims owing to or held by 
it;

(c)	sold, assigned, transferred, abandoned or permitted to lapse any 
patents, trademarks, trade names, copyrights, trade secrets or other 
intangible assets, or disclosed any material proprietary confidential 
information to any person related to the Business;

(d) made or granted, or agreed to make or grant, any bonus or any wage 
or salary increase to any employee or group of employees or made or granted 
any increase in any employee benefit plan or arrangement (except in accordance 
with past custom and practice), or amended or terminated, or agreed to 
terminate or amend, any existing employee benefit plan or arrangement or 
adopted any new employee benefit plan or arrangement as it relates to the 
Business;

(e)	made, or agreed to make, any capital expenditures or commitments 
therefore that aggregate in excess of $1,000 related to the Business;

(f)	suffered any extraordinary losses or waived any rights of material 
value, whether or not in the ordinary course of business or consistent with 
past practice related to the Business;

(g)	entered into, or agreed to enter into, any other material 
transaction related to the Business, other than in the ordinary course of 
business;

(h)	make any change adverse to the Business in its selling, pricing, 
advertising or personnel practice inconsistent with its prior practice and 
prudent business practices prevailing in the industry; or

(i)	suffered any material damage, destruction or casualty loss to the 
Purchased Assets, whether or not covered by insurance.

3.6	Title and Condition of Properties.

(a)	The Seller owns no real estate other than the Terre Haute Real 
Estate related to the Business. Seller holds fee title to the Terre Haute Real 
Estate, and such title is subject only to (i) liens and encumbrances disclosed 
on the "Permitted Encumbrances Schedule" attached hereto as Schedule 3.6(a), 
(ii) liens for taxes not yet due and payable (which shall be prorated), (iii) 
installments of special assessments not yet due and payable (which shall be 
prorated) (the foregoing are collectively referred to herein as "Permitted 
Encumbrances"). At the Closing, Seller shall convey to Purchaser by special 
warranty deed title to the Terre Haute Real Estate, free and clear of all 
liens, security interests, charges and other encumbrances other than Permitted 
Encumbrances. Seller shall pay at Closing any amounts that are owed or due 
through the Closing Date with respect to any taxes, special assessments, 
rents, utilities and any other amount owed with respect to the Terre Haute 
Real Estate or any leased premises relating to periods ending on or before the 
Closing Date.

(b)	The Seller is not a party to any real property leases which are 
related to the Business.

(c)	The Terre Haute Real Estate constitutes all of the real estate 
owned, used or occupied by Seller and which is used primarily in the Business, 
and no other real estate is necessary for the conduct of the Business as 
currently conducted.

(d)	Seller owns good and marketable title, free and clear of all 
liens, charges, security interests, encumbrances, encroachments and claims of 
others, to all of the Purchased Assets, except for (i) liens of current taxes 
not yet due and payable (which shall be pro-rated), (ii) liens disclosed on 
Schedule 3.6(d) hereof, and (iii) zoning laws and other land use restrictions 
that do not materially impair the present or anticipated use or occupancy of 
the property subject thereto. At the Closing, Seller shall sell, assign, 
transfer and convey to Purchaser by customary Bill of Sale good and marketable 
title to all of the personal property included within the Purchased Assets, 
free and clear of all liens, security interests, charges, encumbrances and 
claims of others, other than liens for current taxes not yet due and payable.

(e)	Seller's buildings, machinery, equipment and other tangible assets 
related to the Business have been maintained in accordance with normal 
industry standards and are usable in the ordinary course of business. Seller 
owns or leases under valid leases all buildings, machinery, equipment and 
other tangible assets necessary for the conduct of the Business.

(f)	Except as disclosed in Schedule 3.6(f) hereto, Seller is not in 
violation of any applicable zoning, building, fire or other ordinance or other 
law, regulation or requirement relating to the operation of owned or leased 
properties, including, without limitation, applicable occupational health and 
safety laws and regulations except where such violation is not reasonably 
likely to have a Material Adverse Effect. Within the three (3) years prior to 
the date of this Agreement, Seller has received no notice of any such 
violation or any condemnation proceeding with respect to any properties owned, 
used or leased by Seller in the Business.

(g)	The Purchased Assets, together with the services and arrangements 
described on the Contracts Schedule or in the Service Agreement (as 
hereinafter defined), comprise all assets and services required for the 
continued conduct of the Business by the Purchaser as now being conducted.  
The Purchased Assets, taken as a whole, constitute all the properties and 
assets relating to or used or held for use in connection with the Business 
during the past twelve months (except Inventory sold, cash disposed of, 
accounts receivable collected, prepaid expenses realized, Contracts fully 
performed, properties or assets replaced or disposed of in each case in the 
ordinary course of business). There are no assets or properties which are 
primarily used in the operation of the Business and owned by any Person other 
than the Seller that will not be leased or licensed to the Purchaser under 
valid, current leases or license arrangements. The Purchased Assets are in all 
material respects adequate for the purposes for which such assets are 
currently used (or are held for use) and there are no facts or conditions 
affecting the Purchased Assets which are reasonably likely to, individually or 
in the aggregate, interfere in any material respect with the use, occupancy or 
operation of the Business as currently used, occupied or operated, or their 
adequacy for such use.

3.7	Inventories. Seller's inventories reflected on the Current Inventory 
Report and as of the Closing Date was and will be valued at 1997 standard cost 
in accordance with generally accepted accounting principles, and consisted and 
will consist of items which are of merchantable quality, in good, salable and 
usable condition and will not be obsolete or damaged. All such inventory was 
and will be located on the Seller's owned premises.

3.8	Tax Matters.
(a)	Seller has timely filed all federal, foreign, state and local 
information and tax returns (the "Returns") (all such Returns being accurate 
and complete in all material respects) required to be filed with respect to 
Taxes (as defined below) pertaining to the Purchased Assets or the Business. 
All such Taxes shown to be due on any such Return have been paid. Seller has 
timely paid or caused to be paid (or will pay or cause to be paid) all Taxes 
which relate to all Pre-Closing Tax Periods (as defined below), the non-
payment of which would result in an encumbrance on any Purchased Asset, would 
otherwise adversely affect the Business or would result in Purchaser or any 
equity owner of Purchaser becoming liable or responsible therefor.

(b)	Except as disclosed in Schedule 3.8, Seller has not received from 
any governmental or regulatory authority any written notice of a proposed 
adjustment, deficiency or underpayment of Taxes pertaining to the Purchased 
Assets or the Business, which notice has not been satisfied by payment or been 
withdrawn.

(c)	Except as disclosed in Schedule 3.8, Seller has not been required 
to give any currently effective waivers extending the statutory period of 
limitation applicable to such Taxes for any period or agreed to an extension 
of time with respect to any proposed adjustment, deficiency or underpayment of 
such Taxes.

(d)	Except as disclosed in Schedule 3.8, all monies required to be 
withheld from employees, independent contractors, shareholders or creditors of 
Seller for such Taxes has been withheld and paid when due to the appropriate 
governmental authority.

(e)	Tax Definitions. The following terms, as used herein, have the 
following meanings:

(i)	"Pre-Closing Tax Period" means (x) any Tax period ending on 
or before the Closing Date and (y) with respect to a Tax period that 
commences before but ends after the Closing Date, the portion of such 
period up to and including the Closing Date.

(ii)	"Tax" means any net income, alternative or add-on minimum 
tax, gross income, gross receipts, sales, use, ad valorem, franchise, 
capital, paid-up capital, profits, greenmail, license, withholding (on 
amounts paid by or to the relevant Person), payroll, employment, excise, 
severance, stamp, occupation, premium, property, environmental or 
windfall profit tax, custom, duty or other tax, governmental fee or 
other like assessment or charge or any kind whatsoever, imposed by any 
governmental authority (domestic or foreign) responsible for the 
imposition of any such tax.

3.9	Contracts and Commitments.

(a)	Except as set forth in Section 3.15 or in the "Contracts Schedule" 
attached hereto as Schedule 3.9(a), Seller is not a party to any of the 
following with respect to the Business:

(i) bonus, pension, profit sharing, retirement or deferred 
compensation plan or stock purchase, stock option, hospitalization 
insurance or similar plan or practice, whether formal or informal, or 
severance agreements or arrangements;

(ii)	contract with any labor union or contract for the employment 
of any officer, individual employee or other person on a full-time, 
part-time or consulting basis;

(iii)	agreement or indenture relating to the borrowing of money or 
to mortgaging, pledging or otherwise placing a lien on any of the 
Purchased Assets;

(iv)	guarantee of any obligation for borrowed money or otherwise, 
other than endorsements made for collection in the ordinary course of 
business;

(v)	agreement or commitment with respect to the lending or 
investing of funds to or in other persons or entities;

(vi)	license or royalty agreement related to the Business;

(vii)	lease or agreement related to the Business under which it is 
lessee of or holds or operates any personal property owned by any other 
party;

(viii) lease or agreement related to the Business under which it 
is lessor of or permits any third party to hold or operate any property, 
real or personal, owned or controlled by it;

(ix)	contract or group of related contracts related to the 
Business with the same party for the purchase or sale of products or 
services other than the Customer Contracts (as defined in Section 3.9(d) 
hereof);

(x)	other contract related to the Business with any party 
continuing over a period of more than six months from the date or dates 
thereof, not terminable by it on thirty (30) days' or less notice 
without penalties;

(xi)	contract which prohibits it from freely engaging in business 
anywhere in the world; or

(xii)	contract relating to the distribution of its products as it 
relates to the Business.

(b)	Except as specifically disclosed in the Contracts Schedule, (i) no 
contract or commitment related to the Business has been breached in any 
respect that is material to the Business or cancelled by the other party, (ii) 
since June 30, 1996, no material supplier of the Business has notified Seller 
that it shall stop or decrease in any material respect the rate of business 
done with Seller, (iii) Seller has in all material respects performed all the 
obligations required to be performed by it to the date of this Agreement and 
is not in receipt of any claim of default under any material lease, contract, 
commitment or other agreement related to the Business to which it is a party; 
and (iv) no event has occurred which with the passage of time or the giving of 
notice or both would result in a breach or default under any material lease, 
contract, instrument or other agreement related to the Business to which 
Seller is a party and which is related to the Business.

(c)	Purchaser has been supplied with a true and correct copy of all 
written contracts which are referred to on the Contract Schedule, together 
with all amendments, waivers or other changes thereto.

(d)	Except as set forth on Schedule 3.9(d) hereto, Seller has no 
knowledge of any (i) pending or threatened termination, cancellation, 
limitation, modification or change in Seller's business relationship with any 
customer or group of customers related to the Business or (ii) changes or 
pending changes in any law, rule, regulation, technology, or business 
relationship or other circumstance that is reasonably likely to result in the 
loss of any customers related to the Business after the date hereof except as 
would not result in a Material Adverse Effect. Each contract, agreement or 
lease with customers of Seller relating to the Business ("Customer Contracts") 
are in one of the forms attached to the "Customer Contract Schedule" attached 
hereto as Schedule 3.9(d) (provided, however, each form of purchase order is 
not attached hereto), except for completion of blanks and have not been 
modified with respect to the limitations on liability or service charge 
increase provisions, whether in writing, orally, by course of dealings or 
otherwise, and Seller is not providing or obligated to provide goods or 
services to others except pursuant to a written contract in such form in each 
case. Except as indicated on the Customer Contract Schedule, (A) each of the 
Customer Contracts is valid, enforceable and in full force and effect in 
accordance with the terms thereof, (B) there is no existing default or event 
or condition which, with notice or lapse of time or both, would constitute an 
event of default under any Customer Contract, (C) no Customer Contract has 
been amended, modified, supplemented or otherwise altered orally, in writing 
or by course of conduct other than in the ordinary course of business, (D) no 
Customer Contract requires the consent of the Customer or any other party to 
affect a valid assignment thereof to Purchaser without causing a default or 
giving rise to a right of termination thereunder and (E) each Customer 
Contract complies with all applicable laws, rules and regulations, except 
where failure to comply is not reasonably likely to have a Material Adverse 
Effect.

3.10	Proprietary Rights. Set forth on the "Proprietary Rights Schedule" 
attached hereto as Schedule 3.10 is a list and summary description of all 
patents, patent applications, trademarks, service marks, trade names, 
corporate names and copyrights owned by Seller which is primarily related to 
the Business or used by Seller primarily in the conduct of the Business. 
Seller owns and possesses all right, title and interest in and to the 
proprietary rights necessary to conduct the Business as currently conducted. 
Seller has taken all necessary action to protect the proprietary rights 
necessary to conduct the Business as currently conducted. The proprietary 
rights listed on Schedule 3.10 and included in the Purchased Assets have been 
duly registered with, filed in or issued by, as the case may be, the United 
States Patent and Trademark Office, United States Copyright Office or such 
other filing offices as necessary. Seller has not received any notices of 
infringement, misappropriation, invalidity or conflict from any third party 
with respect to such proprietary rights.

As related to the Business, to the knowledge of Seller, Seller has not
infringed, misappropriated or otherwise conflicted with any proprietary rights
of any third parties and, to the best of Seller's knowledge, Seller's
proprietary rights have not been infringed by any third parties.

3.11	Litigation; Proceedings. Except as set forth on Schedule 3.11 hereto, 
there are no actions, suits, proceedings, orders or investigations pending or, 
to the best of Seller's knowledge, threatened against Seller at law or in 
equity, or before or by any federal, state, municipal or other governmental 
department, commission, board, bureau, agency or instrumentality, domestic or 
foreign, and there is no basis known to Seller for any of the foregoing. As 
related to the Business, to the knowledge of Seller, no officer, director, 
employee or agent of Seller has been or is authorized to make or receive any 
bribe, kickback or other illegal payment at any time. Within the two (2) years 
preceding the date hereof, Seller has received no legal opinion or legal 
advice in writing to the effect that Seller is exposed from a legal standpoint 
to any liability which is reasonably likely to be material to the Business as 
previously or presently conducted.

3.12	Brokerage.  There are no claims for brokerage commissions, finders fees 
or similar compensation in connection with the transactions contemplated by 
this Agreement based on any arrangement or agreement made by or on behalf of 
Seller.

3.13	Governmental Consent, etc.

(a)	No permit, consent, approval or authorization of, or declaration 
to or filing with, any governmental or regulatory authority is required in 
connection with the execution, delivery or performance of this Agreement by 
Seller, or the consummation by Seller of any of the transactions contemplated 
hereby and thereby, except as disclosed on the "Consents Schedule" attached 
hereto as Schedule 3.13.

(b)	The Consents Schedule attached hereto as Schedule 3.13 sets forth 
all governmental approvals or consents necessary for, or otherwise material 
to, the conduct of the Business as currently conducted. All such governmental 
approvals and consents have been duly obtained and are in full force and 
effect, and Seller is in material compliance with each of such governmental 
approvals and consents held by it with respect to the Purchased Assets and the 
Business.

3.14	Employees.  To the best of Seller's knowledge, no key employee, nor 
group of Seller's employees related to the Business, has specifically 
indicated to Seller that they have any plans to terminate employment with 
Seller. Seller has complied in all material respects with all applicable laws 
relating to the employment of labor and independent contractors related to the 
Business, including provisions thereof relating to wages, hours, equal 
opportunity, immigration, collective bargaining, disabilities, family leave 
and the payment of social security and other taxes. Except as disclosed on the 
"Employees Schedule" attached hereto as Schedule 3.14, Seller has no existing 
relationships with any union or employee representative or any labor relations 
problems, and, to the knowledge of Seller, there have been no union 
organization efforts with respect to the Business within the last five (5) 
years.

3.15	Employee Benefit Plans.

(a)	The "Employee Benefits Schedule" attached hereto as Schedule 3.15 
contains a list of all employee benefit plans (as defined in Section 3(3) of 
the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"), 
and any other arrangement, program or plan providing medical, life, 
disability, severance, deferred compensation, education, dependent care, or 
other retirement or welfare benefits, maintained by Seller and/or any entity 
to which Seller is required to be aggregated pursuant to Code Section 
414(b)(c)(m) or (o)) in which any employee of the Business, or any beneficiary 
thereof, participates or to which Seller is or was obligated to contribute 
(the "benefit plans"). Seller has provided true and correct copies of the 
benefit plans to Purchaser.

(b)	All benefit plans have been administered in compliance with all 
applicable requirements of ERISA and the Code, and Seller has not incurred, 
and as of the Closing Date will not incur, any liability with respect to any 
benefit plan which creates a lien upon, or can be collected from, the 
Purchased Assets, nor which may impose, directly or indirectly, any obligation 
or liability on Purchaser, as a successor employer or otherwise, including 
without limitation any liabilities with respect to the health care 
continuation requirements of Code Section 4980B. It is expressly understood 
and agreed that Purchaser is not assuming any of the benefit plans and that 
Seller shall retain all liabilities with respect to the benefit plans.

(c)	All rights pursuant to the pension plans of employees primarily 
related to the Business who will be terminated by Seller as of the Closing 
Date shall vest as of the Closing Date.

3.16	Insurance.  The "Insurance Schedule" attached hereto as Schedule 3.16 
lists and briefly describes each insurance policy maintained by Seller with 
respect to the Purchased Assets and such policies with respect to the 
Business.

The Seller has made available to the Purchaser complete and correct copies of 
all such policies together with all riders and amendments thereto.

3.17	Affiliated Transactions.   Except as set forth on the "Affiliated 
Transaction Schedule" attached hereto as Schedule 3.17, no officer, director, 
shareholder or Affiliate (as hereinafter defined) of Seller or any person 
related by blood or marriage to any such person or any entity in which any 
such person owns any beneficial interest is a party to any agreement, 
contract, commitment or transaction related to the Business with Seller or has 
any interest in any property used by Seller in the Business. For purposes of 
this Agreement, "Affiliate" shall mean any Person (as hereinafter defined) 
that directly, or indirectly through one or more intermediaries, controls, or 
is controlled by, or is under common control with such Person. For purposes of 
this Agreement, "Person" shall mean and include an individual, a company, a 
joint venture, a corporation, a limited liability company, a limited liability 
partnership, a trust, an unincorporated organization and a government or other 
department or agency thereof.

3.18	Compliance with Laws; Permits; Certain Operations.

(a)	Except with respect to Environmental Matters described on Schedule 
3.19 hereto, Seller and its officers, directors, agents and employees have 
complied in all material respects with all applicable laws and regulations of 
foreign, federal, state and local governments and all agencies thereof which 
affect the Business or the Purchased Assets or to which Seller may otherwise 
be subject, and no claims have been filed against Seller alleging a violation 
of any such law or regulation, except as set forth on the "Compliance 
Schedule" attached hereto as Schedule 3.18(a). In particular, but without 
limiting the generality of the foregoing, Seller has not violated, or received 
a notice or charge asserting any violation of the Immigration Reform and 
Control Act of 1986, the Occupational Safety and Health Act of 1970, the 
Americans With Disabilities Act, or any other state or federal act (including 
rules and regulations thereunder) regulating or otherwise affecting the 
employment of aliens, employee health and safety, the environment, zoning, 
building, fire or other ordinances or any other aspect of the Business except 
where such violation is not reasonably likely to have a Material Adverse 
Effect.

(b)	Seller holds all of the permits, licenses, certificates and other 
authorizations of foreign, federal, state and local governmental agencies 
required for the conduct of the Business all of which are set forth in the 
"Permits Schedule" attached hereto as Schedule 3.18(b). Seller has not 
received any notice (and Seller has no reason to believe) that revocation is 
being considered with respect to any of such licenses, permits, certificates 
or authorizations, or that Seller is in material violation of any such 
license, permit, certificate or authorization.

3.19	Environmental Matters.

(a)	As used in this Section 3.19, the following terms shall have the 
following meanings:

(i)	"Hazardous Materials "means any material or substance: (a) 
which is defined as a "hazardous substance", "pollutant" or 
"contaminant" pursuant to CERCLA, or other Environmental Laws, and 
amendments thereto and regulations promulgated thereunder; (b) 
containing gasoline, oil, diesel fuel or other petroleum products, or 
fractions thereof; (c) which is defined as a "hazardous waste" pursuant 
to RCRA and amendments thereto and regulations promulgated thereunder; 
(d) containing polychlorinated biphenyls; (e) containing asbestos; (f) 
which is radioactive; (g) which is biologically hazardous; (h) the 
presence of which requires investigation or remediation under any 
federal, state, or local statute, regulation, ordinance, policy or other 
Environmental Laws; or (i) which is defined as a "hazardous waste", 
"hazardous substance", "pollutant" or "contaminant" or other such term 
used to defined a substance having an adverse effect on the environment 
under Environmental Laws.

(ii)	"Environmental Laws" means any and all federal, state and 
local statutes, laws, regulations, ordinances or orders, as presently in 
effect, relating to public health or safety, worker health or safety, 
pollution or protection of human health or the environment, including 
natural resources, including but not limited to the Clean Air Act, 42 
U.S.C. section 7401 et seq., the Clean Water Act, 33 U.S.C. section 1251 
et seq., the Resource Conservation Recovery Act ("RCRA"), 42 U.S.C. 
section 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. 
section 2601 et seq., and the Comprehensive Environmental Response, 
Compensation and Liability Act ("CERCLA"), 42 U.S.C. section 9601 et 
seq. and any similar or implementing state or local law, which governs: 
(a) the existence, clean-up, removal and/or remedy of contamination or 
threat of contamination on or about real property; (b) the emission or 
discharge of Hazardous Materials or contaminants into the environment; 
(c) the control of Hazardous Materials or contaminants; or (d) the use, 
generation, or transport, treatment, storage, disposal, removal, 
recycling, handling, or recovery of Hazardous Materials.

(iii)	"Release" shall mean the spilling, leaking, disposing, 
discharging, migrating, emitting, depositing, ejecting, leaching, 
escaping or any other release or threatened release, however defined, 
whether intentional or unintentional, of any Hazardous Material.

(b)	Except as disclosed on the "Environmental Matters Schedule" 
attached hereto on Schedule 3.19, the Terre Haute Real Estate and all real 
estate owned, leased or operated by Seller related to the Business and 
Seller's operation of the Business at or from such real estate and its 
operation of the Purchased Assets are in compliance with all applicable 
Environmental Laws.

(c)	Seller has obtained and maintained in full force and effect, all 
environmental permits, licenses, certificates of compliance, approvals and 
other authorizations required under applicable Environmental Laws to own or 
operate the Purchased Assets and the Terre Haute Real Estate (collectively, 
the "Environmental Permits") all of which are disclosed in Schedule 3.19.  
Except as disclosed on Schedule 3.19, Seller has conducted its Business and 
operated the Purchased Assets and the Terre Haute Real Estate and all leased 
premises and any other property owned, operated, or leased by Seller related 
to the Business at any time, in compliance in all material respects with all 
terms and conditions of the Environmental Permits and the Environmental Laws. 
Seller has filed all material reports and notifications required to be filed 
under and pursuant to all applicable Environmental Laws with respect to the 
operation of the Business and the operation of the Purchased Assets and the 
Terre Haute Real Estate.

(d)	Except as set forth in the "Environmental Matters Schedule": (i) 
no Hazardous Materials have been generated, treated, contained, handled, 
located, used, manufactured, processed, buried, incinerated, deposited, 
stored, or released on, under or about the Terre Haute Real Estate or any part  
of any real property owned, leased or operated by Seller related to the 
Business in violation of any Environmental Law, and (ii) no real property 
owned, leased or operated by Seller or any of the other Purchased Assets 
contain any urea, formaldehyde, radon, polychlorinated biphenyls (PCBs) or 
pesticides at levels or amounts, or in a condition, that violate any 
Environmental Law.

(e)	Except as set forth in the "Environmental Matters Schedule", 
Seller has received no notice alleging in any manner that Seller is, or might 
be potentially, responsible for any Release of Hazardous Materials, or any 
costs arising under or in violation of Environmental Laws with respect to the 
Purchased Assets, the Terre Haute Real Estate, or any other property owned, 
operated or leased by Seller related to the Business, at any time, or the 
operation of the Business.

(f)	Except as disclosed in Schedule 3.19, neither the Terre Haute Real 
Estate nor any other property owned, operated or leased by Seller is or has 
been listed on the United States Environmental Protection Agency National 
Priorities List of Hazardous Waste Sites, or any other list, schedule, law, 
inventory or record of hazardous or solid waste sites maintained by any 
federal, state or local agency.

(g)	No condition exists at the Terre Haute Real Estate nor with 
respect to any other property which Seller owns, operates or leases related to 
the Business, and to the best of Seller's knowledge, any property related to 
the Business which Seller formerly owned, operated, or leased, or any other 
property where any wastes generated, owned, treated or transported at any time 
by Seller or on behalf of Seller may have been stored, treated, released or 
disposed, which constitutes or which with the passage of time, is reasonably 
likely to constitute a violation of or give rise to liability under any 
Environmental law.

(h)	Except as disclosed on the Environmental Matters Schedule to 
Seller's knowledge, there are no underground storage tanks, active or  
abandoned, on or under the Terre Haute Real Estate. Any such underground 
storage tanks, previously active or abandoned, have been removed together with  
any associated Hazardous Materials in compliance in all material respects with 
Environmental Laws.

(i)	Seller has disclosed and delivered to Purchaser all environmental 
reports and investigations which Seller has obtained or ordered with respect 
to the Purchased Assets, the Terre Haute Real Estate, the leased premises or 
the Business and which are in Seller's possession.

(j)	No lien has been attached or filed against Seller with respect to 
the Purchased Assets or the Terre Haute Real Estate in favor of any 
governmental or private entity for (i) any liability or imposition of costs 
under or in violation of any applicable Environmental Law; or (ii) any Release 
of Hazardous Materials.

3.20	Product and Warranty Claims; Warranties. Except as disclosed in the 
"Claims Schedule" attached hereto as Schedule 3.20(a), Seller has no knowledge 
of and has not received during the past two (2) years any claim or notice with 
respect to any occurrences arising out of the use or operation of products 
engineered, designed, manufactured, sold, installed, monitored or serviced by 
or on behalf of Seller related to the Business, which has resulted in any 
injury or death to person or damage to property, or any claim or notice that 
any such products do not conform to any agreement, representation or warranty 
made by Seller (or implied by law) with respect to such products unless such 
claim has resulted or may result in liability to the Seller which is less than 
$100.00 per claim. Seller is covered against all damages, liability and 
expenses for any claims based upon products engineered, designed, 
manufactured, sold, installed, monitored or serviced by or on behalf of Seller 
(including, but not limited to, costs of investigation and attorneys' fees and 
expenses) under policies of insurance described on the Insurance Schedule, 
except as to claims for breach of any agreement, representation or warranty 
made with respect to such products against which Seller has established good 
and sufficient reserves therefor on its books and records. Except as disclosed 
in the "Warranty Schedule" attached hereto as Schedule 3.20(b) and for 
warranties under applicable law, there are no warranties, express or implied, 
written or oral, with respect to the products of the Business.

3.21	Closing Date. All of the representations and warranties of Seller in 
this Article 3 and elsewhere in this Agreement and all information delivered 
in any schedule, attachment or exhibit hereto or in any certificate delivered 
to Purchaser are true and correct in all respects on the date of this 
Agreement and shall be true and correct in all respects on the Closing Date.

3.22	Representations and Warranties. Except as specifically set forth in 
this agreement, Seller makes no representations or warranties to Purchaser as 
to warranties of merchantability, fitness for a particular purpose or other 
implied warranties under the Uniform Commercial Code.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as of the date hereof and 
as of the Closing Date that:

4.1	Corporate Organization and Power. Purchaser is a limited liability 
company duly organized and validly existing under the laws of the State of 
Illinois with full corporate power and authority to enter into this Agreement 
and the other agreements contemplated hereby and perform its obligations 
hereunder and thereunder.

4.2	Authorization. The execution, delivery and performance by Purchaser of 
this Agreement and the other agreements contemplated hereby and the 
consummation of the transactions contemplated hereby and thereby have been 
duly and validly authorized by all requisite corporate action, and no other 
corporate proceedings on the part of Purchaser are necessary to authorize the 
execution, delivery or performance of this Agreement or the other agreements 
contemplated hereby. This Agreement constitutes and, upon execution and 
delivery by Purchaser, the other agreements contemplated hereby shall each 
constitute a valid and binding obligation of Purchaser enforceable against 
Purchaser in accordance with their respective terms.

4.3	No Violation. Purchaser is not subject to or obligated under its 
articles of organization or operating agreement, any applicable law, rule or 
regulation of any governmental authority, or any agreement or instrument, or 
any license, franchise or permit, or subject to any order, writ, injunction or 
decree which would materially, adversely affect its ability to perform this 
Agreement or the other agreements contemplated hereby.

4.4	Litigation. There are no actions, suits, proceedings, orders or 
investigations pending or, to the best of Purchaser's knowledge, threatened 
against or affecting Purchaser, at law or in equity, or before or by any 
federal, state, municipal or other governmental department, commission, board, 
bureau, agency or instrumentality, domestic or foreign, which would materially 
adversely affect Purchaser's performance under this Agreement or the 
consummation of the transactions contemplated hereby.

4.5	Brokerage. There are no brokerage commissions, finders fees or similar 
compensation in connection with the transactions contemplated by this 
Agreement based on any arrangement or agreement made by or on behalf of 
Purchaser.

4.6	Closing Date. All of the representations and warranties of Purchaser 
contained in this Article 4 and elsewhere in this Agreement and all 
information delivered in any schedule, attachment or exhibit hereto or in any 
certificate delivered to Seller are true and correct in all respects as of the 
date of this Agreement and shall be true and correct in all respects as of the 
Closing Date.

ARTICLE 5

COVENANTS PRIOR TO CLOSING

5.1	Affirmative Covenants. Prior to the Closing, Seller shall:

(a)	conduct the Business only in the usual and ordinary course of 
business in accordance with past custom and practice (including placing 
purchase orders only for reasonable quantities and at reasonable prices and 
accepting customer orders only for reasonable quantities on reasonable terms);

(b)	keep in full force and effect its corporate existence and all 
material rights, franchises and intellectual property relating to or 
pertaining to the Business;

(c)	use all reasonable efforts to retain its employees and sales 
agents and preserve its present business relationships related to the 
Business, and continue to compensate such employees and sales agents in 
accordance with past custom and practice;

(d)	maintain the Terre Haute Real Estate and the Purchased Assets in 
accordance with normal industry standards and maintain insurance reasonably 
comparable to that in effect on the date of this Agreement; in the event of 
any casualty, loss or damage to the Terre Haute Real Estate or any of the 
Purchased Assets prior to Closing, either repair or replace such assets with 
assets of comparable quality or, if Purchaser agrees, transfer to Purchaser at 
Closing the proceeds of any insurance recovery with respect thereto;

(e)	maintain its books, accounts and records in accordance with past 
custom and practice as used in the preparation of the income statement 
described in Section 3.4 hereof and file with the appropriate taxing 
authorities any and all returns required to be filed by it for the periods 
covered thereby;

(f)	permit Purchaser and its employees, agents, accounting and legal 
representatives and potential lenders and their representatives reasonable 
access to its books, records, invoices, contracts, leases, key personnel, 
independent accountants, property, facilities, equipment and other things 
reasonably related to the Business or the Purchased Assets upon reasonable 
notice, during normal business hours and without disruption to the Seller's 
business;

(g)	use all reasonable efforts to obtain all consents and approvals 
necessary or to consummate the transactions contemplated hereby and to cause 
the other conditions to Purchaser's obligation to close to be satisfied;

(h)	pay accounts payable and other obligations of the Business when 
they become due and payable in the ordinary course of business consistent with 
prior practice; and

(i)	promptly inform Purchaser in writing of any variances from the 
representations and warranties contained in Article 3 hereof.

5.2  Negative Covenants. Prior to the Closing, without the prior written 
consent of Purchaser, Seller shall not:

(a)	directly or indirectly (including through any agent, broker, 
finder or other third party), offer to sell or otherwise dispose of, negotiate 
for the sale or other disposition of, initiate or continue discussions 
concerning the sale or other disposition of the Purchased Assets (other than 
inventory in the ordinary course of business); or

(b)	take or omit to take any action, or permit its affiliates to take 
or omit to take any action, which would reasonably be anticipated to have a 
Material Adverse Effect upon the Business or the Purchased Assets.

5.3	Supplements to Disclosure Schedule. From time to time prior to Closing, 
Seller will supplement or amend the Disclosure Schedule with respect to any 
matter hereafter arising which, if existing at the date of this Agreement, 
would have been required to be set forth in the Disclosure Schedule.  Such 
supplement or amendment shall be deemed to qualify or amend any representation 
or warranty or cure any breach of any representation or warranty made in this 
Agreement.

ARTICLE 6
CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

6.1  Conditions to Purchaser's Obligation. The obligation of Purchaser to 
consummate the transactions contemplated by this Agreement is subject to the 
satisfaction of the following conditions on or before the Closing Date:

(a)	the representations and warranties set forth in Article 3 hereof 
shall be true and correct in all material respects at and as of the Closing as 
though then made and as though the Closing Date was substituted for the date 
of this Agreement throughout such representations and warranties;

(b)	Seller shall have performed in all material respects all of the 
covenants and agreements required to be performed by it under this Agreement 
prior to the Closing;

(c)	there shall have been no material adverse change in the 
operations, financial condition, operating results, assets or business of the 
Business, and there shall have been no material casualty loss or damage to the 
Terre Haute Real Estate or the Purchased Assets, taken as a whole, whether or 
not covered by insurance;

(d)	all consents by third parties that are required for the transfer 
of the Purchased Assets and the Business to Purchaser as contemplated hereby, 
that are required for the consummation of the transactions contemplated hereby 
or that are required to prevent a breach of, or a material default under or a 
termination or modification of any instrument, contract, license, lease or 
other agreement to which Seller is a party or to which any of the Purchased 
Assets is subject, and, other than Permitted Encumbrances, releases of all 
liens, charges, security interests, encumbrances and claims of others on or 
with respect to the Purchased Assets shall have been obtained on terms and 
conditions reasonably satisfactory to Purchaser;

(e)	no action or proceeding before any court or government body shall 
be pending or threatened which, in the judgment of Purchaser, made in good 
faith and upon the written advice of counsel, makes it inadvisable or 
undesirable to consummate the transactions contemplated hereby by reason of 
the probability that the action or proceeding shall result in a judgment, 
decree or order which would prevent the carrying out of this Agreement or any 
of the transactions contemplated hereby, declare unlawful the transactions 
contemplated by this Agreement, cause such transactions to be rescinded or 
affect the value or use of the Purchased Assets or Business;

(f)	Purchaser shall have received from Seller's counsel, Raymond J. 
Kulla, an opinion with respect to the matters set forth in Exhibit C attached 
hereto, addressed to Purchaser and dated the Closing Date, in form and 
substance satisfactory to Purchaser;

(g)	not less than five (5) business days prior to the Closing Date, 
Seller shall have provided Purchaser, at the expense of Seller and Purchaser 
equally, with the following:

(i)	commitments for title insurance from Commonwealth Land Title 
Insurance Company ("Title Commitments") committing to insure Purchaser's title 
in the Terre Haute Real Estate in an amount equal to the fair value thereof, 
subject only to Permitted Encumbrances, which Title Commitments shall be for 
ALTA Form Owners Policies containing the following endorsements: extended 
coverage, a 3.1 zoning, parking access, contiguity, survey and location no. 1, 
and shall be converted to title insurance policies on the Closing Date; and 

(ii)	surveys of the Terre Haute Real Estate certified to Purchaser by 
licensed surveyors as having been prepared in conformance with conforming 
ALTA/ASCM standards, disclosing the location of all improvements, easements, 
party walls, sidewalks, roadways, utility lines and access to public streets 
and roads (the "Surveys"), which Surveys shall disclose the location of the 
improvements thereon to be within the lot lines, the location of the buildings 
to be within all building and setback lines, no encroachments of buildings or 
other improvements on to or from adjoining properties or other survey defects 
other than Permitted Encumbrances.

If the Title Commitments or Surveys disclose any title encumbrances, 
defects, liens, encumbrances or matters other than Permitted Encumbrances (the 
"Unpermitted Encumbrances"), Seller shall have caused the same to be removed 
from the Title Commitments or insured over at Seller's and Purchaser's expense 
shared equally prior to the Closing (provided, however, that Seller shall have 
no obligation to cause the removal of any Unpermitted Encumbrances), with 
respect only to Unpermitted Encumbrances of a definite or ascertainable 
amount, Seller may grant Purchaser a credit against the Purchase Price payable 
at the Closing equal to the aggregate amount of such Unpermitted Encumbrances;

(h)	all proceedings to be taken by Seller in connection with the 
consummation of the Closing and the other transactions contemplated hereby and 
all certificates, opinions, instruments and other documents required to effect 
the transactions contemplated hereby requested by Purchaser shall be 
reasonably satisfactory in form and substance to Purchaser and its counsel;

(i)	Purchaser and Seller shall have entered into that certain Lease 
Agreement substantially in the form set forth in Exhibit D hereto (the "Lease 
Agreement") pursuant to which Seller shall lease approximately 30,000 square 
feet of office space and 23,000 square feet of storage space from Purchaser;

(j)	Purchaser and Seller shall have entered into that certain GHC 
Transitional Services Agreement substantially in the form set forth in Exhibit 
E hereto (the "GHC Services Agreement") and that certain Acquisition Company 
Transitional Services Agreement substantially in the form set forth in Exhibit 
F hereto (the "Acquisition Company Services Agreement");

(k)	Purchaser and The United Steelworkers of America Amalgamated Local 
7441-Unit 3 (the "Union") shall have entered into an agreement dated as of the 
Closing Date pursuant to which the Union shall adopt, and agree to the terms 
of, the existing Labor Agreement dated as of March 11, 1996 between the Union 
and the Seller;

(l)	Purchaser shall have obtained financing for the transaction in 
amounts and on terms satisfactory to Purchaser in its sole discretion;

(m)	Purchaser shall have received a check payable to Purchaser from 
Seller which shall represent an estimate of the accrued vacation for the 
Seller's employees primarily related to the Business who will be terminated as 
of the Closing Date (the "Accrued Payment"); and

(n)	Purchaser shall have received all Schedules to this Agreement 
which shall be reasonably satisfactory in form and substance to Purchaser and 
its counsel.

Any conditions specified in this Section 6.1 may be waived by Purchaser; 
provided that no such waiver shall be effective unless it is set forth in a 
writing executed by Purchaser.

ARTICLE 7

CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

7.1	The obligation of Seller to consummate the transactions contemplated by 
this Agreement are subject to the satisfaction of the following conditions on 
or before the Closing Date:

(a)	the representations and warranties set forth in Article 4 hereof 
shall be true and correct in all material respects at and as of the Closing as 
though then made and as though the Closing Date was substituted for the date 
of this Agreement throughout such representations and warranties;

(b)	Purchaser shall have performed in all material respects all the 
covenants and agreements required to be performed by it under this Agreement 
prior to the Closing;

(c)	Seller shall have received from Purchaser's counsel, Vedder, 
Price, Kaufman & Kammholz, an opinion with respect to the matters set forth in 
Exhibit G attached hereto, addressed to Seller and dated the Closing Date, in 
form and substance reasonably satisfactory to Seller;

(d)	Purchaser and Seller shall have entered into the Lease Agreement;

(e)	Purchaser and Seller shall have entered into the GHC Services 
Agreement and the Acquisition Company Services Agreement; and

(f)	all proceedings to be taken by Purchaser in connection with the 
consummation of the Closing and the other transactions contemplated hereby and 
all certificates, opinions, instruments and other documents required to effect 
the transactions contemplated hereby reasonably requested by Seller shall be 
reasonably satisfactory in form and substance to Seller and its counsel.

Any condition specified in this Section 7.1 may be waived by Seller; provided 
that no such waiver shall be effective against Seller unless it is set forth 
in a writing executed by Seller.

ARTICLE 8

CLOSING TRANSACTIONS

8.1	The Closing. Subject to the conditions contained in this Agreement, the 
closing of the transactions contemplated by this Agreement (the "Closing") 
shall take place at the offices of Vedder, Price, Kaufman & Kammholz in 
Chicago, Illinois at 10:00 a.m. local time on March 31, 1998, or at such other 
place or on such other date as may be mutually agreeable to the parties. The 
date and time of the Closing are referred to herein as the "Closing Date."

8.2	Action to Be Taken at the Closing. The sale, conveyance, assignment and 
delivery of the Purchased Assets and the payment of the Purchase Price 
pursuant to the terms of this Agreement shall take place at the Closing, and, 
simultaneously, the other transactions contemplated by this Agreement shall 
take place by the delivery of all of the closing documents set forth in 
Section 8.3.

8.3	Closing Documents.

(a)	Seller shall deliver to Purchaser at the Closing the following 
documents, duly executed by Seller where necessary to make them effective:

(i)	an officer's certificate substantially in the form set forth 
in Exhibit H attached hereto, stating that the preconditions specified 
in Section 6.1 (a) through (h), and (n), have been satisfied;

(ii)	copies of all necessary third party and governmental 
consents, approvals, releases and filings required in order to effect 
the transactions contemplated by this Agreement;

(iii)	such stamped special warranty deeds, instruments of sale, 
transfer, assignment, conveyance and delivery (including all vehicle 
titles), as are required in order to transfer to Purchaser good and 
marketable title to the Purchased Assets, free and clear of all liens, 
charges, security interests and other encumbrances, except for Permitted 
Encumbrances;

(iv)	certified copies of the resolutions duly adopted by the 
Board of Directors of Seller authorizing the execution, delivery and 
performance of this Agreement and each of the other agreements 
contemplated hereby, and the consummation of all other transactions 
contemplated by this Agreement;

(v)	all of Seller's contracts and commitments, files, books, 
records and other data relating to the Business and the Purchased 
Assets;

(vi)	copies of good standing certificates in all jurisdictions 
where the Seller is qualified to do business in which ownership of the 
Purchased Assets or the conduct of the Business requires Seller to be so 
qualified;

(vii)	a certificate of the Secretary of the Seller, certifying as 
to the correctness and completeness of the Articles of Incorporation and 
Bylaws of the Seller, and all amendments thereto;

(viii)the Lease Agreement;

(ix)	the GHC Services Agreement;

(x)	the Acquisition Company Services Agreement; and

(xi)	such other documents or instruments as Purchaser or the 
Title Insurer may reasonably request to effect the transactions 
contemplated hereby.

All of the foregoing documents in this Section 8.3(a) shall be reasonably 
satisfactory in form and substance to Purchaser and shall be dated the Closing 
Date.

(b)	Purchaser shall deliver to Seller at the Closing the following 
items, duly executed by Purchaser where necessary to make them effective:

(i)	the amount of the Purchase Price payable at Closing as 
provided in Section 2.2;

(ii)	the Promissory Note;

(iii)	an officer's certificate substantially in the form set forth 
as Exhibit I attached hereto, stating that the preconditions specified 
in Section 7.1 (a), (b), (d), (e) and (f) have been satisfied;

(iv)	copies of all necessary third party and governmental 
consents, approvals, releases and filings required in order for 
Purchaser to effect the transactions contemplated by this Agreement; and

(v)	the Lease Agreement;

(vi)	the GHC Services Agreement;

(vii)	the Acquisition Company Services Agreement; and

		(viii)	such other documents or instruments as Seller 
reasonably may request to effect the transactions contemplated hereby.

All of the foregoing documents in this Section 8.3(b) shall be reasonably 
satisfactory in form and substance to Seller and shall be dated as of the 
Closing Date.

8.4	Possession. Simultaneously with the Closing, Seller shall take such 
reasonable steps as may be requisite to put Purchaser in actual possession and 
operating control of the Business and the Purchased Assets.

8.5	Nonassignable Contracts. To the extent that the assignment hereunder by 
Seller to Purchaser of the Contracts or any other rights is not permitted or 
is not permitted without the consent of any other party to the Contract, this 
Agreement shall not be deemed to constitute an assignment of any such Contract 
if such consent is not given or if such assignment otherwise would constitute 
a breach of, or cause a loss of contractual benefits under, any such Contract, 
and Purchaser shall assume no obligations or liabilities thereunder. Seller 
shall advise Purchaser promptly in writing with respect to any Contract which 
it knows, or has reason to know that it will not receive any required consent.  
Without in any way limiting Seller's obligation to obtain all consents 
necessary for the sale, transfer, assignment and delivery of the Contracts and 
the Purchased Assets to Purchaser hereunder, if any such consent is not 
obtained or if such assignment is not permitted irrespective of consent and 
the Closing hereunder is consummated, Seller shall cooperate with Purchaser in 
any reasonable arrangement designed by Purchaser to provide Purchaser with the 
rights and benefits, subject to the obligations, under the Contract, including 
reasonable enforcement for the benefit of Purchaser of any and all rights of 
Seller against any other person arising out of breach or cancellation by such 
other person.

ARTICLE 9

INDEMNIFICATION

9.1	Indemnification by Seller. (a) Seller agrees to and shall indemnify in 
full Purchaser and its officers, directors, employees, agents, shareholders 
and partners (collectively, the "Purchaser Indemnified Parties") and defend 
and hold them harmless against any loss, liability, deficiency, damage, 
expense or cost (including reasonable legal expenses) (collectively, 
"Losses"), that Purchaser Indemnified Parties may suffer, sustain or become 
subject to, as a result of (i) any misrepresentation in any of the 
representations or breach of any of the warranties of Seller contained in this 
Agreement or in any exhibits, schedules, certificates or other agreements or 
documents delivered or to be delivered pursuant to the terms of this Agreement 
or otherwise incorporated in this Agreement (collectively, the "Related 
Documents"), (ii) any breach of, or failure to perform, any agreement or 
covenant of Seller contained in this Agreement or any of the Related 
Documents, (iii) any claims, losses, costs or expenses related to any products 
of Seller sold on or prior to the Closing Date (other than warranties, charge 
backs or customer adjustments which are Excluded Liabilities as provided for 
in Section 1.4 hereof), (iv) any Excluded Liabilities, other than any 
liabilities relating to environmental matters which shall be subject to 
Section 9.1(b) below, (v) any claims, losses, costs or related expenses 
(including the reasonable attorneys' fees) resulting from or arising from the 
rights of any creditors of Seller pursuant to any bulk sales laws which may 
apply as a result of the sale of the Purchased Assets to Purchaser, or (vi) 
any claim, liability or contingent liability arising out of the operations of 
the Seller prior to the Closing Date disclosed on any schedule hereto, 
including, but not limited to, any amounts owed with respect to litigation, 
employment disputes or severance obligations (collectively, "Purchaser 
Losses"). Notwithstanding the foregoing, the parties agree that Seller shall 
not have any liability to Purchaser as a result of the breach of any 
representation or warranty to the extent that Purchaser knew the 
representation or warranty was untrue or incorrect prior to the Closing Date.

(b)	Notwithstanding the foregoing, any indemnification by Seller with 
respect to any misrepresentation or breach of any of the warranties of Seller 
contained in Section 3.19 of this Agreement shall be enforceable only with 
respect to any loss, liability, deficiency, damage, expense or cost (including 
reasonable legal expenses) incurred by Purchaser as a result of Purchaser 
being ordered or requested, either by an agency, branch, division or 
department of the State of Indiana, the United States, or any local or 
municipal government entity, to investigate, clean-up, remove, remediate, 
reduce or secure Hazardous Substances on, under, released from, removed from 
or disposed of with respect to the Terre Haute Real Estate or pay any damages 
in connection therewith, including where such order or request arises from or 
is related to a condition or conditions on, under or in relation to the Terre 
Haute Real Estate discovered by or on behalf of Purchaser, or brought to 
Purchaser's attention, other than solely as a result of any voluntary or 
independent investigation by Purchaser where no law or regulation requires 
such investigation or no perceived threat or actual threat of imminent harm 
gave rise thereto, and which condition or conditions are required by law to be 
reported by Purchaser to any agency, branch, division or department of the 
State of Indiana, the United States, or any local or municipal government 
entity pursuant to Environmental Laws ("Government Order"), and Seller shall 
not be required to indemnify Purchaser for any expenditures for any 
remediation or clean-up or partial remediation or clean-up conducted other 
than pursuant to a Government Order, and provided further, that any such 
remediation or clean-up or partial remediation or clean-up for which Purchaser 
is entitled to be indemnified hereunder shall be conducted in a manner 
consistent with any such Governmental Order or requirement. Purchaser shall 
give Seller written notice of receipt of any Government Order, or any written 
threat or proposal to issue a Government Order as soon as practicable but in 
any event within thirty (30) days of Purchaser's receipt of such Government 
Order or threat or proposal for such Government Order. Seller's obligation to 
indemnify Purchaser under this Section 9.1 with respect to any 
misrepresentation or breach of any of the warranties of Seller contained in 
Section 3.19 of this Agreement shall terminate and be unenforceable from and 
after the fifth anniversary of the Closing.

9.2	Indemnification by Purchaser. Purchaser agrees to indemnify in full 
Seller (the "Seller Indemnified Parties") and hold it harmless against any 
Losses which the Seller Indemnified Parties may suffer, sustain or become 
subject to as a result of (i) any misrepresentation in any of the 
representations or breaches of any of the warranties of Purchaser contained in 
this Agreement or in any of the Related Documents; (ii) any breach of, or 
failure to perform, any agreement of Purchaser contained in this Agreement or 
any of the Related Documents; or (iii) the Assumed Liabilities (collectively, 
"Seller Losses"). The parties agree that Purchaser shall not have any 
liability to Seller as a result of the breach of any representation or 
warranty to the extent that Seller knew the representation or warranty was 
untrue or incorrect prior to the Closing Date.

9.3	Method of Asserting Claims. As used herein, an "Indemnified Party" shall 
refer to a "Purchaser Indemnified Party" or "Seller Indemnified Party," as 
applicable, the "Notifying Party" shall refer to the party hereto whose 
Indemnified Parties are entitled to indemnification hereunder, and the 
"Indemnifying Party" shall refer to the party hereto obligated to indemnify 
such Notifying Party's Indemnified Parties.

(a)	In the event that any of the Indemnified Parties is made a 
defendant in or party to any action or proceeding, judicial or administrative, 
instituted by any third party for the liability or the costs or expenses of 
which are Seller Losses or Purchaser Losses, as the case may be (any such 
third party action or proceeding being referred to as a "Claim"), the 
Notifying Party shall give the Indemnifying Party prompt notice thereof. The 
failure to give such notice shall not affect any Indemnified Party's ability 
to seek reimbursement unless such failure has materially and adversely 
affected the Indemnifying Party's ability to defend successfully a Claim. The 
Indemnifying Party shall be entitled to contest and defend such Claim; 
provided, that the Indemnifying Party (i) has a reasonable basis for 
concluding that such defense may be successful and (ii) diligently contests 
and defends such Claim. Notice of the intention so to contest and defend shall 
be given by the Indemnifying Party to the Notifying Party within twenty (20) 
business days after the Notifying Party's notice of such Claim (but, in all 
events, at least five (5) business days prior to the date that an answer to 
such Claim is due to be filed). Such contest and defense shall be conducted by 
reputable attorneys employed by the Indemnifying Party. The Notifying Party 
shall be entitled at any time, at its own cost and expense (which expense 
shall not constitute a Loss unless the Notifying Party reasonably determines 
that the Indemnifying Party is not adequately representing or, because of a 
conflict of interest, may not adequately represent, any interests of the 
Indemnified Parties), to participate in such contest and defense and to be 
represented by attorneys of its or their own choosing. If the Notifying Party 
elects to participate in such defense, the Notifying Party shall cooperate 
with the Indemnifying Party in the conduct of such defense. Neither the 
Notifying Party nor the Indemnifying Party may concede, settle or compromise 
any Claim without the consent of the other party, which consent shall not be 
unreasonably withheld or delayed. Notwithstanding the foregoing, in the event 
the Indemnifying Party fails or is not entitled to contest and defend a claim, 
the Notifying Party shall be entitled to contest, defend and settle such 
Claim.

(b)	In the event any Indemnified Party should have a claim against any 
Indemnifying Party that does not involve a Claim, the Notifying Party shall 
deliver a notice of such claim with reasonable promptness to the Indemnifying 
Party. If the Indemnifying Party notifies the Notifying Party that it does not 
dispute the claim described in such notice or fails to notify the Notifying 
Party within thirty (30) days after delivery of such notice by the Notifying 
Party whether the Indemnifying Party disputes the claim described in such 
notice, the Loss in the amount specified in the Notifying Party's notice shall 
be conclusively deemed a liability of the Indemnifying Party and the 
Indemnifying Party shall pay the amount of such Loss to the Indemnified Party 
on demand. If the Indemnifying Party has timely disputed its liability with 
respect to such claim, a representative of each of the Indemnifying Party and 
the Notifying Party (or their respective designees) shall proceed in good 
faith to negotiate a resolution of such dispute, and if not resolved through 
the negotiations of such presidents or designees within sixty (60) days after 
the delivery of the Notifying Party's notice of such claim, such dispute 
(except for any such dispute which gives rise or could give rise to equitable 
relief under this Agreement) shall be resolved fully and finally in Chicago, 
Illinois by an arbitrator selected pursuant to, and an arbitration governed 
by, the Commercial Arbitration Rules of the American Arbitration Association. 
The arbitrator shall resolve the dispute within thirty (30) days after 
selection and judgment upon the award rendered by such arbitrator may be 
entered in any court of competent jurisdiction.

9.4	Limitation on Indemnities. Any provision of this Agreement to the 
contrary notwithstanding, no Claim for indemnification by any Party against 
another Party shall be valid and assertible unless and until the aggregate 
amount of all Claims exceeds Thirty Thousand Dollars ($30,000) (the "Basket 
Amount"), and then only for the amount by which such claims for indemnity or 
damages exceed the Basket Amount; provided, however, that any provision of 
this Agreement to the contrary notwithstanding, the dollar limitations set 
forth in this Section 9.4 shall not apply to any Claim relating to Seller's 
obligations with respect to Taxes or with respect to any Purchase Price 
Adjustment provided for in Section 2.2 hereof. The obligations of Seller to 
indemnify Purchaser under this Agreement shall not exceed $6,200,000.

9.5	Adjustment for Insurance and Taxes. The amount which an Indemnifying 
Party is required to pay to, for or on behalf of any Indemnified Party 
pursuant to this Article 9 shall be adjusted (a) by any insurance proceeds 
actually recovered by or on behalf of such Indemnified Party reduction of the 
related Losses and (b) to take account of any tax benefit realized as a result 
of any Losses. Amounts required to be paid, as so reduced, are hereinafter 
sometimes called an "Indemnity Payment". If an Indemnified Party shall have 
received or shall have had paid on its behalf an Indemnity Payment in respect 
of any Losses and shall subsequently receive insurance proceeds in respect of 
such Losses, or realize any tax benefit as a result of such Losses, then the 
Indemnified Party shall pay to the Indemnifying Party the amount of such 
insurance proceeds or tax benefit or, if lesser, the amount of the Indemnity 
Payment.

9.6	Seller's Agreement to Close Frit Lagoon under RCRA. In addition to and 
without limiting its obligations under Section 9.3 of this Agreement, Seller 
agrees at its sole cost and expense to undertake any and all closure 
activities required by IDEM, EPA, or any other governmental agency or body 
with jurisdiction sufficient or required to obtain a closure letter or 
certificate, no further action letter, or equivalent indication that the 
relevant government authority presently intends not to require further 
remedial activity, with respect to RCRA closure of the frit lagoon and 
associated groundwater or other associated contamination described in part on 
page 12 of the Keramida Report as set forth on the Environmental Matters 
Schedule. Purchaser agrees to provide Seller and its contractors and 
consultants reasonable access to the Terre Haute Real Estate for the purpose 
of Seller conducting its activities under this Section 9.6. Seller agrees to 
conduct its activities under this Section 9.6 in a manner that (a) minimizes 
interference with Purchaser's use and operation of the Purchased Assets and 
(b) complies with applicable Environmental Laws; Seller otherwise shall 
conduct its activities under this Section under Seller's sole direction and 
control.

9.7	Seller's Responsibility for Asbestos. In addition to and without 
limiting its obligations under Section 9.3 of this Agreement, Seller agrees at 
its sole cost and expense to maintain the existing asbestos remediation 
program (the "Asbestos Program") which shall include removal, replacement and 
repair of existing asbestos located on the Terre Haute Real Estate. The 
parties agree that the Seller's financial responsibility for the Asbestos 
Program shall not exceed $5,000 per year for a period of four (4) years 
beginning as of the Closing Date.

ARTICLE 10

TERMINATION

10.1	Termination. This Agreement may be terminated at any time prior to the 
Closing:

(a)	by mutual written consent of Purchaser and Seller;

(b)	by either Purchaser or Seller if there has been a material 
misrepresentation or breach of warranty or breach of covenant on the part of 
the other party in the representations and warranties or covenants set forth 
in this Agreement and any such misrepresentation or breach, if capable of 
cure, is not cured within fifteen (15) days after written notice thereof to 
such other party, or if events have occurred which have made it impossible to 
satisfy a condition precedent to the terminating party's obligations to 
consummate the transactions contemplated hereby (other than as a result of any 
willful act or omission by the terminating party);

(c)	by either Purchaser or Seller if the transactions contemplated 
hereby have not been consummated by April 15, 1998; provided, that neither 
Purchaser nor Seller shall be entitled to terminate this Agreement pursuant to 
this subsection (c) if such party's willful breach of this Agreement, 
respectively, has prevented the consummation of the transactions contemplated 
hereby; or

(d)	by either Purchaser or Seller in the event that any final court 
order or decree enjoins the consummation of the transaction contemplated 
hereunder.

10.2	Effect of Termination. In the event of termination of this Agreement as 
provided above, this Agreement shall forthwith become void, and there shall be 
no liability on the part of Seller or Purchaser, except for willful breaches 
of this Agreement prior to the time of such termination and except for the 
provisions of Section 11.7.

10.3	Effect of Closing. Seller and Purchaser shall be deemed to have waived 
their respective rights to terminate this Agreement upon the completion of the 
Closing. No such waiver shall constitute a waiver of any other rights arising 
from the non-fulfillment of any condition precedent set forth in Article 6 or 
7 unless such waiver is made in writing.

ARTICLE 11

ADDITIONAL AGREEMENTS

11.1	Survival. The representations, warranties, covenants and agreements set 
forth in this Agreement or in any writing delivered to Purchaser or Seller in 
connection with this Agreement shall survive the Closing Date and the 
consummation of the transactions contemplated hereby for a period of three (3) 
years and shall not be affected by any examination made for or on behalf of 
Purchaser or Seller, the knowledge of any of Purchaser's or Seller's officers, 
directors, shareholders, employees or agents, or the acceptance by Purchaser 
or Seller of any certificate or opinion; provided, however, that the 
representations, warranties, covenants and agreements made with respect to 
Sections 3.6, 3.8 and 3.15 hereof shall survive until the applicable statute 
of limitations has expired and the representations, warranties, covenants and 
agreements made with respect to Section 3.19 hereof shall survive for a period 
of five (5) years from the date hereof.

11.2	Mutual Assistance. Subsequent to the Closing, Seller on the one hand and 
Purchaser on the other, at their own cost, shall assist each other (including 
making records available) in the preparation of their respective tax returns 
and the filing and execution of tax elections, if required, as well as any 
audits or litigation that may ensue as a result of the filing thereof, to the 
extent that such assistance is reasonably requested.

11.3	Press Release and Announcements. No press release related to this 
Agreement or the transactions contemplated hereby, or other announcements to 
the employees, customers or suppliers of Seller, shall be issued without the 
joint approval of Purchaser and Seller. No other public announcement related 
to this Agreement or the transactions contemplated hereby shall be made by 
either party, except as required by law, in which event the parties shall 
consult as to the form and substance of any such announcement required by law.

11.4	Expenses. Each party shall pay all of its expenses in connection with 
the negotiation of this Agreement, the performance of its obligations 
hereunder and the consummation of the transactions contemplated by this 
Agreement. Seller shall pay the cost of recording all documents necessary to 
place record title to the Purchased Assets in the condition warranted by or 
required of Seller by this Agreement.

11.5	Further Transfers. After the Closing, Seller shall, and shall cause its 
affiliates to, execute and deliver such further instruments of conveyance and 
transfer and take such additional action as Purchaser may reasonably request 
to effect, consummate, confirm or evidence the transfer to Purchaser of the 
Purchased Assets. Seller shall execute such documents as may be necessary to 
assist Purchaser (or its designees) in preserving or perfecting its rights in 
the Purchased Assets.

11.6	Transition Assistance. From the date hereof and until five (5) years 
after the Closing, Seller shall not in any manner take any action which is 
designed, intended or might be reasonably anticipated to have the effect of 
discouraging customers, suppliers, lessors, employees, sales agents and other 
business associates from maintaining the same business relationships with 
Purchaser after the date of this Agreement as were maintained with Seller 
prior to the date of this Agreement.

11.7	Confidentiality. If the transactions contemplated by this Agreement are 
not consummated, Purchaser shall maintain the confidentiality of all non-
public information and materials received by it, and Purchaser shall return to 
Seller or destroy any materials (and copies thereof) obtained from Seller in 
connection with the transactions contemplated hereby. Whether or not the 
transactions contemplated hereby are consummated, Seller shall maintain the 
confidentiality of all information and materials regarding Purchaser and its 
affiliates, reasonably designated as confidential by Purchaser. If the 
transactions contemplated by this Agreement are consummated, Seller shall 
maintain the confidentiality of all proprietary and other non-public 
information regarding the Business and the Purchased Assets and shall turn 
over to Purchaser all such materials in their possession.

11.8	Non-Compete; Non-Solicitation.

(a) Although it is understood among the parties that Seller desires to 
no longer engage in business operations similar to that of the Business, as an 
additional inducement to Purchaser to enter into and to perform its 
obligations under this Agreement, Seller and each officer and director of the 
Seller agrees that, for a period of five (5) years after the Closing Date (the 
"Non-Competition Period"), Seller shall not in the United States or in any 
foreign country in which Seller currently does business, directly or 
indirectly, either for itself or any other person or entity, own, manage, 
control, participate in, permit its name to be used by, consult with, render 
services for or otherwise assist in any manner any entity that owns, manages, 
controls or engages in the business of manufacturing, selling or distributing 
porcelain on steel products or products that perform a similar function at 
similar price points to products of the Business; provided, however, Seller 
may (i) manufacture, sell or distribute porcelain on steel tea kettles; (ii) 
sell porcelain on steel products or products that perform a similar function 
at similar price points to products of the Business through the Seller's own 
retail stores located at outlet malls throughout the United States; or (iii) 
inventory not purchased by Purchaser.

(b)	Seller agrees that for a period of two (2) years after the 
Closing, it shall not directly or indirectly offer employment to or hire any 
current or future employee or sales agent of the Business without the prior 
written consent of Purchaser.

(c)	Purchaser agrees that for a period of two (2) years after the 
Closing, it shall not directly or indirectly offer employment to or hire any 
current employee or sales agent of the Seller, who does not work in or provide 
services for or related to the Business without the prior written consent of 
Seller.

(d)	If, at the time of enforcement of this Section 11.8, a court shall 
hold that the duration, scope or area restrictions stated herein are 
unreasonable under circumstances then existing, the parties agree that the 
maximum duration, scope or area reasonable under such circumstances shall be 
substituted for the stated duration, scope or area.

(e)	Seller recognizes and affirms that in the event of breach of it of 
any of the provisions of this Section 11.8 money damages would be inadequate 
and neither Purchaser nor Seller would have any adequate remedy at law. 
Accordingly, Seller and Purchaser agree that the other party shall have the 
right, in addition to any other rights and remedies existing in its favor, to 
enforce its rights and the obligations under this Section 11.8 by an action or 
actions for specific performance, injunction and/or other equitable relief 
without posting any bond or security to enforce or prevent any violations, 
whether anticipatory, continuing or future, of the provisions of this Section 
11.8, including, without limitation, the extension of the Non-Competition 
Period by a period equal to (i) the length of the violation of this Section 
11.8 plus (ii) the length of any court proceedings necessary to stop such 
violation. In the event of a breach or violation by Seller of any of the 
provisions of this Section 11.8, the running of the Non-Competition Period, 
but not of Seller's obligations under this Section 11.8, shall be tolled 
during the period during which the occurrence of any such breach or violation 
is investigated and during the continuance of any such breach or violation.

11.9	Specific Performance. Seller acknowledges that the Business and the 
Purchased Assets are unique and recognizes and affirms that in the event of a 
breach of this Agreement by Seller, money damages would be inadequate and 
Purchaser would have no adequate remedy at law. Accordingly, Seller agrees 
that Purchaser shall have the right, in addition to any other rights and 
remedies existing in its favor, to enforce its rights and Seller's obligations 
hereunder by an action or actions for specific performance, injunction and/or 
other equitable relief, without posting any bond or security.

11.10	Remittances. All remittances, mail and other communications relating to 
the Purchased Assets or the Business received by Seller or the officers and 
directors of the Seller, at any time after the Closing Date shall be 
immediately turned over to Purchaser by such parties. Seller shall cooperate 
with Purchaser, and take such actions as Purchaser reasonably requests, to 
assure that customers of the Business send their remittances directly to 
Purchaser, and to assure that remittances from customers of the Business which 
are improperly sent to Seller are not commingled with Seller's assets and are 
turned over to Purchaser.

11.11	Reasonable Efforts To Consummate Closing Transactions. On the terms and 
subject to the conditions contained in this Agreement, Seller and Purchaser 
each agrees to use all reasonable efforts to take, or to cause to be taken, 
all reasonable actions, and to do, or to cause to be done, all reasonable 
things, necessary, proper or advisable under applicable laws and regulations 
to consummate, as soon as reasonably practicable, the Closing, including the 
satisfaction of all conditions thereto set forth herein.

11.12	Employees and Agents of Seller. Purchaser is under no legal obligation 
to employ any personnel presently employed by Seller. Prior to the Closing 
Date, Purchaser may, but shall not be required to, offer employment to such 
persons currently employed by Seller as Purchaser in its sole discretion shall 
determine. Purchaser shall have the absolute right to establish all terms and 
conditions of employment, including wages, benefits and benefit plans, for any 
employees of Seller to whom it chooses to make an offer of employment to be 
employed by Purchaser. Except for as described on Schedule 11.12 hereto, it is 
expressly agreed that Purchaser is not bound to assume, implement or continue 
any wages, terms and conditions of employment, benefits or benefit plans which 
may currently exist for Seller's employees. All such offers of employment 
shall be on the terms and conditions established by Purchaser and shall be 
contingent upon employment commencing with Purchaser only following the 
Closing Date.  Seller agrees not to discourage any individuals who are offered 
employment or an agency relationship with Purchaser from accepting such 
employment or agency relationship with Purchaser.

11.13	Transition Period License. To the extent any of Seller's trade names 
(not transferred to Purchaser pursuant to this Agreement) appear on any 
document, product or other materials used in the operation of the Business, 
including, without limitation, inventories, sales material, invoices and 
letterhead in existence on the Closing Date, Seller hereby grants to Purchaser 
royalty-free licenses to use such trade names on such documents, products or 
other materials for a reasonable term to allow an orderly transition of 
registered products and customers, not to exceed twelve (12) months.

11.14	Access to Records. Subsequent to Closing, Seller shall maintain in its 
possession and in tact all records not delivered to Purchaser pursuant hereto 
and relating to the Business at or prior to the Closing for a period of five 
(5) years. After the Closing and during such five (5) year period, Purchaser 
shall have reasonable access during normal business hours to all such records 
as Purchaser sees fit. Seller may, at its option, during such five (5) period, 
deliver any such records to Purchaser.

ARTICLE 12

MISCELLANEOUS

12.1	Amendment and Waiver. This Agreement may be amended, and any provision 
of this Agreement may be waived; provided that any such amendment or waiver 
shall be binding on Seller only if such amendment or waiver is set forth in a 
writing executed by Seller and that any such amendment or waiver shall be 
binding upon Purchaser only if such amendment or waiver is set forth in a 
writing executed by Purchaser. No course of dealing between or among any 
persons having any interest in this Agreement shall be deemed effective to 
modify, amend or discharge any part of this Agreement or any rights or 
obligations of any person under or by reason of this Agreement.

12.2	Notices. All notices, demands and other communications to be given or 
delivered under or by reason of the provisions of this Agreement shall be in 
writing and shall be deemed to have been given when personally delivered, 
mailed by first class mail, return receipt requested or delivered by a 
nationally recognized courier service. Notices, demands and communications to 
Seller or Purchaser shall, unless another address is specified in writing in 
accordance herewith, be sent to the address indicated below:

Notices to Seller

General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana  47804
Attention:  Paul Saxton
Chairman and CEO
Phone:	(812) 232-1000
Fax:		(812) 232-7016

with a copy to:

General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana  47804
Attention:  Raymond J. Kulla
General Counsel
Phone:	(812) 232-1000
Fax:		(812) 232-7016

Notices to Purchaser

D.R. Ryan, Jr.
21435 Prestwick
Barrington, Illinois  60010
Phone:	(847) 304-1335
Fax:		(847) 304-1337

with a copy to:

Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois   60601
Attention:  Lane R. Moyer, Esq.
Phone:	(312) 609-7586
Fax:		(312) 609-5005

12.3	Assignment. This Agreement and all of the provisions hereof shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective heirs, legatees, personal representatives, successors and permitted 
assigns (including all successors and assignees in the event of Seller's 
liquidation) as the case may be, but neither this Agreement nor any of the 
rights, interests or obligations hereunder of Seller shall be assignable by 
Seller without the prior written consent of Purchaser. Purchaser may assign 
this Agreement without restriction to any of its affiliates, existing as of 
the date hereof or in the future.

12.4	Severability. Whenever possible, each provision of this Agreement shall 
be interpreted in such manner as to be effective and valid under applicable 
law, but if any provision of this Agreement is held to be prohibited by or 
invalid under applicable law, such provision shall be ineffective only to the 
extent of such prohibition or invalidity, without invalidating the remainder 
of such provisions or the remaining provisions of this Agreement.

12.5	No Third Party Beneficiaries. Nothing in this Agreement, whether express 
or implied, is intended to confer any rights or remedies under or by reason of 
this Agreement on any other persons other than the parties hereto and their 
respective successors, permitted assigns, heirs, legatees and personal 
representatives, as the case may be, nor is anything in this Agreement 
intended to relieve or discharge the obligation or liability of any third 
persons to any party, nor shall any provision give any third parties any right 
of subrogation or action over or against any party. This Agreement is not 
intended to and does not create any third party beneficiary rights whatsoever.

12.6	No Strict Construction. The language used in this Agreement shall be 
deemed to be the language chosen by the parties hereto to express their mutual 
intent, and no rule of strict construction shall be applied against any 
person.

12.7	Captions. The captions used in this Agreement are for convenience of 
reference only and do not constitute a part of this Agreement and shall not be 
deemed to limit, characterize or in any way affect any provision of this 
Agreement, and all provisions of this Agreement shall be enforced and 
construed as if no caption had been used in this Agreement.

12.8	Complete Agreement. This document and the documents referred to herein 
contain the complete agreement between the parties and supersede any prior 
understandings, agreements or representations by or between the parties, 
written or oral, which may have related to the subject matter hereof in any 
way.

12.9	Counterparts. This Agreement may be executed in one or more 
counterparts, all of which taken together shall constitute one and the same 
instrument.

12.10	Governing Law. The internal law, not the law of conflicts, of the State 
of Illinois shall govern all questions concerning the construction, validity 
and interpretation of this Agreement and the performance of the obligations 
imposed by this Agreement.

12.11	Remedies Cumulative. Except as set forth in Section 9.3(b), all remedies 
of the parties provided herein shall, to the extent permitted by law, be 
deemed cumulative and not exclusive of any thereof or of any other remedies 
available to the parties, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained herein, 
and every remedy given herein or by law to any party hereto may be exercised 
from time to time, and as often as shall be deemed expedient, by such party.

12.12	Best Knowledge of Seller. The term "best knowledge of Seller" means the 
actual knowledge, without independent investigation, of the directors, 
officers and salaried employees of Seller.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 
date first written above.

COLUMBIAN HOME PRODUCTS, LLC

By:	D.R. Ryan, Jr.
Its:	President

GENERAL HOUSEWARES CORP.

By:	Raymond J. Kulla
Its:	Vice President

EXHIBIT 2B
LEASE
between
COLUMBIAN HOME PRODUCTS, L.L.C.,
as Landlord
and
GENERAL HOUSEWARES CORP.,
as Tenant
1536 Beech Street
Terre Haute, Indiana
Dated as of March 31, 1998

LEASE

This Lease ("Lease") is made and entered into as of this 31st day of March, 
1998, by and between COLUMBIAN HOME PRODUCTS, L.L.C., an Illinois limited 
liability company ("Landlord", and sometimes referred to herein as 
"Columbian"), and GENERAL HOUSEWARES CORP., a Delaware corporation ("Tenant", 
and sometimes referred to herein as "General Housewares"). Landlord and Tenant 
mutually covenant and agree as follows:

W I T N E S S E T H

WHEREAS, pursuant to that certain Asset Purchase Agreement dated  March 31, 
1998 (the Asset Purchase Agreement), Landlord acquired from Tenant 
substantially all of the assets and properties of Tenant related to Tenant's 
business of manufacturing, distributing and selling Porcelain on Steel 
Cookware including, but not limited to, that certain real property more 
particularly described on Exhibit A attached hereto and made a part hereof 
(the "Premises");

WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from 
Landlord approximately 25,597 square feet of front office space and 
approximately 22,852 square feet of warehouse space in the building commonly 
known as 1536 Beech Street, Terre Haute, Indiana (the "Building"), as depicted 
on the plan attached hereto at Exhibit B and made a part hereof, together with 
all rights, privileges and appurtenances thereto (collectively, the "Demised 
Premises");

WHEREAS, as of the date hereof and in connection with this Lease, Landlord and 
Tenant have entered into that certain GHC Transitional Services Agreement (the 
"Services Agreement") pursuant to which Landlord shall pay to Tenant certain 
amounts for the performance of certain services as set forth in the Services 
Agreement, which payments shall be made to Tenant quarterly as set forth in 
the Services Agreement Payment Schedule attached hereto as Schedule I; and

WHEREAS, as of the date hereof and in connection with this Lease, Landlord has 
made that certain Promissory Note in the principal amount of $1.3 Million 
payable to the order of Tenant (the "Promissory Note"), which payments shall 
be made annually as set forth in the Note Payment Schedule attached hereto as 
Schedule II.

ARTICLE I
GRANT

1.01 Landlord, for and in consideration of the rents herein reserved and the 
covenants and agreements herein contained which are to be performed by Tenant, 
hereby leases to Tenant, and Tenant hereby leases from Landlord the Demised 
Premises.

1.02 Tenant is hereby granted (i) the exclusive right to use, during the term 
of this Lease the parking area designated on Exhibit C attached hereto (the 
"Parking Area") to provide parking for Tenant and its employees, agents, 
customers, licensees, invitees and/or guests subject to and in accordance with 
Article XVI hereof, and (ii) the non-exclusive right to use any sidewalks, 
walkways, driveways and/or private roads located on the Premises which provide 
access to the Demised Premises.

1.03 "Tenant's Proportionate Share" shall mean the Demised Premises' allocable 
share of the Taxes (as hereinafter defined) as reflected on Tenants books and 
records for 1997.

ARTICLE II
TERM

2.01 The term of the Lease shall commence on April 1, 1998 (the "Commencement 
Date") and terminate on March 31, 2005 (the "Termination Date"), unless sooner 
terminated or extended as hereinafter provided.

2.02 From and after April 1, 2003, Landlord or Tenant may contact the other 
concerning the possible extension of the term of this Lease. Nothing herein 
shall obligate Landlord or Tenant to enter into an extension of the term of 
this Lease.

2.03 So long as Tenant is not in default beyond the applicable notice and cure 
periods under the covenants and agreements of this Lease, Tenant's quiet and 
peaceable enjoyment of the Demised Premises shall not be disturbed or 
interfered with by Landlord or by any person claiming by, through or under 
Landlord.

ARTICLE III
RENT

3.01 Tenant shall pay to Landlord as base rent ("Rent") the following sums:

(a) for the period beginning on the Commencement Date and ending on March 31, 
1999, Rent shall be calculated at a rate of $5.17 per square foot for the 
front office space and $2.00 per square foot for the warehouse space for a 
total of $186,487.50, payable in quarterly installments of $15,540.63 each;

(b) for the period beginning April 1, 1999 and ending on March 31, 2005, Rent 
shall be calculated at a rate of $9.64 per square foot for the front office 
space and $2.00 per square foot for the warehouse space for a total of 
$292,464.88, payable annually;

(c) notwithstanding the foregoing, in no event shall Rent exceed (i) for the 
period beginning on the Commencement Date and ending on March 31, 1999, the 
amounts actually paid by Columbian to General Housewares pursuant to the 
Services Agreement and (ii) for the period beginning April 1, 1999 and ending 
on March 31, 2005, the amounts actually paid by Columbian to General 
Housewares pursuant to the Promissory Note. To the extent the obligations of 
Columbian under the Services Agreement or the Promissory Note are 
restructured, cancelled, modified, rejected, discharged or otherwise altered 
for any reason whatsoever including, but not limited to, a bankruptcy by 
Columbian, the obligation of General Housewares to pay Rent under this Lease 
shall be restructured, cancelled, modified, rejected, discharged or otherwise 
altered in like manner, but in no event shall such restructuring, 
cancellation, modification, rejection, discharge or alteration terminate or 
otherwise modify the terms and conditions of this Lease or otherwise affect 
any rights of General Housewares under this Lease.

3.02 The first quarterly installment, or a prorated portion thereof in the 
event the Commencement Date is not on the first day of the quarter, shall be 
paid to Landlord on the Commencement Date. Thereafter, (i) for the period 
beginning on the Commencement Date and ending on March 31, 1999, each 
quarterly installment shall be due and payable without notice or demand on the 
first day of each successive quarter and (ii) for the period beginning April 
1, 1999 and ending on March 31, 2005, each annual payment of Rent shall be due 
and payable without notice or demand on the March 31 of each successive year. 
All sums due Landlord hereunder (including Rent and additional rent as herein 
provided) shall be paid to Landlord at 1536 Beech Street, Terre Haute, 
Indiana, or at such other place as Landlord may hereafter designate in 
writing. All sums due Landlord shall be paid without deduction, set-off, 
discount or abatement, except as otherwise provided herein, in lawful money of 
the United States.

3.03 Tenant shall also pay, as additional rent, all costs, expenses and other 
payments which Tenant is required to pay in connection with the Demised 
Premises in accordance with the applicable provisions of this Lease. All  
amounts payable by Tenant as additional rent shall be payable as rent, without 
deduction or offset (except as otherwise provided herein). If Tenant fails to 
pay any amounts due according to this Section 3.03, Landlord will have all of 
the rights and remedies available to it on account of Tenant's failure to pay 
Rent pursuant to Article XIX hereof.

3.04 No security deposit shall be required of Tenant.

3.05 During the first twelve (12) months of the term of this Lease, Tenant 
shall have the right to offset against Rent payable hereunder all amounts due 
Tenant pursuant to the Services Agreement as set forth on Schedule I. From and 
after April 1, 1999, Tenant shall have the right to offset against Rent 
payable hereunder any sums due and payable to Tenant by Landlord under the 
Promissory Note.

ARTICLE IV
CONDITION OF DEMISED PREMISES;
PURPOSE AND USE

4.01 Neither promise of the Landlord to alter, remodel or improve the Demised 
Premises and/or the Building nor a representation respecting the condition of 
the Demised Premises and/or the Building has been made by or on behalf of 
Landlord to Tenant except to the extent expressly set forth herein or made a 
part hereof.

4.02 Tenant may use and occupy the Demised Premises for the conduct of its 
business as follows:

(a) the office portion of the Demised Premises for general office use and 
retail sales; and

(b) the warehouse portion of the Demised Premises for storage purposes 
including, but not limited to, the storage of inventory, office supplies, 
sales and marketing supplies, product samples and business records.

Tenant agrees not to use or permit the use of the Demised Premises, or any 
part thereof, in any manner inconsistent with the uses set forth in this 
Section 4.2 without the prior written consent of Landlord.

4.03 Tenant shall not use or occupy the Demised Premises, or permit the 
Demised Premises to be used or occupied, contrary in any material respects to 
any governmental statute, order, ordinance or regulation applicable thereto, 
or in any manner which would materially violate any certificate of occupancy 
affecting the same. Tenant shall not store, use, release, discharge, generate, 
manufacture, sell, treat, handle, transport, reuse, present, dispose of, 
expose or recycle on, in or under all or any portion of the Premises or the 
Demised Premises any hazardous substance, any highly flammable or explosive 
oils or fluids or any other item which would make void or voidable any 
insurance then in force with respect to the Premises or the Demised Premises. 
Tenant shall be responsible for the continuing compliance of the Demised 
Premises with respect to any governmental statute, order, ordinance or 
regulation applicable thereto during the term of this Lease.

4.04 Tenant shall not permit smoking within the Demised Premises.

4.05 Tenant shall not block or obstruct (i) any entrance or exit of the 
Demised Premises nor shall Tenant construct any structure which would impede 
passage through the Demised Premises or (ii) any electrical or mechanical 
equipment within the Demised Premises if blocking or obstructing such 
equipment would cause a violation of any governmental code or regulation or 
prohibit reasonable access to Landlord for servicing such equipment.

4.06 Tenant shall at all times abide by the structural floor loading limits of 
the Building which is 200 pounds per square foot.

ARTICLE V
TENANT'S PERSONAL PROPERTY

5.01 Landlord hereby acknowledges that Tenant has and shall retain title to 
all furniture, equipment, trade fixtures and all other personal property 
located on and/or placed on the Demised Premises by Tenant prior to or during 
the term of this Lease ("Tenant's Personal Property"). Tenant shall have the 
right to remove Tenant's Personal Property prior to the expiration of the term 
of this Lease or any renewal thereof, provided, however, Tenant shall repair 
any damage caused by or arising from such removal.

ARTICLE VI
TAXES

6.01 During the term of the Lease, Tenant shall pay to Landlord as additional 
rent Tenant's Proportionate Share of all real estate taxes and assessments 
(but not including (i) income or franchise taxes or any other taxes imposed 
upon or measured by Landlord's income or profits, unless the same shall be 
imposed in lieu of real estate taxes or (ii) real and personal property, taxes 
and assessments levied or assessed against or based on the value of any 
manufacturing equipment, furniture, fixtures or personal property of Landlord 
located on any portion of the Premises other than the Demised Premises), which 
are levied or assessed against the Premises (collectively, "Taxes").

6.02 Landlord shall keep or cause to be kept records of such Taxes in 
accordance with an appropriate system of accounts and accounting practices 
consistently maintained. Upon receipt of any tax bill in connection with the 
Demised Premises, Landlord shall promptly deliver to Tenant a statement or 
account setting forth the amount of Taxes due and Tenant shall pay such amount 
to Landlord within ten (10) days after Landlord delivers to Tenant such 
statement or account (the "Tax Statement") therefor.

6.03 Landlord shall keep and make available to Tenant or its representative in 
Landlord's office for a period of one (1) year after delivery of the Tax 
Statement, records in reasonable detail of Taxes for the period covered by 
such Tax Statement and shall permit Tenant's representative, at Tenant's cost 
and expense, to examine such records as may reasonably be required to verify 
such Tax Statement at reasonable times during business hours. Unless Tenant 
takes written exception to Landlord's Statement within sixty (60) days after 
Tenant's receipt of same, such Tax Statement shall be considered final and 
accepted by Tenant. In the event Tenant has overpaid its proportionate share 
of Taxes, Landlord shall credit any excess against Rent to be paid by Tenant 
in the following month or, if this Lease has expired or terminated, Landlord 
shall refund any excess to Tenant within thirty (30) days of Tenant's delivery 
of notice of such overpayment. Landlord's obligation to refund any excess 
shall survive the expiration or earlier termination of this Lease.

ARTICLE VII
UTILITIES AND SERVICES

7.01 Landlord shall cause the provider of electricity, water, sewer and any 
other utility to separately meter and bill Tenant for all such utilities used 
or consumed within the Demised Premises (the "Utilities"); any and all costs 
and expenses incurred in connection with the installation of any such meters 
in accordance with this Section 7.01 shall be shared by Landlord and Tenant 
equally. During the term of this Lease, Tenant shall pay directly to the 
applicable utility provider the cost of the Utilities separately metered and 
billed to Tenant.

7.02 Landlord shall be responsible for providing gas services to the Demised 
Premises and Tenant shall reimburse Landlord (such payment to be made as 
additional rent) any and all costs incurred by Landlord in connection with 
such gas services provided to the Demised Premises in accordance with this 
Section 7.02, such costs to be measured by a formula mutually agreed upon by 
Landlord and Tenant.

7.03 In the event any utility provider cannot separately meter and bill Tenant 
for any Utilities provided to the Demised Premises, Landlord shall install a 
sub-meter to measure such Utilities; any and all costs and expenses arising in 
connection with the installation of any such sub-meter shall be shared by 
Landlord and Tenant equally. Tenant shall pay to Landlord as additional rent 
Tenant's portion of the Utilities which are measured by any sub-meters 
installed by Landlord.

7.04 In the event any Utilities cannot be metered separately and such 
Utilities cannot be measured by a sub-meter, Tenant shall reimburse Landlord 
for the cost of any and all Utilities paid by Landlord, such cost to be 
measured by a formula mutually agreed upon by Landlord and Tenant.

7.05 Tenant shall be responsible for obtaining or providing at its sole cost 
and expense:

(a) janitor service and customary cleaning services to the Demised Premises;

(b) snow plowing services for the Parking Area and the sidewalks directly in 
front of the Demised Premises; and

(c) landscaping and mowing services for the strip of lawn area directly in 
front of the Parking Area.

Upon the request of Tenant, Landlord shall obtain or provide for Tenant the 
services set forth in this Section 7.05(b) and 7.05(c) and Tenant shall 
reimburse Landlord any and all costs and expenses incurred as a result 
thereof, such amount to be paid by Tenant as additional rent in accordance 
with Section 3.03 hereof.

7.06 Landlord shall be responsible for providing the following services to the 
Demised Premises and/or Parking Area, sidewalks, walkways, driveways and 
private roads, as applicable, located on the Premises:

(a) garbage pick-up;

(b) snow plowing, landscaping and mowing services (except as provided in 
Section 7.05 hereof); and

(c) security services for all portions of the Premises, including the Demised 
Premises.

Landlord shall provide, at its sole cost and expense, the services set forth 
in this Section 7.06(b) and 7.06(c). Tenant shall reimburse Landlord a portion 
of the cost and expense incurred by Landlord in connection with the provision 
of the services set forth in this Section 7.06(a) to the Demised Premises, 
such portion of the cost to be measured by a formula mutually agreed upon by 
Landlord and Tenant and paid by Tenant as additional rent in accordance with 
Section 3.03 hereof.

7.07 Landlord shall be responsible for providing heating, ventilation and air 
conditioning services (the "HVAC") to the Demised Premises. Tenant shall 
reimburse Landlord any and all costs incurred by Landlord for any services 
provided to the Demised Premises in accordance with this Section 7.07, such 
costs to be measured by a formula mutually agreed upon by Landlord and Tenant. 
Notwithstanding the contrary contained herein, Landlord shall use its best 
efforts to separate or cause the separation of the HVAC used or consumed in or 
with regard to the office portion and/or the warehouse portion of the Demised 
Premises such that any use of the HVAC shall be read by a separate meter or 
meters. In the event Tenant's use of the HVAC can be separately read by 
separate meter or sub-meter, Tenant shall reimburse Landlord in accordance 
with such reading. Any and all costs and expenses incurred in connection with 
the installation of a separate HVAC meter shall be shared by Landlord and 
Tenant equally.

7.08 Landlord shall keep or cause to be kept records of (i) Utilities which 
are not separately metered and billed to Tenant by the utility providers and 
(ii) the services described in Section 7.05 hereof, in accordance with an 
appropriate system of accounts and accounting practices consistently 
maintained.  Tenant shall reimburse Landlord within thirty (30) days after 
Landlord renders a statement or account therefor to Tenant. Landlord's 
records, accounts and accounting practices shall at all times be subject to 
the review and audit by Tenant or its representatives or agents. In no event 
shall Tenant be responsible for paying or reimbursing Landlord for any 
overhead, management, recordkeeping, accounting or legal fees or expenses 
incurred by Landlord in connection with the providing, billing or accounting 
of the utilities or services provided by Landlord pursuant to this Article 
VII.

ARTICLE VIII
INSURANCE

8.01 During the term of this Lease, Landlord shall procure and maintain 
insurance for the buildings, structures and improvements at any time situated 
upon the Demised Premises, the Parking Area and any sidewalks, walkways, 
driveways and/or private roads located on the Premises against loss or damage 
by fire, explosion, sprinkler leakage, windstorm, malicious mischief, 
vandalism, and all other normally insurable casualties insured by a full and 
complete extended coverage endorsement of not less than 100% of the full 
replacement value of such buildings, structures and improvements, with all 
proceeds of insurance to be payable to Landlord. During the term of this 
Lease, Landlord shall procure and maintain insurance insuring Tenant and 
Landlord from all claims, demands or actions for injury to or death of any 
person in an amount of not less than $2,000,000; for injury to or death of 
more than one person in any one accident to the limit of $2,000,000; and for 
damage to property in an amount of not less than $2,000,000 made by, or on 
behalf of, any person or persons, firm or corporation, arising from, related 
to or connected with any portion of the Premises other than the Demised 
Premises. The aforesaid insurance shall be in companies satisfactory to 
Tenant. The aforesaid insurance shall not be subject to cancellation by 
Landlord except after at least thirty (30) days' prior written notice to 
Tenant. The original insurance policies (or forms of Evidence of Insurance), 
together with satisfactory evidence of payment of the premiums thereon, shall 
upon written request be deposited with Tenant at the commencement of this 
Lease. If Landlord fails to obtain the aforesaid insurance in accordance with 
this Article VIII, Tenant may obtain such insurance for the Demised Premises 
in accordance with Article XX hereof.

8.02 During the term of this Lease, Tenant shall procure and maintain 
insurance insuring Landlord and Tenant from all claims, demands or actions for 
injury to or death of any person in an amount of not less than $2,000,000; for 
injury to or death of more than one person in any one accident to the limit of 
$2,000,000; and for damage to property in an amount of not less than 
$2,000,000 made by, or on behalf of, any person or persons, firm or 
corporation, arising from, related to or connected with the Demised Premises. 
The aforesaid insurance shall be in companies satisfactory to both Landlord 
and Tenant. The aforesaid insurance shall not be subject to cancellation by 
Tenant except after at least thirty (30) days' prior written notice to 
Landlord, and Landlord shall be named as an additional insured. The original 
insurance policies (or certificates thereof satisfactory to Landlord), 
together with satisfactory evidence of payment of the premiums thereon, shall 
upon written request be deposited with Landlord at the commencement of this 
Lease. If Tenant fails to obtain the aforesaid insurance in accordance with 
this Article VIII, Landlord may obtain such insurance for the Demised Premises 
in accordance with Article XX hereof.

8.03 Whenever any loss, cost, damage or expense resulting from fire, explosion 
or any other casualty or occurrence is incurred by either of the parties to 
this Lease in connection with the Demised Premises, and such party is then 
covered in whole or in part by insurance with respect to such loss, cost, 
damage or expense, then the party so insured hereby releases the other party 
from any liability it may have on account of such loss, cost, damage or 
expense to the extent of any amount recovered by reason of such insurance and 
waives any right of subrogation which might otherwise exist in or accrue to 
any person on account thereof; provided that such release of liability and 
waiver of the right of subrogation shall not be operative in any case where 
the effect thereof is to invalidate such insurance coverage or increase the 
cost thereof (however, in the case of increased cost the other party shall 
have the right, within thirty (30) days following written notice, to pay the 
increased cost thereupon keeping such release and waiver in full force and 
effect).

ARTICLE IX
MAINTENANCE AND REPAIR

9.01 Except as otherwise provided herein, Tenant shall keep the Demised 
Premises in the same condition and state of repair, ordinary wear and tear 
excepted, as existed at the time Tenant received possession. Tenant shall, at 
its sole cost and expense, maintain and promptly make all necessary repairs 
and replacements (other than structural or roof repairs) to the Demised 
Premises.

9.02 Landlord shall repair and maintain in good condition and, where 
appropriate, replace, at Landlord's sole cost and expense, the Parking Area, 
sidewalks, walkways, driveways and/or private roads located on the Premises, 
and all structural elements of the Demised Premises including, without 
limitation, the roof of the Building and the air conditioning units servicing 
the Demised Premises; provided, however, in the event the air conditioning 
units including, but not limited to, the compressors must be replaced, Tenant 
shall reimburse Landlord one half (1/2) of any cost or expense incurred by 
Landlord in connection therewith, unless such replacement is caused by the 
negligence of Landlord or Landlord's employee, agent or hired contractor, in 
which case Landlord shall pay the entire cost of such replacement.

9.03 The necessity for and adequacy of maintenance and repairs to any 
structures and improvements pursuant to this Article IX shall be measured by 
the standard which is appropriate for buildings, structures and improvements 
of similar construction and class.

ARTICLE X
MODIFICATIONS; SIGNS

10.01 Tenant, at its sole cost and expense, may make, without Landlord's 
consent and with no obligation to return the Demised Premises to its original 
condition, any alteration, modification or rearrangement (collectively, 
"Modifications"), to the Demised Premises, not affecting the structural
integrity of the Building or any of the major systems of the Building 
including, but not limited to, the electrical, heating, ventilating, air 
conditioning, mechanical and plumbing systems, provided such Modification is 
not in violation of any governmental building code or regulation.

10.02 Modifications affecting the structural integrity or major systems of the 
Building shall not be made by Tenant without the prior written consent of 
Landlord, which consent shall not be unreasonably withheld. If Tenant desires 
to make a structural or major systems Modification to the Demised Premises, 
notice of the type of structural or major systems Modification shall be 
delivered to Landlord at least sixty (60) days prior to the contemplated 
commencement of such action. Within forty-five (45) days of receipt by 
Landlord of the aforesaid notice from Tenant, Landlord shall by written notice 
to Tenant notify Tenant as to (i) whether Landlord consents to such structural 
or major systems Modification and (ii) if such structural or major systems 
Modification is consented to by Landlord, whether Landlord will require 
Tenant, with regard to the contemplated structural or major systems 
Modification, to return the Demised Premises to its original condition, less 
ordinary wear and tear, upon termination or expiration of the Lease. If Tenant 
receives timely notice from Landlord that the Demised Premises must be 
returned to its original condition, Tenant shall, at the termination or 
expiration of the Lease, return the Demised Premises, with regard to such 
structural or major systems Modification, to its original condition, less 
ordinary wear and tear. In any event, Tenant shall have the right to remove 
any structural or major systems Modification as it sees fit, provided Tenant 
returns the Demised Premises to its original condition.

10.03 Tenant, at its sole cost, may place signs on the Demised Premises, 
provided Tenant, at its sole cost, obtains all permits and approvals as may be 
necessary from any governmental bodies.

ARTICLE XI
TITLE; MECHANICS' LIENS

11.01 Tenant shall not permit or suffer to be filed or claimed against the 
interest of Landlord in the Demised Premises during the term of this Lease any 
lien or claim of any kind for services or materials furnished in connection 
with any Modification of the Demised Premises by Tenant, and if such lien be 
claimed or filed it shall be the duty of Tenant, within thirty (30) days after 
Tenant receives notice that a claim has been filed, or within thirty (30) days 
after Landlord has been given written notice of such claim and has transmitted 
written notice of the receipt of such claim to Tenant (whichever 30 day period 
expires earlier) to cause the Demised Premises to be released from such claim, 
either by payment or by the posting of a bond or by the payment into court of 
the amount necessary to relieve and release the Demised Premises from such 
claim or in any other manner which, as a matter of law, will result within the 
said period of thirty (30) days, in releasing Landlord and the title of 
Landlord from such claim.

ARTICLE XII
INDEMNIFICATION

12.01 Tenant agrees to protect, indemnify, defend and save Landlord and its 
beneficiaries, and their agents, servants or employees harmless from and 
against any and all liabilities, obligations, claims, damages, penalties, 
causes of action, costs and expenses (including, without limitation, 
reasonable attorneys' fees and expenses) imposed upon or incurred by or 
asserted against Landlord and its agents, servants or employees by reason of 
(a) any accident, injury to or death to persons or loss of or damage to 
property occurring on or about the Demised Premises or any part thereof or 
occurring in or about the Building and alleged to be due to any act or failure 
to act or any negligence or default under this Lease by Tenant, its 
contractors, agents or employees; (b) any failure on the part of Tenant to 
perform or comply with any of the terms of this Lease; (c) performance of any 
labor or services or the furnishing of any materials or property in respect to 
the Demised Premises or any part thereof by or at the direction of Tenant. In 
case any action, suit or proceeding is brought against Landlord by reason of 
any such occurrence, Tenant shall, at Tenant's expense, resist and defend such 
action, suit or proceeding, or cause the same to be resisted or defended by 
counsel approved by Landlord. This indemnity shall not apply to any 
liabilities, obligations, claims, damages, penalties, causes of action, costs 
and expenses resulting from the actions or omissions of Landlord, its 
employees or agents.

12.02 Landlord agrees to protect, indemnify, defend and save Tenant and its 
beneficiaries, and their agents, servants or employees harmless from and 
against any and all liabilities, obligations, claims, damages, penalties, 
causes of action, costs and expenses (including, without limitation, 
reasonable attorneys' fees and expenses) imposed upon or incurred by or 
asserted against Tenant and its agents, servants or employees by reason of (a) 
any accident, injury to or death to persons or loss of or damage to property 
occurring on or about the Demised Premises or any part thereof or occurring in 
or about the Building and alleged to be due to any act or failure to act or 
any negligence or default under this Lease by Landlord, its contractors, 
agents or employees; (b) any failure on the part of Landlord to perform or 
comply with any of the terms of this Lease; (c) performance of any labor or 
services or the furnishing of any materials or property in respect to the 
Demised Premises or any part thereof by or at the direction of Landlord. In 
case any action, suit or proceeding is brought against Tenant by reason of any 
such occurrence, Landlord shall, at Landlord's expense, resist and defend such 
action, suit or proceeding, or cause the same to be resisted or defended by 
counsel approved by Tenant. This indemnity shall not apply to any liabilities, 
obligations, claims, damages, penalties, causes of action, costs and expenses 
resulting from the actions or omissions of Tenant, its employees or agents.

ARTICLE XIII
CASUALTY

13.01 In the event the Demised Premises are made untenantable by fire, 
accident or other casualty (in any case, a "Casualty"), Landlord shall 
commence to repair, reconstruct and rehabilitate the Demised Premises and all 
buildings and improvements located thereon immediately prior to such Casualty 
within thirty (30) days from the date of such Casualty and use reasonable 
diligence to complete such repairs, reconstruction and rehabilitation.

13.02 Notwithstanding the provisions of Section 13.01 hereof, either party may 
terminate this Lease given by notice not later than thirty (30) days from the 
date of the Casualty if the Casualty affects more than fifty percent (50%) of 
the front office space of the Demised Premises and:

(a) a registered architect selected by Landlord and Tenant and licensed to do 
business in the State of Indiana should certify that such repairs and 
rehabilitations cannot be completed so as to make the Demised Premises 
tenantable within six (6) months from the date on which such repair and 
rehabilitation is commenced;

(b) if such repairs and rehabilitation can be completed within six (6) months 
as provided in (a) above and Landlord fails to use reasonable diligence to 
complete the repairs and rehabilitation of the Demised Premises and all 
buildings and improvements located thereon within the six (6) month period 
after such Casualty; or

(c) the Casualty occurs within six (6) months of the Termination Date.

13.03 If neither party elects to terminate this Lease pursuant to this Article 
XIII, Rent and all other sums payable by Tenant under this Lease shall be 
equitably reduced based on the proportion by which the square footage of the 
useable portion of the Demised Premises is reduced due to such Casualty as 
compared to the square footage of the Demised Premises prior to such Casualty, 
such rent reduction (i) to take into consideration the difference in the 
rental rate for the office portion and the warehouse portion of the Demised 
Premises and (ii) be effective as of the date of such Casualty until such time 
as the repair, reconstruction or rehabilitation of the Demised Premises is 
substantially complete.

13.04 In the event this Lease shall terminate pursuant to Sections 13.01 or 
13.02 hereof, Tenant shall have the right to collect and receive any and all 
insurance proceeds payable as a result of a Casualty under any insurance 
policy or policies procured and maintained by Tenant.

ARTICLE XIV
EMINENT DOMAIN

14.01 If all of the Demised Premises are taken by eminent domain or by 
conveyance in lieu thereof (in either case, a "Taking"), or if there is a 
Taking of more than fifty percent (50%) of the front office space of the 
Demised Premises and Tenant determines, in its sole discretion, that Tenant is
substantially unable to use the Demised Premises for its intended purposes, 
this Lease shall terminate as of the date of such Taking.

14.02 In the event of a Taking of less than fifty percent (50%) of the front 
office space of the Demised Premises, this Lease shall continue in full force 
and effect and Rent shall be equitably reduced based on the proportion by 
which the square footage of the Demised Premises is reduced as compared to the 
floor area of the Demised Premises prior to such Taking, such rent reduction 
(i) to take into consideration the difference in the rental rate for the 
office portion and the warehouse portion of the Demised Premises and (ii) be 
effective as of the date of the Taking.

14.03 Landlord reserves all rights to any and all awards and/or compensation 
for any Taking, and Tenant hereby assigns to Landlord any right Tenant may 
have to such award and/or compensation, and Tenant shall make no claim against 
Landlord or the condemning authority for such award and/or compensation, 
provided, however, Tenant shall have the right to claim and recover from the 
condemning authority for the termination of Tenant's leasehold interest, 
interference or interruption with Tenant's business, the Taking of Tenant's 
Personal Property and Tenant's moving expenses, provided any recovery by 
Tenant shall not reduce the award and/or compensation due Landlord in 
connection with such Taking.

ARTICLE XV
ASSIGNMENT AND SUBLETTING

15.01 This Lease shall not be assigned by Tenant unless Landlord shall have 
consented thereto in writing, which consent shall not be unreasonably 
withheld.

15.02 At any time and from time to time, Tenant may, without the consent of 
Landlord, sublet all or any portion of its interest in this Lease and the 
Demised Premises. In addition, notwithstanding anything to the contrary in 
Section 15.01 hereof, Tenant may, without the consent of Landlord, assign all 
of its right, title and interest in and to this Lease and the Demised Premises 
to (i) an entity which purchases all or substantially all of Tenant's assets 
used in connection with Tenant's operations at the Demised Premises or (ii) an 
entity which, directly or indirectly, controls or is under the control of 
Tenant. Any assignment of this Lease by Tenant shall not release Tenant from 
its obligations under this Lease.

ARTICLE XVI
PARKING

16.01 Tenant's right to use the Parking Area shall be subject to such 
reasonable and non-discriminatory rules and regulations as Landlord may from 
time to time impose upon all parking areas located on the Premises, provided, 
however, such rules and regulations shall not (i) impose or create any cost or 
expense for the use of the Parking Area by Tenant, (ii) reduce the number of 
allotted parking spaces in the Parking Area, or (iii) interfere with Tenant's 
intended use of the Demised Premises or Parking Area.

16.02 Landlord shall be responsible for and keep the Parking Area in the same 
condition and state of repair, ordinary wear and tear excepted, as existed at 
the Commencement Date and Landlord shall, at its sole cost and expense, 
promptly make all necessary repairs and replacements to the Parking Area. 
Landlord may, at any time, temporarily close any part of the Parking Area (i) 
to make such repairs and replacements or (ii) to do such other acts in and to 
the Parking Area as in its reasonable judgment may be necessary to improve the 
convenience of the Parking Area, provided, however, (a) Landlord shall make 
such repairs or improvements at reasonable times and upon reasonable notice 
(except in the case of an emergency when Landlord shall endeavor to give such 
notice, if any, as is possible under the circumstances), (b) Landlord shall 
use reasonable efforts to prevent any interruption of or unreasonable 
interference with Tenant's use of the Parking Area, and (c) such repairs or 
improvements shall not result in a reduction in the number of parking spaces 
allotted to Tenant in the Parking Area.

ARTICLE XVII
LANDLORD'S OBLIGATIONS

17.01 It shall be an obligation of Landlord under this Lease to make all 
payments to Tenant which are due and payable under the Services Agreement in 
accordance with Schedule I. Landlord hereby acknowledges that Landlord's 
obligation, as set forth in this Section 17.01, shall constitute an 
"obligation" within the meaning of Section 365(h)(ii) of the Bankruptcy Code.

17.02 It shall be an obligation of Landlord under this Lease to make all 
payments to Tenant which are due and payable under the Promissory Note in 
accordance with Schedule II. Landlord hereby acknowledges that Landlord's 
obligation, as set forth in this Section 17.02, shall constitute an 
"obligation" within the meaning of Section 365(h)(ii) of the Bankruptcy Code.

ARTICLE XVIII
RIGHTS RESERVED TO LANDLORD

18.01 Landlord shall have the following rights, exercisable without effecting 
eviction, constructive or actual, or giving rise to claim for setoff or 
abatement of Rent, and without liability to Tenant for damage or injury to 
property, person or business unless such damage or injury is caused by the 
negligence of Landlord or its employees or agents:

(i) To install, affix and maintain any and all signs on the Premises, 
provided, however, Landlord shall not install, affix and/or maintain any sign 
on the Demised Premises or the Parking Area without the prior written consent 
of Tenant, which consent shall not be unreasonably withheld.

(ii) To show the Demised Premises to prospective tenants during reasonable 
hours and upon oral or written prior notice to Tenant during the last twelve 
months of the term of this Lease.

(iii) To grant to anyone the exclusive right and privilege to conduct any 
business in the Building, and such exclusive right and privilege shall be 
binding upon Tenant, provided such exclusive right shall not operate to 
exclude Tenant from or otherwise interfere with or create a nuisance for 
Tenant in connection with its use of the Demised Premises.

(iv) To close the Building after regular working hours (which shall be Monday 
through Friday from 7:00 a.m. to 7:00 p.m. and Saturdays from 9:00 a.m. to 
1:00 p.m.) and on Sundays and holidays subject, however, to Tenant's right to 
admittance under such reasonable regulations as Landlord may prescribe from 
time to time on all parties using the Building, including Landlord and its 
officers, employees and agents. Notwithstanding the provisions of this Section 
18.01(iv), Tenant and its officers, employees and agents shall have twenty-
four (24) hour access to the Demised Premises.

ARTICLE XIX
DEFAULT AND REMEDIES

19.01 In case any of the following events shall happen:

(a) Tenant shall at any time fail to pay Rent or any additional rent or other 
monetary obligation under this Lease, and any such failure continues for five 
(5) days after written notice thereof to Tenant; or

(b) Tenant shall fail, whether by action or inaction, to perform or observe or 
be in default in any other of its covenants or agreements contained herein 
(besides those specified in the immediately preceding clause (a) above), and 
such failure shall continue for thirty (30) days after written notice thereof 
to Tenant specifying the default; provided, however, in the case of failure or 
default referred to in this clause (b) such that by its nature it cannot with 
due diligence and in good faith be cured within the thirty (30) days, Tenant's 
period of time to cure shall be extended for such period as shall be 
reasonably necessary to remedy the same using all due diligence and good 
faith, provided such period shall not exceed an additional thirty (30) days; 
or

(c) Tenant shall file a voluntary petition in bankruptcy or shall file any 
petition or answer seeking or acquiescing in any reorganization, arrangement, 
composition, readjustment, liquidation, dissolution or similar relief for 
itself under any present or future federal, state or other statute, law or 
regulation relating to bankruptcy, insolvency or other relief for debtors or 
Tenant is adjudicated as bankrupt or insolvent; or shall seek or consent to or 
acquiesce in the appointment of any trustee, receiver or liquidator of Tenant 
or of all or any substantial part of its property, or of any or all of the 
royalties, revenues, rents, issues or profits thereof, or shall make any 
general assignment for the benefit of creditors, or shall admit in writing its 
inability to pay its debts generally as they become due; or

(d) A court shall enter an order, judgment or decree approving a petition 
filed by third parties against Tenant seeking any reorganization, dissolution 
or similar relief under any present or future federal, state or other statute, 
law or regulation relating to bankruptcy, insolvency or other relief for 
debtors, and such order, judgment or decree shall remain unvacated and 
unstayed for an aggregate of sixty (60) days from the first date of entry 
thereof; or any trustee, receiver or liquidator of Tenant or of all or any 
substantial part of its property, or of any or all of the royalties, revenues, 
rents, issues or profits thereof shall be appointed without the consent or 
acquiescence of Tenant and such appointment shall remain unvacated and 
unstayed for an aggregate of sixty (60) days; then upon the occurrence of any 
of such events referred to in clauses (a), (b), (c), or (d) (an "Event of 
Default"), then Landlord may:

(i) terminate this Lease by giving written notice of termination to Tenant, in 
which event Tenant shall immediately surrender the Demised Premises to 
Landlord. If Tenant fails to so surrender the Demised Premises, then Landlord 
may without prejudice to any other remedy it has for possession of the Demised 
Premises or arrearages in Rent or other damages, re-enter and take possession 
of the Demised Premises and expel or remove Tenant and any other person 
occupying the Demised Premises or any part thereof, in accordance with 
applicable law; or

(ii) re-enter and take possession of the Demised Premises without terminating 
this Lease in accordance with applicable law, and relet the Demised Premises 
and apply the balance of rent and other sums received into the account of 
Tenant after payment of all reasonable expenses of Landlord including, but not 
limited to, repairs, changes, alterations, additions and the expenses of 
repossession and such reletting. In the event Landlord so re-enters and takes 
possession of the Demised Premises as set forth above, Landlord agrees to use 
reasonable efforts to relet the Demised Premises for a commercially reasonable 
rate at the time of such reletting. No reletting by Landlord is considered to 
be for Landlord's own account unless Landlord has notified Tenant in writing 
that this Lease has been terminated. In addition, no such reletting is to be 
considered an acceptance of Tenant's surrender of the Demised Premises unless 
Landlord so notifies Tenant in writing;

(iii) re-enter the Demised Premises without terminating the Lease and without 
being liable for any damages, whether caused by the negligence of Landlord or 
otherwise, and do whatever Tenant is obligated to do under the Lease. Tenant 
shall pay to Landlord, upon demand, the reasonable expenses paid by Landlord 
in satisfying Tenant's obligations under the terms of this Lease. Any sums so 
expended by Landlord shall bear interest at a rate the lower of (i) the 
highest rate then payable in the State of Indiana or (ii) 12% per annum from 
the date expended until the date Landlord is repaid; or

(iv) maintain Tenant's right to possession of the Demised Premises and enforce 
the provisions of this Lease by a suit or suits in equity or at law for the 
enforcement of any other appropriate legal or equitable remedy including, but 
not limited to, injunctive relief, and for recovery of all moneys due or to 
become due from Tenant under any of the provisions of this Lease.

19.02 Except to the extent that Landlord may have otherwise agreed in writing, 
no waiver by Landlord of any breach by Tenant of any of its obligations, 
agreements or covenants hereunder shall be deemed to be a waiver of any 
subsequent breach of the same or any other covenant, agreement or obligation; 
nor shall any forbearance by Landlord to seek a remedy for any breach by 
Tenant be deemed a waiver by Landlord of its rights or remedies with respect 
to such breach.

19.03 The rights herein given to receive, collect, sue for or distrain any 
rent or rents, moneys or payments, or to enforce the terms, provisions and 
conditions of this Lease, or to prevent the breach or nonobservance thereof, 
or the exercise of any such right or of any other right or remedy hereunder or 
otherwise granted or arising, shall not in any way affect or impair or toll 
the right or power of Landlord upon the conditions and subject to the 
provisions in this Lease expressed to terminate Tenant's right of possession 
because of the occurrence of an Event of Default.

19.04 Nothing contained in this Article XIX hereof shall limit or restrict the 
right of Tenant or its sellers, lessors, or lenders under Article V hereof to 
remove Tenant's Personal Property from the Demised Premises.

19.05 Landlord shall be deemed to be in default under this Lease if Landlord 
shall fail, whether by action or inaction, to perform or observe or be in 
default in any other of its covenants or agreements contained herein, and such 
failure shall continue for thirty (30) days after written notice thereof to 
Tenant specifying the default; provided, however, in the case of failure or 
default referred to in this Section 19.05 such that by its nature it cannot 
with due diligence and in good faith be cured within the thirty (30) days, 
Landlord's period of time to cure shall be extended for such period as shall 
be reasonably necessary to remedy the same using all due diligence and good 
faith, provided such period shall not exceed an additional thirty (30) days.

ARTICLE XX
RIGHT TO CURE

20.01 Landlord may, but shall not be obligated to, cure any Event of Default 
by Tenant specifically including, but not limited to, Tenant's failure to 
obtain insurance, make repairs, or satisfy lien claims and, whenever Landlord 
so elects, all costs and expenses paid by Landlord in curing such Event of 
Default including, but not limited to, reasonable attorneys' fees, shall be 
deemed additional Rent due on the next rent date after such payment, together 
with interest (except in the case of said attorneys' fees) at a rate the lower 
of (i) the highest rate then payable in the State of Indiana or (ii) 12% per 
annum from the date of the advance to the date of repayment by Tenant to 
Landlord.

20.02 In the event Landlord shall fail to perform any of its covenants or 
agreements contained herein and such failure shall continue for thirty (30) 
days after written notice thereof to Landlord specifying the default, Tenant 
may, but shall not be obligated to, cure any default by Landlord specifically 
including, but not limited to, Landlord's failure to obtain insurance or make 
repairs or maintain the Demised Premises, the Parking Area or the sidewalks, 
walkways, driveways and/or private roads located on the Premises and, whenever 
Tenant so elects, all costs and expenses paid by Tenant in curing such default 
including, but not limited to, reasonable attorneys' fees, shall be paid by 
Landlord to Tenant or, at Tenant's option, credited against the next 
installment of Rent payable by Tenant (except in the case of said attorneys' 
fees) at a rate the lower of (i) the highest rate then allowed in the State of 
Indiana or (ii) 12% per annum from the date of the advance to the date of 
repayment by Landlord to Tenant within thirty (30) days of the delivery of 
Tenant's notice thereof together with interest.

ARTICLE XXI
SURRENDER

21.01 Upon the termination of this Lease, whether by forfeiture, lapse of time 
or otherwise, or upon the termination of Tenant's right to possession of the 
Demised Premises, Tenant will at once surrender and deliver up the Demised 
Premises, together with all improvements and other property thereon which are 
the property of Landlord, to Landlord in good condition and repair, ordinary 
wear and tear excepted.

21.02 Upon the termination of the Lease whether by forfeiture, lapse of time 
or otherwise, or upon the termination of Tenant's right to possession of the 
Demised Premises, Tenant or Tenant's sellers, lessors or creditors may remove 
Tenant's Personal Property, provided that Tenant shall repair any injury or 
damage which may result from such removals.

21.03 Any holding over by Tenant of the Demised Premises after the expiration 
of this Lease shall not be deemed to extend the term of this Lease, but shall 
operate and be construed to be a tenancy from month to month upon the 
covenants and conditions set forth hereunder at the monthly rate of 150% of 
the Rent in effect during the last month of the term of this Lease payable in 
accordance with Article III hereof.

ARTICLE XXII
SUBORDINATION

22.01 This Lease and all rights of Tenant hereunder shall not be subject and 
subordinate to the lien or liens of any mortgage or mortgages now or at any 
time hereafter in force against the Demised Premises unless the holder of any 
such mortgage and Landlord shall execute and deliver to each other and Tenant, 
and Tenant shall execute and deliver to such holder and Landlord an instrument 
(a "Subordination and Nondisturbance Agreement") reasonably satisfactory to 
such holder and Tenant that provides in substance that, notwithstanding such 
subordination, this Lease and Tenant's rights hereunder shall not be 
terminated by reason of foreclosure of such mortgage so long as Tenant is not 
in default hereunder beyond any applicable cure period and Tenant shall, in 
the event any proceedings are brought for the foreclosure of any such mortgage 
or other financing documents made by Landlord covering the Demised Premises, 
attorn to the purchaser upon such foreclosure and recognize such purchaser as 
the Landlord under this Lease, but only upon the request of purchaser and the 
delivery by purchaser of evidence that purchaser shall not disturb Tenant's 
rights under this Lease.

ARTICLE XXIII
ESTOPPEL CERTIFICATES

23.01 Landlord and Tenant shall as of the time of possession and thereafter 
within ten (10) business days of written request by the other party execute, 
acknowledge and deliver a written statement certifying (if true) that Tenant 
has accepted the Demised Premises, that this Lease is unmodified and in full 
force and effect (or, if there have been modifications, that the same is in 
full force and effect as modified and stating the modifications), that the 
other party is not in default hereunder, the date to which Base Rent, 
additional rent and other charges have been paid in advance, if any, and such 
other accurate certifications as may reasonably be required by Landlord (or 
Landlord's mortgagee) or Tenant. It is intended that any such statement 
delivered pursuant to this Article XXIII may be relied upon by any prospective 
purchaser of the Building and Demised Premises, any mortgagee of the Building 
and Demised Premises, any assignee or sublessee of Tenant or any creditor of 
Tenant and their respective successors and assigns.

ARTICLE XXIV
PREPAYMENT

24.01 In the event (i) of the occurrence of an "Event of Default" pursuant to 
that certain Credit Agreement, dated as of March 31, 1998, between Harris 
Trust and Savings Bank, an Illinois banking corporation, and its successors or 
assigns (the "Bank") (the Credit Agreement or any loan agreement which 
replaces the Credit Agreement, collectively the "Credit Agreement"), and 
Landlord, which results in the Bank declaring the principal and interest due 
and payable under the Credit Agreement, (ii) of the exercise of any remedy by 
the Bank pursuant to Sections 9.2 or 9.3 of the Credit Agreement, (iii) the 
Bank provides notice that it will exercise any remedy pursuant to Section 9.2 
of the Credit Agreement, (iv) Landlord passes a resolution or declaration that 
it will file bankruptcy, or (v) Landlord fails to cure an "Event of Default" 
pursuant the Credit Agreement within any time period provided by the Bank, 
Tenant shall have the right to prepay to Landlord in full all Rent due under 
this Lease through the Termination Date by forgiving all amounts due under the 
Services Agreement and/or the Promissory Note. Landlord agrees to provide 
notice to Tenant promptly, but in any event within two (2) days upon Landlord 
becoming aware of any of the events referred to in (i) through (v) above.

ARTICLE XXV
MISCELLANEOUS

25.01 None of the covenants and agreements of this Lease to be kept and 
performed by either party shall in any manner be altered, waived, modified, 
changed or abandoned except by a written instrument, duly signed, acknowledged 
and delivered by the other party. No act or acts, omission or omissions or 
series of acts or omissions, or waiver, acquiescence or forgiveness by either 
party as to any default in or failure of performance, either in whole or in 
part, by Landlord or Tenant, as the case may be, or any of the covenants and 
agreements of this Lease, shall be deemed or construed to be a waiver by the 
other party of the right at all times thereafter to insist upon the prompt, 
full and complete performance by the other party of each and all the covenants 
and agreements set forth in this Lease thereafter to be performed in the same 
manner and to the same extent as the same are herein covenanted to be 
performed by Landlord and Tenant.

25.02 All notices, demands and other communications which may be or are 
required to be given by either party to the other under this Lease shall be in 
writing and shall be deemed given when delivered personally or by courier 
(both parties agree to acknowledge in writing the receipt of any notice 
delivered personally or by courier) or three (3) days after deposit in the 
United States registered or certified mail, postage prepaid, to the parties at 
the following addresses (or such other address for a party as shall be 
specified by like notice, provided that such notices of a change of address 
shall be effective only upon receipt thereof):

To Landlord:
Columbian Home Products, L.L.C.
1600 Beech Street
Terre Haute, Indiana 47804
Attention:

with a copy to:
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois 60601
Attention: Pearl A. Zager, Esq.

To Tenant:
General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana 47804
Attention: Paul Saxton

with a copy to:
General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana 47804
Attention: Raymond J. Kulla

25.03 Tenant shall permit Landlord and its authorized agents and 
representatives to enter the Demised Premises at all reasonable times and upon 
reasonable notice to Tenant for the purpose of inspecting and, upon the 
occurrence of an Event of Default and after the requisite notice, making any 
necessary repairs and performing any other work that may be necessary by 
reason of Tenant's failure to make any such repairs or perform any such work 
therein or thereon or Tenant's failure to commence the same after reasonable 
written notice from Landlord, provided Landlord shall use its best efforts to 
minimize interference with Tenant's business. Nothing shall imply any duty on 
Landlord's part to do any such work, and performance thereof by Landlord shall 
not constitute a waiver of Tenant's default in having failed to perform the 
same or an assumption of liability or obligation with respect thereto. 
Landlord shall use its best efforts to avoid any inconvenience, annoyance, 
disturbance, loss of business or other damage of Tenant by reason of making 
such repairs or the performance of any such work, or on account of bringing 
materials, tools, supplies or equipment into or through the Demised Premises 
during the course thereof.

25.04 Time is of the essence of this Lease, and all provisions herein relating 
thereto shall be strictly construed.

25.05 Landlord and Tenant hereby acknowledge that this Lease, the Services 
Agreement and the Promissory Note are integrally related, have arisen in 
connection with the Asset Purchase Agreement and would not have been entered 
into individually apart from the Asset Purchase Agreement.

25.06 Landlord and Tenant warrant and represent that there are no real estate 
brokers involved and that there are no commissions due to anyone arising out 
of this transaction. Landlord and Tenant agree to indemnify and hold each 
other harmless from any and all claims of any other brokers claiming through 
the indemnifying party in connection with this Lease.

25.07 The captions of this Lease are for convenience only and are not to be 
construed as part of this Lease or as defining or limiting in any way the 
scope or intent of the provisions hereof.

25.08 If any term or provision of this Lease shall to any extent be held 
invalid or unenforceable, the remaining terms and provisions of this Lease 
shall not be affected thereby, but each term and provision of this Lease shall 
be valid and be enforced to the fullest extent permitted by law.

25.09 This Lease shall be construed and enforced in accordance with the laws 
of the State of Indiana.

25.10 All of the covenants and agreements contained in this Lease shall 
extend, inure to and be binding upon the successors and assigns of the 
respective parties hereto, the same as if they were in every case specifically 
named, and wherever in this Lease reference is made to either of the parties 
hereto, it shall be held to include and apply to, wherever applicable, the 
successors and assigns of such party. Nothing herein contained shall be 
construed to grant or confer upon any person or persons, firm, corporation or 
governmental authority other than the parties hereto, their successors and 
assigns, any right, claim or privilege by virtue of any covenant and agreement 
in this Lease contained.

IN WITNESS WHEREOF, the parties have executed this Lease in duplicate the day 
and year first above written.

LANDLORD:

COLUMBIAN HOME PRODUCTS,
L.L.C., an Illinois limited liability company

By:	D.R. Ryan, Jr.
Its:	President

TENANT:

GENERAL HOUSEWARES CORP., a
Delaware corporation

By:	Raymond J. Kulla
Its:	Vice President

EXHIBIT A OF LEASE

(Premises)

EXHIBIT B OF LEASE

(Demised Premises)

EXHIBIT C OF LEASE

(Parking Area)

SCHEDULE I OF LEASE

Services Agreement Payment Schedule

SCHEDULE II OF LEASE

Note Payment Schedule

EXHIBIT 2C

INSTALLMENT PROMISSORY NOTE

$1,300,000.00					Dated:  March 31, 1998

FOR VALUE RECEIVED, COLUMBIAN HOME PRODUCTS, LLC, an Illinois limited 
liability company (the "Maker"), hereby promise to pay to the order of GENERAL 
HOUSEWARES CORP., a Delaware corporation or its successors and assigns 
("Holder"), at the address specified in Section 7 herein, or at such other 
place as Holder may direct, the principal sum of One Million Three Hundred 
Thousand Dollars ($1,300,000.00), plus interest, as provided herein.

1.	Principal Payments, Principal Reduction and Final Maturity; Prepayment.
(a)  The Maker shall pay to Holder the combined principal and interest 
amount of this Promissory Note in six (6) equal annual installments, 
each in the amount of $292,464.88 which shall be due beginning on April 
1, 1999 and on April 1 of each year thereafter until April 1, 2004 at 
which date the final payment of principal and interest shall be due. 
Interest will accrue as described in Section 2 below.

(b)  Except as otherwise provided herein, all unpaid principal and 
accrued and unpaid interest due and payable under this Note shall in any 
event become due and payable, and shall be paid by Maker, on March 31, 
2005.

2.	Interest. Interest on the unpaid principal balance existing from time to 
time shall accrue at a rate of nine percent (9%) per annum commencing on even 
date herewith provided that on and during the continuance of an Event of 
Default, the rate of interest shall be increased to 11%. Interest shall be 
compounded on a quarterly basis and shall be computed on the basis of a 360  
day year. Interest shall be payable in arrears, net of applicable withholding 
taxes if required by law, and interest payments shall be due on each day that 
a principal payment is due pursuant to Section 1(a) above.

3.	Method of Payment. The form of payment of both principal and interest 
shall be paid by Maker by an offset against the amounts owed pursuant to that 
certain Lease dated as of March 31, 1998 between Maker and Holder (the 
"Lease") during the second year through the seventh year of the term of such 
Lease so long as the Lease is in existence.

4.	Events of Default. Each of the following constitutes an "Event of 
Default" hereunder under this Note:

(a)  Principal of or interest on this Note is not paid within five (5) 
days after the due date thereof;

(b)(i)  Maker generally fails to pay, or admits in writing such Maker's 
inability to pay, debts as they become due; (ii) Maker applies for, consents 
to or acquiesces in the appointment of a trustee, receiver or other custodian 
for such Maker or any property or assets of Maker, or makes a general 
assignment for the benefit of creditors, or, in the absence of such 
application, consent or acquiescence, a trustee, receiver or other custodian 
is appointed for Maker or for a substantial part of the property or assets of 
Maker and is not discharged within sixty (60) days; or (iii) any bankruptcy, 
reorganization, debt arrangement, or other case or proceeding under any 
bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is 
commenced in respect of Maker and if such case or proceeding is not commenced 
by Maker it is consented to or acquiesced in by Maker or if such case or 
proceeding is not vacated, stayed or dismissed within sixty (60) days of such 
commencement;

(c)  Maker, without the express written consent of Holder, (i) conveys 
transfers, leases or otherwise disposes of all or substantially all of the 
assets of Maker (whether now or hereafter acquired), whether in a single 
transaction or a series of transactions; or (ii) merges or consolidates with 
any individual, partnership, joint venture, corporation (whether or not for 
profit), trust, unincorporated association, or any other entity or 
organization and Maker is not the surviving corporation of such merger; or

(d)  The occurrence of an "Event of Default" pursuant to that certain 
Credit Agreement dated as of March 31, 1998 (the "Credit Agreement") between 
Maker and Harris Trust and Savings Bank (the "Bank") which results in the Bank 
declaring the principal and interest due and payable under the Credit  
Agreement.

5.	Remedies Upon an Event of Default. If an Event of Default shall occur, 
then Holder may, at his option, exercise any one or more of the following 
rights and remedies:

(a)  The Holder may declare the entire unpaid amount of this Note to be 
immediately due and payable without presentment, demand, protest or notice of 
any kind, all of which the Maker expressly waives and such amount may 
immediately be used to prepay all amounts due under the Lease;

(b)  Holder shall be entitled to all of the rights and remedies in 
accordance with, and as provided by, the terms of this Note; and

(c) Holder may exercise from time to time any rights and remedies 
available to it under all applicable laws, including, without limitation, the 
Uniform Commercial Code as is in effect in the State of Illinois.

In addition, Holder shall be entitled to recover from Maker all costs and 
expenses, including reasonable attorneys' fees and court costs, incurred in 
enforcing his rights hereunder. The rights and remedies of Holder stated 
herein are cumulative to and not exclusive of any rights or remedies otherwise 
available to Holder.

6.	Assignability. This Note and the rights and obligations hereunder shall 
not be assignable or transferable, by operation of law or otherwise without 
the written consent of Holder and Maker.

7.	Notices. All notices, requests, demands and other communications under 
this Note shall be in writing and shall be deemed to have been duly given on 
the date of service if served personally on the party to whom notice is to be 
given, or on the date of receipt by the party to whom notice is to be given if 
transmitted to such party by facsimile, provided a copy is mailed as set forth 
below on date of transmission, or on the third day after mailing if mailed to 
the party to whom notice is to be given by registered or certified mail, 
return receipt requested, postage prepaid, to the following addresses (or such 
other addresses as are provided in writing by the parties hereto):

If to Maker:

General Housewares Corp.
1536 Beech Street
Terre Haute, Indiana  47804
Attn:  Raymond J. Kulla
Telephone: (812) 232-1000
Telecopier:(812) 232-7016

If to the Holder, to:

Columbian Home Products, LLC
c/o D.R. Ryan, Jr.
21435 Prestwick
Barrington, Illinois  60010
Telephone: (847) 304-1335
Telecopier:(847) 304-1337

In each case with a copy to:

Lane R. Moyer
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street, Suite 2500
Chicago, Illinois  60601
Telephone: (312) 609-7586
Telecopier:(312) 609-5005

8.	General.

(a)  Governing Law. This Note shall in all respects be governed by and 
construed in accordance with the laws of the State of Illinois without regard 
to conflicts of law principles.

(b)  No Waiver. Holder shall not (by act, delay, omission or otherwise) 
be deemed to have waived any of its rights or remedies hereunder, or any 
provision hereof, unless such waiver is in writing signed by Holder; and any  
such waiver shall be effective only to the extent specifically set forth 
therein; and a waiver by Holder of any right or remedy under this Note on any 
one occasion shall not be construed as a bar to or waiver of any such right or 
remedy which Holder would otherwise have had on any future occasion.

(c) Severability. Wherever possible, each provision of this Note which 
has been prohibited by or held invalid under applicable law shall be 
ineffective to the extent of such prohibition or invalidity, but such 
prohibition or invalidity shall not invalidate the remainder of such provision 
or the remaining provisions of this Note.

(d)  Successors and Assigns. Wherever in this Note reference is made to 
the Maker or Holder, such reference shall be deemed to include, as applicable, 
a reference to their respective successors and assigns, legatees, heirs, 
executors, administrators and legal representatives, as applicable, and, in 
the case of Holder, any future holder of this Note, in any case as permitted 
by this Note. The provisions of this Note shall be binding upon and shall 
inure to the benefit of such successors, assigns, holders, legatees, heirs, 
executors, administrators and legal representatives, as applicable.

(e)  Acknowledgment. The parties acknowledge that this Promissory Note and the 
Lease arise out of the same transaction, and it is the intent of the parties 
that in the event of bankruptcy of Maker, all amounts due under the Lease will 
offset amounts due under the Promissory Note. To the extent that the 
obligations under the Promissory Note are restructured, cancelled, modified, 
rejected, discharged or otherwise altered for any reason whatsoever, including 
but not limited to, a bankruptcy of Maker, the obligation of Maker to make 
payments under the Lease shall be restated, cancelled, modified, rejected, 
discharged or otherwise altered in a like manner.

IN WITNESS WHEREOF, the Maker has executed, acknowledged, sealed and delivered 
this Note as of the day and year first above written.

COLUMBIAN HOME PRODUCTS, LLC
an Illinois limited liability company

By:	D.R. Ryan, Jr.
Its:	President