SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                 _______________

                                    FORM 8-K

                                 CURRENT REPORT

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

                                 _______________


Date of Report (Date of earliest event reported) August 1, 1994


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


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


   Green Boulevard, Mexico, Missouri                                    65265   
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code: (314) 473-3626

                                   Page 1 of 3

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Item 2.   Acquisition or Disposition of Assets.

          Effective  August 1,  1994 (the  "Closing"),  the Registrant  acquired
substantially all  of the  assets and  assumed most  of the  liabilities of  the
refractory  operations  of  General  Refractories  Company  and  its  affiliated
companies (collectively  referred to as  "General").   These operations  include
nine plants in the United States, a plant near Toronto, Canada and a 49%  equity
interest in two Colombian refractories companies.

          In  addition  to   the  assumption  of  designated   liabilities,  the
Registrant paid General at Closing the $23,450,000  purchase price in cash.  The
purchase price had  been agreed upon by  the Registrant and General  after arm's
length negotiations.    The  purchase  price  was funded  by  the  borrowing  of
$25,000,000 from a  group of institutional lenders on July 29,  1994.  The notes
are unsecured  and have a  fixed interest rate  of 8.55%  per annum, with  semi-
annual  interest  payments  commencing  January  29,  1995.    Annual  principal
repayments  will  commence  July  29,  1996 and  continue,  in  accordance  with
amortization schedules attached to each note, through July 29, 2001.

          The acquisition  adds General's  basic and  silica refractory  product
lines  to   the  Registrant's  existing  refractory  products  and  expands  the
Registrant's sales  opportunities in  the steel,  non-ferrous and  international
markets.  The  Registrant intends to continue to  manufacture General's existing
products.

Item 7.   Financial Statements and Exhibits.

          (a)  Financial  Statements.  No  financial statements of  the acquired
business  of General  have been  provided as  the U.S. refractory  operations of
General have not been combined for financial reporting purposes for at least the
three most recently completed fiscal years and are not capable of  being audited
for the  most recently completed  fiscal year.   The  Registrant has  determined
after analyzing the financial books and records of the refractory operations  of
General that  there could be no  assurance that such  financial statements would
accurately reflect the financial condition, results of operations, cash flows or
changes in stockholder's equity for General's refractory operations.

          (b)  Pro Forma Financial  Information.  The Registrant  has determined
that it cannot  present accurate pro forma financial  information reflecting the
acquisition of General's refractory operations for the same reasons as set forth
in Item 7(a) hereof.

          (c)  Exhibits.  The following exhibits have been filed as part of this
report:

          2.1  Asset  Acquisition Agreement  dated July  11,  1994 by  and among
General Refractories  Company and certain  of its affiliates and  the Registrant
and certain of its affiliates.

          10.1 Note Purchase  Agreement dated July  28, 1994 by and  between the
Registrant and certain of its subsidiaries and the purchasers of the Notes.

                                       -2-

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                                   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.


                                   A. P. Green Industries, Inc.
                                           Registrant



                                   By    /s/ Gary L. Roberts
                                             Gary L. Roberts

                                   Vice President, Chief Financial
                                     Officer and Treasurer


Date:  August 12, 1994

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                                                                     Exhibit 2.1

                           ASSET ACQUISITION AGREEMENT

          THIS ASSET ACQUISITION AGREEMENT  (this "Agreement"), made as of  this
11th day of July, 1994, by and among GENERAL ACQUISITION CORPORATION, a Delaware
corporation  ("U.S.  Buyer"),  1086215  ONTARIO  INC.,  an  Ontario  corporation
("Canadian Buyer" and, collectively with  the U.S. Buyer, the "Buyers"), GENERAL
REFRACTORIES  COMPANY, a Pennsylvania  corporation ("GRC"), GENERAL REFRACTORIES
COMPANY OF OHIO, an Ohio corporation ("GRC-Ohio"),   GENERAL REFRACTORIES CO. OF
CANADA  LTD., a Canadian corporation ("GRC-Canada"), MAPLETON DEVELOPMENT, INC.,
an Ohio   corporation  ("Mapleton"), GRE HOLDING,  INC., a  Delaware corporation
("GRE  Holding"), and DYNAMIC  PRODUCTS CORPORATION, a  Pennsylvania corporation
("Dynamic")  (GRC, GRC-Ohio,  Mapleton, GRE  Holding and  Dynamic are  sometimes
herein referred to  individually as a  "U.S. Seller"  and collectively as  "U.S.
Sellers" and, collectively with GRC-Canada, the "Sellers," and individually  the
"Seller").

                                    RECITALS

          WHEREAS, each  of the Sellers  owns assets or operates  a refractories
business (collectively, hereinafter referred to as the "Business"); and

          WHEREAS, Sellers desire  to sell, assign, convey and  transfer to U.S.
Buyer and Canadian Buyer,  and U.S. Buyer and Canadian Buyer  desire to acquire,
certain assets relating  to the Business pursuant to the terms and conditions of
this Agreement including certain stock holdings owned by GRE  Holding in Empresa
de  Refractarios Colombianos S.A.  ("Empresa") and Materiales  Industriales S.A.
("Materiales" and collectively, the "Colombian Corporations"); and

          WHEREAS,  each of  the parties  hereto  desires to  set forth  certain
representations,  warranties,   covenants  and  indemnity  obligations,  and  to
establish certain  closing conditions, made to induce  the others to execute and
deliver this Agreement and to consummate the transactions contemplated hereby;

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


                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

          1.1  Description of Assets.  At  the Closing on  the Closing Date  (as
each term is defined  in Article 5 hereof), subject to  the terms and conditions
set forth in this Agreement, (i) each  of U.S. Sellers shall sell to U.S. Buyer,
and U.S. Buyer shall purchase from each of U.S. Sellers, and (ii) GRC-Canada 

                                       -1-

<PAGE>

shall sell to Canadian Buyer, and Canadian Buyer shall purchase from GRC-Canada,
all of the  following categories of assets and  properties of such Seller  as of
the Closing Date, free and clear of all liens, mortgages, security interests and
encumbrances  except Permitted Encumbrances (as hereinafter defined), whether or
not reflected on  the books and records of such Seller, unless excluded pursuant
to Section 1.2 below (collectively, the "Assets" and, with respect to the Assets
to be purchased by U.S. Buyer, the "U.S. Assets" and, with respect to the Assets
to be purchased by Canadian Buyer, the "Canadian Assets"):

               (a)  All inventory  of raw  materials, work-in-process,  finished
goods,  manufacturing supplies,  and  packaging  supplies  related  to  Sellers'
respective Businesses;

               (b)  All  notes receivable and  trade accounts receivable related
to Sellers' respective Businesses (it being understood that amounts due from any
related  party of a Seller shall be eliminated  by Sellers as of or prior to the
Closing Date except for any intercompany balance between GRC  and GRC-Canada and
the payable to RGP Holding, Inc. described in Section 1.3 of this Agreement);

               (c)  All  prepaid expenses,  deposits and  rights  to credits  or
refunds related  to  Sellers'  respective  Businesses  (other  than  income  tax
refunds,  prepaid taxes  and prepaid  insurance  under policies  not assumed  by
Buyers);
               (d)  All real  property and  improvements owned  by Sellers,  all
fixtures, machinery, equipment and conduits providing fire protection, security,
heat, exhaust, ventilation, air conditioning, electricity, light, plumbing, gas,
sewer and  water at each of the locations of such real property; all privileges,
rights, easements, hereditaments  and appurtenances to  such real property;  and
all of  Sellers' right,  title and interest  in and  to any streets,  alleys and
passages benefiting  or appurtenant  to such  real property,  including, without
limitation, with  respect to  U.S. Sellers, the  real property  and improvements
located at the addresses set forth on Schedule 1.1(d)(i) annexed hereto, and the
real property in  Middletown, Pennsylvania (the "Middletown Property"),  that is
currently owned by Dynamic and leased to GRC (but the ownership of which will be
transferred to U.S.  Buyer at Closing) and, with respect to GRC-Canada, the real
property  and  improvements located  at  the  addresses  set forth  on  Schedule
1.1(d)(ii)  annexed   hereto  (collectively,  the  "Real  Property");  provided,
however, that  at the  Closing, U.S.  Buyer will  lease to  GRC or its  designee
(which shall  be affiliated with GRC at the  Closing Date and thereafter through
the  term  of the  lease)  on a  rent-free  basis:   (i)   with  respect  to the
Middletown Property,  and for  so long as  U.S. Buyer or  any of  its affiliates
utilizes such property, 15,000  square feet of contiguous and enclosed space and
one office,  such space to be  used for the  storage of minerals,  machinery and
equipment and as an office; (ii) with respect to  the office building located in
Pittsburgh, Pennsylvania, one  office for the  use of GRC  for a period  of five
years  from  and after  Closing; and  (iii)  with respect  to the  Real Property
located in or  near Troup, Texas, 5,000  square feet of contiguous  and enclosed
space and one  office, such space to be  used for the storage of  minerals.  Any
services performed by U.S.  Buyer or any of its affiliates at the request of and
for GRC  or its affiliates  in connection with  the use of  the foregoing leased
premises by GRC or its affiliates (for example, forklift use, in/out movement of
pallets, etc.) shall be billed to GRC or its affiliated designee at competitive 

                                       -2-

<PAGE>

rates.  GRC or its affiliated designee shall not in any way  interfere with U.S.
Buyer's use of the  remainder of the premises, and Buyers  shall permit full and
free access and use  of such leased premises by GRC and its  affiliates.  GRC or
its affiliated designee understand that U.S. Buyer and its affiliates may vacate
the premises at Troup, Texas  at any time, at which time  such rent-free tenancy
shall terminate;

               (e)  Subject  to any required consents, Sellers' right, title and
interest in  and to all  leases of real  property used or  usable by Sellers  in
their respective Businesses including, without limitation,  with respect to U.S.
Sellers, the  leases of  real property described  on Schedule  1.1(e)(i) annexed
hereto and with respect to GRC-Canada, the leases of real property  described in
Schedule 1.1(e)(ii) annexed  hereto, together with all deposits relating thereto
(collectively, the "Real Property Leases");

               (f)  All  plant,  property  and  equipment  and   other  tangible
personal  property used  or usable  by Sellers  in their  respective Businesses,
including leasehold  improvements, furniture, furnishings,  machinery, vehicles,
kilns,  storage containers, tools,  manufacturing supplies and  office supplies,
and all related spare parts  and warranty rights relating thereto (collectively,
"Fixed Assets"); 

               (g)  Subject  to any required consents, Sellers' right, title and
interest  in and  to  all  leases of  machinery,  equipment,  vehicles or  other
tangible  personal  property used  or  usable  by  Sellers in  their  respective
Businesses including,  without limitation,  with respect  to  U.S. Sellers,  the
leases described on Schedule 1.1(g)(i) annexed hereto, and, with respect to GRC-
Canada, the leases described in  Schedule 1.1(g)(ii), together with all deposits
relating thereto (collectively, the "Personal Property Leases");

               (h)  Subject  to any required consents, Sellers' right, title and
interest in  and to  all  written bids,  sales orders,  sales contracts,  supply
contracts and  other contract rights  of Sellers related to  Sellers' respective
Businesses  except for  any contract  rights as  are specifically  identified as
excluded on Schedule 1.1(h) and  Schedule 13.22(a) annexed hereto (collectively,
the "Contract Rights");

               (i)  Sellers'  right, title  and interest  in and to  all service
marks,   trademarks,  trade   names,   logos,   patents,   copyrights,   license
arrangements, discoveries and other  know-how as more specifically  described in
Schedule  1.1(i) annexed hereto (collectively, "Intellectual Property"), and all
applications therefor, used  or usable in Sellers' respective  Businesses in the
United States or in Canada, whether or not registered; 

               (j)  All  designs,  models,  prototypes,  plans,  specifications,
drawings  and everything  related thereto;    all of  Sellers' sales  materials,
catalogs and advertising materials; all records and files pertaining to Sellers'
customers  and suppliers,  including without  limitation  customer and  supplier
lists, mailing  lists, sales  records, correspondence  with customers,  customer
files and  account histories, and  records of purchases from  and correspondence
with suppliers;  and all business  records, financial records (other  than those
relating  to  income taxes  and  corporate and  confidential  records), computer
software  and other books  and records,  all as  related to  Sellers' respective
Business; and

                                       -3-

<PAGE>

               (k)  All of the shares of capital stock of Empresa and Materiales
owned beneficially or of record by Sellers, such shares being  all of the shares
owned  beneficially  or  of record  by  Sellers  and  constituting  49%  of  the
outstanding shares of  capital stock of Empresa and  of Materiales, respectively
as of the  date of this  Agreement, such shares to  be sold to and  purchased by
U.S. Buyer. 

          1.2  Excluded Assets.  Notwithstanding the  provisions of Section 1.1,
Buyers shall not be entitled to purchase, nor shall Sellers be required to sell,
any of the following assets (collectively, the "Excluded Assets"):

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

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

               (c)  Any  and all of  Sellers' insurance policies,  including all
rights to coverage, all proceeds and all prepaid insurance under such  policies,
except as set forth in Section 2.1(c) and Section 12.2(c) of this Agreement with
respect to proceeds  and except  to the extent  that insurance proceeds  arising
from and specifically related to Assumed Liabilities (as such term is defined in
Section 2.1 of this Agreement),  other than Environmental Matters (as that  term
is defined in Section 3.12(d) hereof) that have been accrued  or provided for in
the April Balance Sheet (as that term is defined in Section 1.3  hereof) or that
are  disclosed  in the  environmental  audits  obtained by  Buyers  or that  are
otherwise  disclosed to or  known by Buyers  on or before  the Closing Date (the
"Known   Environmental  Matters"),  that   are  covered  by   Sellers'  workers'
compensation, general liability and automobile insurance policies, shall be paid
by  Sellers  to Buyers  immediately  upon  receipt  of such  proceeds  less  any
copayments,  deductibles,  administrative and  outside legal  costs, retentions,
loss limits, residual  market loads, related taxes, state  assessments and other
payments to third parties incurred by Sellers in connection therewith;

               (d)  Any right  and interest of  any Seller in the  name "Grefco,
Inc." and Sellers' respective corporate names, provided that Sellers (except GRE
Holding and Dynamic)  will grant to each  of the Buyers an  exclusive, perpetual
license to use their corporate names  for commercial purposes, and Sellers' will
retain  their corporate  names solely  for  corporate purposes  pursuant to  the
License Agreement in the form annexed hereto as Schedule 1.2(d);

               (e)  The land, buildings,  improvements, additions, appurtenances
and systems located at  225 City Line Avenue, Bala Cynwyd,  Pennsylvania and all
right,  title and  interest  of any  Seller  in and  to  any leases,  subleases,
deposits, pre-paid expenses and contracts relating thereto;

                                       -4-

<PAGE>

               (f)  The  computer hardware and software necessary for Sellers to
conduct their nonrefractories business and described  on Schedule 1.2(f) annexed
hereto;

               (g)  The  corporate  minute  books,  stock records  and  transfer
ledger and corporate  seal of each Seller and other books, records and documents
relating to the corporate organization of each Seller or to the  Excluded Assets
or Retained  Liabilities of  each Seller  (as such  term is  defined in  Section
2.1(b) of this Agreement);

               (h)  Those  assets of  Sellers (if  any)  which are  specifically
identified on Schedule  1.2(h).  Sellers shall  be entitled to retain  copies of
all documents, records and contracts which are part of the Assets sold to Buyer;

               (i)  The   receivable  from  McLouth   Steel,  as  well   as  all
receivables  which have  been  fully reserved  for or  fully  written off,  such
receivables being set  forth on Schedule 1.2(i)  annexed hereto as of  April 30,
1994; and

               (j)  All  fully  reserved  or  written  off  debits  to  accounts
payable, such payables being set forth  on Schedule 1.2(j) annexed hereto as  of
April 30, 1994.

          1.3  Purchase  Price; Additional Payments  at Closing.   The aggregate
consideration to  be paid  by Buyers to  Sellers for  the Assets  (the "Purchase
Price") shall  be U.S. $23,450,000  to be paid  at Closing  by wire transfer  of
immediately available funds.  The exact allocation of the Purchase Price between
the U.S.  Assets and the Canadian  Assets shall be determined in  the manner set
forth in Section 1.4 to this Agreement.  U.S. Buyer shall pay the portion of the
Purchase Price  allocated to the  U.S. Assets and  Canadian Buyer shall  pay the
portion of the  Purchase Price allocated to  the Canadian Assets.   In addition,
Buyers agree to reimburse Sellers at Closing in U.S. dollars by wire transfer of
immediately available funds  for the full amount of the payments made by Sellers
prior to  Closing for the  purchase of the raw  materials set forth  on Schedule
1.3(a) annexed hereto.  The $3,315,103 accrued  on the combined balance sheet of
U.S. Sellers as of April 30, 1994,  which balance sheet along with the April 30,
1994 balance sheet of  GRC-Canada are annexed hereto  as Schedule 1.3(aa)  (such
balance  sheets  are collectively  referred  to  herein  as the  "April  Balance
Sheet"), as  due to RGP  Holding, Inc. shall  be payable  by Buyers as  follows:
$1,900,000 on October 1, 1994 and the balance on January 3, 1995. 

          1.4  Purchase Price Allocation.  Buyers and Sellers agree to use their
best efforts to agree to allocate the Purchase Price between and among  the U.S.
Assets and the Canadian Assets prior to Closing.  No  Buyer or Seller shall take
a position in any Return (as defined in Section 3.3(a)), or examination or other
administrative  or  judicial   proceeding  relating  to  any   Return,  that  is
inconsistent with such allocation as may be agreed to by Buyers and Sellers.

                                       -5-

<PAGE>
                                    ARTICLE 2

                        ASSUMPTION OF CERTAIN LIABILITIES

          2.1  Assumed Liabilities.

               (a)  At  the   Closing,  and  except  as  otherwise  specifically
provided in Section 2.1(b) hereof, (i) U.S. Buyer shall assume and agree to pay,
discharge or  perform, as  applicable, all liabilities  and obligations  of U.S.
Sellers in  respect  of the  U.S.  Assets  and the  Business,  whether  accrued,
absolute, contingent or otherwise and (ii) Canadian Buyer shall assume and agree
to  pay, discharge or perform, as applicable, all liabilities and obligations of
GRC-Canada in respect  of the Canadian Assets and the Business, whether accrued,
absolute, contingent or otherwise (the  "Assumed Liabilities").  With respect to
all Assumed  Liabilities that  are covered  by  Sellers' workers'  compensation,
general liability and  automobile insurance policies as  contemplated by Section
1.2(c) hereof, Buyers shall assume and be  solely responsible for payment of all
costs and expenses associated with the handling of claims thereunder, including,
without limitation, costs  of adjusters, legal fees, administrative  costs, loss
handling charges and related taxes.

               (b)  Notwithstanding  the provisions  of  Section 2.1(a),  Buyers
shall not assume  or incur any liability  or obligation under Section  2.1(a) or
otherwise in  respect of  any of  the liabilities  or  obligations described  in
clauses (1) - (6) below,  and Sellers shall retain and  do hereby agree to  pay,
discharge  or   perform  such   liabilities  and   obligations  (the   "Retained
Liabilities");  provided,  however,  that  U.S.  Buyer  shall  assume all  those
liabilities and obligations of U.S. Sellers and Canadian Buyer shall assume  all
those liabilities and obligations of  GRC-Canada, described below in clauses (4)
through (6)  which have been accrued or provided for in the April Balance Sheet,
including,  without limitation, any liabilities for Known Environmental Matters,
but excluding  those liabilities for  Known Environmental Matters for  fines and
penalties, if any, assessed against Sellers for actions or inactions  of Sellers
prior to Closing by federal, state, provincial or local governmental authorities
unless  such fines  or penalties  result from  Buyers' failure to  take remedial
action with respect to such Known Environmental Matters within a reasonable time
after Closing ("Known Environmental Matters Fines and Penalties"):

               (1)  any  asbestos claims or asbestos liabilities relating to the
     production, sale or use of products manufactured, sold, used or distributed
     by Sellers prior to the Closing ("Asbestos Claims");

               (2)  any federal,  state,  foreign, provincial  or  local  income
     taxes of  Sellers, or taxes payable  by Sellers in connection  with or as a
     result of closing the transactions under this Agreement;

               (3)  any  liabilities relating to:  (A) Environmental Matters (as
     that  term  is  defined  in Section  3.12(d)  hereof)  that  are  not Known
     Environmental   Matters  or  (B)  Known  Environmental  Matters  Fines  and
     Penalties;

                                       -6-

<PAGE>

               (4)  any liabilities or  rights of Sellers under or pertaining to
     any lawsuits in which any Seller is a party;

               (5)  any  liabilities of Sellers relating to the Excluded Assets;
     and

               (6)  the  liabilities  and   obligations  of  Sellers,  if   any,
     identified on Schedule 2.1(b) annexed hereto.

               (c)  Buyers  agree to indemnify, defend and hold harmless Sellers
from and against  any and all  claims, liabilities, damages, suits,  actions and
causes of action of whatsoever nature or character (the "Claims" herein) arising
out of, connected  with, or in any  way related to  all liabilities relating  to
Known Environmental  Matters other  than Known  Environmental Matters  Fines and
Penalties.   Sellers and Buyers have agreed to a reduction in the purchase price
of  $2,700,000 as  a  result of  these  Known  Environmental Matters.    Buyers'
indemnification to Sellers  set forth above is explicitly  limited to the extent
that Sellers  have insurance coverage  for any such Known  Environmental Matters
and that Sellers, in  their sole discretion, determine to use  such coverage for
these Known  Environmental Matters and  that Sellers actually  receive insurance
coverage and proceeds therefor.

               Sellers may, at their sole  discretion but without any obligation
to do so,  tender to one  or more  of their insurance  carriers Claims that  are
presented to Sellers by Buyers or by any other party or governmental agency, and
pursue, maintain or compromise any such claims for insurance coverage.  Once the
amount of insurance proceeds  paid to satisfy all or any part  of such Claims so
tendered  shall  aggregate  $1,000,000,  Sellers  must continue  to  tender  all
succeeding  Claims until  the aggregate  amount  of insurance  proceeds paid  to
satisfy all  or any part of such Claims equals  $3,700,000, at which time Buyers
will cease presenting any Claim or Claims  to Sellers and will indemnify, defend
and hold harmless Sellers from  any and all Claims  that were satisfied only  in
part or not at  all by payment of insurance proceeds.   Nothing herein contained
shall be  or be deemed to  be a representation  or warranty by Sellers  that any
Claims or  Claims so  tendered  will be  accepted for  coverage or  paid by  any
insurance carrier of Sellers.

               In  the event  Sellers determine  to  submit any  such claims  as
provided above, it is agreed that:

               1.   The first $2,700,000  of any net recoveries  received of any
                    insurance proceeds shall be paid to or  retained by Sellers;
                    and

               2.   For insurance  proceeds in excess  of $2,700,000 of  any net
                    recoveries received and  up to a total of  $3,700,000 of any
                    net recoveries received,  such proceeds will be  retained by
                    or be paid to Buyers.

                                       -7-

<PAGE>

               All  insurance proceeds that are received from Sellers' insurance
carriers pursuant to tenders made by Sellers as herein provided shall be applied
to pay,  or in  reimbursement of  payment  for, Claims  for Known  Environmental
Matters.

               All obligations or payments that  are incurred or made by Sellers
for, as a result of, or in  connection with the collection of insurance proceeds
as provided  herein, including, without  limitation, fees and costs  incurred in
pursuing  recovery  of  insurance  policy  proceeds,  deductibles,  self-insured
retentions,  retrospective   premiums  and  all   noncovered  or   uncollectible
underlying limits requirements  by reason  of insurer  insolvency or  otherwise,
shall be deducted from any recoveries.

               Buyers agree to provide Sellers  with notice of all amounts spent
with respect  to the  Known Environmental Matters,  as well as  all information,
data, access  to employees, and other  related matters necessary for  Sellers to
substantiate and prosecute any claims for insurance coverage.

               Nothing herein contained,  including, without limitation, Buyers'
obligation to indemnify, defend and  hold harmless Sellers with regard  to Known
Environmental Matters, shall be or deemed to be a waiver by Sellers of any right
to insurance coverage under and pursuant to any insurance policy for any and all
Claims that may be asserted against Sellers with  respect to Known Environmental
Matters.

                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each   Seller,  jointly  and  severally  with  each  other  Seller,  hereby
represents and warrants to Buyers as follows as of the date of this Agreement:

          3.1  Status of Seller.

               (a)  Corporate   Existence  and  Status.     Such  Seller   is  a
corporation  duly  incorporated,  organized, entitled  to  conduct  business and
validly  existing  in  good  standing  under the  laws  of  its  jurisdiction of
incorporation.

               (b)  Qualification.   Schedule 3.1(b) lists the  jurisdictions in
which such Seller is  qualified to do business as a  foreign or extra-provincial
corporation.   Such  jurisdictions consist  of all  jurisdictions in  which such
qualification is necessary to avoid a material adverse effect on the Business of
Sellers taken as a whole ("Material Adverse Effect").

               (c)  Corporate Power.  Such Seller has the corporate power to own
and  lease its  properties and  otherwise to conduct  its business  as currently
conducted.

                                       -8-

<PAGE>

               (d)  Ownership  Interests.    Except  as  reflected  in  Schedule
3.1(d), such Seller has no subsidiaries  or any equity securities of, investment
in or  loans or advances to any business enterprise  or person or any agreements
or commitments  for such (other  than trade terms  extended to customers  in the
ordinary  course of  business  and travel  advances  to employees),  and  is not
subject to any  arrangement that could be  treated as a partnership  for federal
income tax purposes to  the extent any of the foregoing  constitutes an Asset or
Assumed Liability.

               (e)  Status Under Investment Canada Act.   Each of the Sellers is
a "NAFTA investor" for purposes of the Investment Canada Act.

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

               (i)  Such Seller has the right, power and authority to enter
     into  this  Agreement and  each  other  agreement, instrument  or other
     document   required  to   be   executed   by   such  Seller   hereunder
     (collectively, the  "Other Agreements") and to  consummate the sale  of
     the Assets  owned by it and the other transactions contemplated by, and
     otherwise to  comply  with  and  perform its  obligations  under,  this
     Agreement and Other Agreements;

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

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

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

               (i)  constitute  a  violation  of,  be  in  conflict   with,
     constitute  a   default  or   require  any  payment  under,   permit  a
     termination of, require any consent under, or result in the creation 

                                       -9-

<PAGE>

     or imposition of any lien, encumbrance or other material  adverse claim
     or interest other than Permitted Encumbrances (as such term  is defined
     in Section  3.4(a) of  this  Agreement) upon  any of  the Assets  under
     (A) any   material  contract,  agreement,  commitment,  undertaking  or
     understanding  to which such Seller is a party or to which it or any of
     the Assets are subject  or bound, (B) any judgment, decree or order  of
     any governmental  or regulatory authority to  which such Seller or  any
     of the  Assets are subject or bound, (C) any applicable material law or
     regulation,  or (D) any  governing or  applicable  material agreements,
     instruments or  other  documents (including  articles of  incorporation
     and bylaws (as amended)); or

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

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

          3.2  Financial Matters.

               (a)  Financial Statements.  The books and records of Sellers that
have been used to derive  the April Balance Sheet  are complete and accurate  in
all material respects.

               (b)  Absence  of Undisclosed Liabilities.  Except as disclosed in
the April Balance Sheet or arising  in the ordinary course of Seller's  Business
from May 1,  1994 through the Closing,  and except for Retained  Liabilities and
other liabilities disclosed elsewhere  in this Agreement or  otherwise disclosed
to  Buyers  prior  to  Closing,  there  are  no other  material  liabilities  or
obligations which are part of the Assumed Liabilities.

               (c)  Capital  Leases.  Schedule 3.2(c) lists (and designates) all
lease agreements or  other arrangements regarding the leasing of  assets to such
Seller  which are (or should be) recorded  on the April Balance Sheet as capital
leases.

               (d)  Absence  of  Certain Changes.   Except  as disclosed  in the
April Balance Sheet  or arising in the ordinary course of Seller's business from
May 1, 1994  through the Closing, there has not been any Material Adverse Effect
on the Business, the Assets or the Assumed Liabilities and, without limiting the
foregoing, there has not been:
               (i)  any  change  in  the  assets, operations,  liabilities,
     earnings, prospects, business or  condition (financial or otherwise) of
     such  Seller  which  has been  or  will  be,  individually  or  in  the
     aggregate  with other  changes,  materially  adverse  to the  Business,
     taken as a whole;

                                      -10-

<PAGE>

               (ii) any increase in the compensation payable by such Seller
     to any director, officer, employee or  agent of such Seller  other than
     routine increases  made in  the ordinary course of  business consistent
     with  past practice,  or  any  bonus,  incentive compensation,  service
     award or other like benefit, granted, made or accrued,  contingently or
     otherwise, to  or  to  the credit  of any  of  such director,  officer,
     employee  or  agent, or  any employee  welfare, pension,  retirement or
     similar payment or  arrangement made or agreed  to by such  Seller with
     respect to  any such director, officer,  employee or agent, other  than
     pursuant to the existing plans disclosed on Schedule 3.9(a);

               (iii)     any  addition to, or  modification of,  any profit
     sharing,  bonus, deferred  compensation, insurance, pension, retirement
     or other employee  benefit plan, arrangement  or practice  described on
     Schedule 3.9(a),  other than  accruals made  for  fiscal year  1994  in
     accordance with the normal  practices of such Seller and the  extension
     of coverage to employees who became eligible after May 1, 1994;

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

               (v)  any amendment, modification,  waiver or cancellation of
     any  debt owed  to, or  claim of,  such Seller,  or settlement  by such
     Seller of any dispute involving any payment or other obligation  due to
     or owed by such  Seller to be made or  performed after the Closing Date
     which constitutes an Asset or an Assumed Liability;

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

               (vii)     any   payment  of  any  obligation   or  liability
     (whether  absolute  or  contingent),  other  than  current  liabilities
     reflected in the April  Balance Sheet and  current liabilities incurred
     since April 30, 1994 in the ordinary course of such Seller's Business;

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

               (ix) any  incurrence of  any extraordinary  loss  or knowing
     waiver of any rights of substantial value by such Seller in connection

                                      -11-

<PAGE>

     with  an aspect of  its Business whether or  not in the ordinary course
     of such Seller's Business;
               (x)  any  cancellation,  termination  or  amendment by  such
     Seller  of   any  material  contract,   agreement,  license   or  other
     instrument to which  such Seller  is a party  or by which  it is  bound
     which constitutes an Asset or an Assumed Liability;

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

               (xii)     any failure on the part of  such Seller to operate
     its Business  in the  ordinary course  so as to  preserve its  Business
     organization intact  in all material  respects, including  the services
     of  its key  officers and  professional staff  and the  goodwill of its
     suppliers,  customers and  others having  business relations  with such
     Seller; or

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

               (e)  Value of Canadian Assets.  Neither the value of the Canadian
Assets  nor the annual gross revenues from sales  in or from Canada generated by
the Canadian Assets, each as set out in the audited financial statements of GRC-
Canada for the year  ended April 30, 1994, is  greater than Cdn $35 million  and
neither GRC-Canada nor  any affiliate thereof has  been a party to,  or affected
by, any transaction or event the consequences of which would be to increase such
value of the Canadian Assets or such annual gross revenues  to an amount greater
than Cdn $35 million.

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

               (a)  Definitions.  For purposes of this Agreement:

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

               (ii) The term  "ITA" means Income  Tax Act  (Canada), as  amended
     from time to time,  and the term "ETA" means Part  IX of the Excise Tax Act
     (Canada), as amended from time to time.

                                      -12-

<PAGE>

               (iii)     The term "Returns"  shall mean,  collectively, all
     reports, declarations, estimates,  returns, information statements, and
     similar documents relating to,  or required to be  filed in respect of,
     any  Taxes and  the  term  "Return"  means  any  one of  the  foregoing
     Returns.

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

               (b)  Returns Filed and Taxes Paid.  Except as otherwise set forth
in Schedule 3.3 annexed hereto,  (i) each Seller has duly filed or caused  to be
filed, on  or before  the due  date thereof  (determined without  regard to  any
extensions), with  the appropriate  taxing authorities, all  Returns that  it is
required to  file; (ii) each  such Return (including  any amendment  thereto) is
true,  correct, and complete  in all material respects;  (iii) all Taxes of such
Seller  due  with respect  to, or  shown  to be  due  on, each  such  Return (or
amendment) or subsequent assessment with  regard thereto, have been timely paid;
and (iv) there  is no  valid basis  for the  assessment of  any deficiency  with
regard to any such  Return.  No other Taxes of such Seller  are due with respect
to any taxable periods  or portions of periods  ending on or before  the Closing
Date.  There are  no liens, attachments, or similar  encumbrances on any of  the
Assets with respect to any Taxes, other than liens for Taxes of such Seller that
are not yet due and payable.  Except as set forth in Schedule  3.3, there are no
pending  or, to  the  knowledge of  Seller,  threatened audits,  investigations,
claims, proposals or assessments for or relating  to any Taxes, and there are no
matters under discussion with any governmental authorities with respect to Taxes
that could result in  any additional amount of Taxes.  No extension of a statute
of limitations relating to Taxes is in effect.

               (c)  Miscellaneous.   Except as  otherwise set forth  in Schedule
3.3, to the knowledge of Seller, none of the Assets (i) is property which is 

                                      -13-

<PAGE>

required to  be treated as being owned  by any other person pursuant  to the so-
called "safe  harbor lease" provisions of former  section 168(f)(8) of the Code;
or (ii) directly  or indirectly secures  any debt the  interest on which  is tax
exempt under section 103(a) of the Code.  Unless otherwise set forth in Schedule
3.3 and except for GRC-Canada, Seller  is not a "foreign person" (as  the quoted
term is defined in section 1445(f)(3) of the Code).  To the knowledge of Seller,
the  transactions contemplated  by  this Agreement  are not  subject to  the tax
withholding provisions of Code section 3406 or of any other comparable provision
of law.

               (d)  GST Registration.   GRC-Canada is duly registered  under the
ETA, and its registration number under the ETA is R101981108.

               (e)  Residency Under ITA.   GRC-Canada is  not a non-resident  of
Canada for purposes of Section 116 of the ITA.

                                      -14-

<PAGE>

          3.4  Real and Personal Property.

               (a)  Real and Personal Property.  For purposes of this Agreement,
"Property" or "Properties" collectively refers to those real properties owned or
used by Seller and included with the Assets of such Seller.   Schedule 1.1(d)(i)
and (ii)  annexed hereto  lists all  of the  Properties.   On the Closing  Date:
(i) such Seller has good and marketable title to all of the Properties and Fixed
Assets owned by it; and  (ii) none of the Properties or Fixed Assets  is subject
to  any lien, claim or other  encumbrance whatsoever, except (A) liens for taxes
not  yet due  and payable, (B) liens  shown and  described in the  April Balance
Sheet,  and (C) (1) liens imposed by law  and incurred in the ordinary course of
business  for  obligations not  yet  due  and  payable to  landlords,  carriers,
warehousemen,  laborers, materialmen  and  the  like,  (2)  easements,  building
restrictions, rights  of  way, reservations  and  such similar  encumbrances  or
charges against real property as are of a nature generally existing with respect
to properties of a similar character and which do not in any material way affect
the use thereof in the Business of Sellers, and (3) liens,  claims, encumbrances
or other exceptions which are identified  on the title insurance policies issued
in accordance  with the procedures  set forth in  Section 7.3 of  this Agreement
(collectively, "Permitted Encumbrances").   To the knowledge of  Seller, no part
of the Properties is "tax-exempt use property" under Section 168(h) of the Code.

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

                                      -15-

<PAGE>

               (c)  Adequacy; Condition.  Except as set forth in Schedule 3.4(c)
annexed hereto and except as otherwise disclosed to Buyers prior to the Closing:
(i) such Seller has not received notice of  violation (which has not been cured)
of, and  to the  knowledge of  Seller, such  Seller is  in compliance  with, all
applicable material building, zoning, land  use or other similar statutes, laws,
ordinances, regulations, permits, health and safety codes or other  requirements
in respect  of any of the Properties or any of the properties subject to a Lease
(and  such  Seller's current  use  of  such  properties does  not  constitute  a
nonconforming   use);  and  (ii) there   are  no  outstanding   requirements  or
recommendations  by fire underwriters or rating  boards, any insurance companies
or holders of mortgages or other  security interests that have been communicated
to  Sellers  within the  current  year or  the  last three  full  calendar years
requiring or recommending  any repairs or work to be done  with reference to any
of the Properties or the properties subject to a Lease.

               (d)  All Necessary  Properties.   The Properties  and the  Leases
(together  with the  intangible  properties  disclosed, or  not  required to  be
disclosed, pursuant to  Sections 3.5 and 3.6  of this Agreement) of  such Seller
constitute all of the properties which  such Seller uses in connection with  the
operation of its Business as presently conducted.

               (e)  Accounts  Receivable.    The   net  accounts  receivable  as
reflected in the April  Balance Sheet are valid and have  arisen in the ordinary
course of  Seller's Business  and are  for goods  sold or  services rendered  by
Seller.

               (f)  Inventories.   The  inventories as  reflected  in the  April
Balance Sheet were acquired and have  been maintained in the ordinary course  of
Seller's Business.

          3.5  Intellectual  Property; Patents;  Trademarks, Trade  Names.   All
Intellectual   Property   and  all   contracts,   agreements,  commitments   and
understandings  relating  to the  use  or  license  of technology,  know-how  or
processes by such  Seller that are known to  Seller and included as  part of the
Assets (the  "Intellectual  Property Licenses")  are listed  in Schedule  1.1(i)
annexed hereto.  Except  as disclosed in Schedule 3.5: (a) such  Seller owns, or
has  the sole  and exclusive  right to  use, all Intellectual  Property, whether
under Intellectual Property Licenses or  otherwise, used in the ordinary conduct
of its business; (b) the  consummation of the sale  of the Assets and  the other
transactions contemplated  by this Agreement  will not alter or  impair any such
rights; and (c) no Intellectual Property owned, licensed or used by such Seller,
or Intellectual Property License of such Seller  is the subject of a lawsuit  or
any other proceeding, nor, within the three most recently completed fiscal years
of Sellers, has any party challenged or, to the knowledge of  Seller, threatened
to  challenge  such  Seller's  right   to  use  such  Intellectual  Property  or
Intellectual Property License or application for any of the foregoing; and there
is no basis for any such challenge.

          3.6  Loans and Contracts.

               (a)  Indebtedness.   Schedule 3.6(a) annexed  hereto sets  forth,
with respect to any of the following constituting an Asset or an Assumed 

                                      -16-

<PAGE>

Liability, (i) a complete and accurate list or description of all instruments or
other  documents  ("Debt  Instruments")  relating  to  any  direct  or  indirect
indebtedness for borrowed money  of such Seller, as well as  indebtedness by way
of industrial development  bonds, capital  leases, lease-purchase  arrangements,
guarantees,  undertakings on  which  others  rely in  extending  credit and  all
conditional sales contracts,  chattel mortgages and other  security arrangements
with respect to personal property used  or owned by such Seller and (ii) a  list
of all  loans of  money to officers,  employees or  shareholders of  such Seller
(specifically excluding  travel and similar  advances in the ordinary  course of
such Seller's Business).

               (b)  Other  Contracts.   Schedule  3.6(b)  annexed  hereto,  with
respect to any of the following  constituting an Asset or an Assumed  Liability,
lists  each   contract,  agreement,  commitment,  arrangement,   undertaking  or
understanding of the type  listed below (except where the same does not call for
the  payment or receipt  by such Seller  of cash or other   property or services
having a value in excess of $10,000) to which such Seller is a party or bound or
to which it or its property is subject, whether written or oral ("Contract," but
such  list  and the  term  "Contract"  shall  not include  Leases,  Intellectual
Property Licenses,  Debt  Instruments, Insurance  Policies and  employee-related
matters of Sellers disclosed elsewhere in this Agreement):

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

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

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

               (iv) for matters not in the ordinary course of such Seller's
     Business;

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

               (vi) granting a power of attorney;

                                      -17-

<PAGE>

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

               (viii)    imposing confidentiality requirements;

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

               (x)  involving   any  hedge   arrangement   against  foreign
     currency fluctuations; and

               (xi) involving any letters of credit.

Schedule  3.6(b)  describes all  oral  Contracts  required  to be  disclosed  in
Schedule  3.6(b), and  true and  complete copies  of  all written  Contracts (as
amended) required  to be  disclosed in  Schedule 3.6(b)  will be made  available
prior to Closing to Buyer.

               (c)  Insurance.   All insurance  policies of such  Seller now  in
force  (including  comprehensive  general liability,  personal  and professional
liability, comprehensive  general  casualty and  extended coverage,  automobile,
boiler and machinery, fire and  lightning, marine, endowment, life, and worker's
compensation)  ("Insurance  Policies"),  to  the  extent  available,  have  been
disclosed to  Buyers, and  true and  complete copies  of such  policies, to  the
extent available, will be provided or made available to Buyers prior to Closing.

               (d)  Status.   Except  as disclosed  on  Schedule 3.6(d)  annexed
hereto or  in the  documents referred  to therein,  with respect to  any of  the
following constituting an Asset or  an Assumed Liability, within the three  most
recently completed fiscal years of Sellers: (i) such Seller has not assigned any
material  rights or obligations under  (and is not  otherwise restricted for any
reason from enjoying the full benefits under) any Intellectual Property License,
Debt Instrument or  Contract; (ii) neither such Seller nor, to  the knowledge of
Seller,  any  other  party  is  in  material  default  in  connection  with  any
Intellectual Property  License, Debt  Instrument  or Contract;  (iii) no act  or
event has occurred which, with notice or lapse of time or both, would constitute
a material default by  Seller or, to the  knowledge of Seller, by another  party
under any Intellectual Property License, Debt Instrument or Contract; (iv) there
is no  basis for any claim of material default by Seller or, to the knowledge of
Seller,   by  another  party  under  any  Intellectual  Property  License,  Debt
Instrument or Contract; (v) such Seller has not  received or given any notice of
cancellation  or  termination  in  connection  with  any  Intellectual  Property
License, Debt Instrument  or Contract; (vi) each Intellectual  Property License,
Debt Instrument and Contract  is the valid and binding agreement  of the parties
thereto which is in full  force and effect and is enforceable in accordance with
its terms except, with regard to the other party or  parties to such instrument,
as  enforceability  may   be  limited  by  applicable   bankruptcy,  insolvency,
reorganization, moratorium  or similar laws  and general  principles of  equity;
(vii) no  Intellectual Property  License, Debt  Instrument  or Contract  will be
affected by, or require the consent of or payment to any other party to avoid an

                                      -18-

<PAGE>

event of default, an  event of termination or other adverse  effect with respect
to such  Intellectual Property License,  Debt Instrument  or Contract  (assuming
that  any required  notice of  default  or termination  has been  given  and any
periods  for cure  have expired) by  reason of the  transactions contemplated by
this Agreement except that each of the foregoing will require the consent of the
other parties thereto to the assignment  to Buyer, except as otherwise disclosed
in Schedule  3.6(d); and (viii) such  Seller has not received  any communication
proposing any  termination, amendment  or change  to  any Intellectual  Property
License, Debt Instrument or Contract.

          3.7  Officers  and Directors; Employment  Relationships.  Sellers will
make available  to Buyers  prior  to Closing  a true  and complete  list of  the
employees of such  Seller as of April 30, 1994, except for the employees located
in Sellers'  Bala Cynwyd and  Audubon, Pennsylvania offices, setting  forth each
employee's compensation,  date of hire and whether or not contributions are made
for him and/or whether  he is otherwise entitled to benefits  under the employee
benefit plans,  programs and arrangements  described in Section 3.9.   Except as
will be disclosed  on such list, such  Seller has no obligations,  contingent or
otherwise:   (i) under   any   employment   contract,   agreement,   commitment,
undertaking, understanding, plan, program, policy or arrangement; (ii) under any
bonus,  incentive  or  deferred compensation  contract,  agreement,  commitment,
undertaking,  understanding, plan, program, policy or arrangement (including one
for  severance or other payments conditioned upon a change of control or sale of
such  Seller); (iii) under any  pension, profit-sharing,  stock purchase  or any
other such plan, program or arrangement; or (iv) under any arrangement that  has
resulted or  could result in  the payment of  any "excess parachute  payment" as
defined  in  Section 280G of  the  Code  (without  regard to  subsection  (b)(4)
thereof).

          3.8  Canadian Employees.

               (a)  All  payments  required to  be  made  to  or in  respect  of
employees or  former employees of GRC-Canada  (or any predecessor thereof)  as a
result of  any Canadian employment law,  statute or as  a matter of  common law,
have been made or  have been accrued for on the April  Balance Sheet as required
by such  act or common law.   In addition, all  payments required to be  made in
trust to  the Director  of Employment Standards  appointed under  the Employment
Standards Act (Ontario) and in respect of termination and/or severance pay under
the Employment Standards Act (Ontario) in respect of the employees of GRC-Canada
have  been  made as  required  by such  Act,  except  with respect  to  any such
termination  and/or  severance  pay  for GRC-Canada's  employees  not  hired  by
Canadian  Buyer  for which  Canadian  Buyer  shall  be responsible  pursuant  to
Sections 13.21 and 13.23(d) hereof.

               (b)  Except as set out  on Schedule 3.8, (i) to the  knowledge of
Sellers, there  are no appeals  pending either before the  Workers' Compensation
Board or the Workers'  Compensation Appeals Tribunal involving GRC-Canada;  (ii)
all levies,  assessments and penalties  made against GRC-Canada pursuant  to the
Workers' Compensation  Act (Ontario)  have been paid  or settled  by GRC-Canada;
(iii) GRC-Canada is  currently in Rate 485,  Group 85, Class 64,  Account Number
1066714, Firm Number 066413E for workers' compensation purposes in the Province 

                                      -19-

<PAGE>

of Ontario; (iv) there has been no change in the rating assessment applicable to
GRC-Canada or the Business under  the Workers' Compensation Act (Ontario) during
the past  five years;  and (v) to  the knowledge of  Sellers, GRC-Canada  is not
being audited by  the Workers'  Compensation Board of  Ontario.  Nothing  herein
obligates  the Canadian  Buyer  to  assume  GRC-Canada's  Workers'  Compensation
accident cost history, except as may be required by applicable Canadian law.

               (c)  No notice has  been received by  Sellers regarding, and,  to
the knowledge of Sellers, there is  not pending or threatened, any complaint  or
claim filed by any employee of GRC-Canada, and there are no  outstanding orders,
charges or claims against GRC-Canada, under any Canadian Employment Law Statute.

               (d)  The term "Canadian Employment Law Statute" means the Ontario
Labour Relations Act, the Ontario Human Rights Code, the Occupational Health and
Safety Act (Ontario), the Pay Equity Act (Ontario), the Employment Standards Act
(Ontario),  the Pension Benefits  Act (Ontario),  the Workers'  Compensation Act
(Ontario),  the  Unemployment  Insurance  Act  (Canada)  and  the  Criminal Code
(Canada).

          3.9  Employee and Fringe Benefit Plans.

               (a)  U.S. Employee Plans.  Except as set forth in Schedule 3.9(a)
annexed hereto, such U.S. Seller does not  maintain, is not required to maintain
or contribute to and does  not otherwise participate in (and has  not within the
last five years maintained, contributed  to or otherwise participated in) either
(i) any employee pension benefit plan ("U.S. Pension/Profit Sharing Plan"),  any
employee welfare benefit  plan ("U.S. Welfare Plan") or  any multi-employer plan
("U.S.  Multi-Employer  Plan")  (as  such  terms are  defined  in  the  Employee
Retirement Income  Security Act  of 1974, as  amended ("ERISA")),  including any
pension,   profit  sharing,  retirement  or  thrift   plan,  or  (ii) any  other
compensation,  welfare,  fringe  benefit  or  retirement  plan,  program,  stock
purchase or stock option plan, policy,  understanding or arrangement of any kind
whatsoever,  whether formal  or  informal,  providing for  benefits  for or  the
welfare of any or all of the current  or former employees or agents of such U.S.
Seller  or their  beneficiaries or  dependents  (all of  the foregoing  in items
(i) and (ii)  being referred to herein collectively as the "U.S. Employee Plans"
and together with  all Canadian  Pension Plans and  Canadian Employee Plans  (as
defined below) being referred  to herein  collectively as  "Employee Plans"  and
individually as an "Employee Plan").  A copy of each written U.S. Pension/Profit
Sharing Plan or U.S. Welfare Plan, as amended, the most recent  Internal Revenue
Service   ("IRS")  determination  letter  issued   with  respect  to  each  U.S.
Pension/Profit Sharing Plan, a copy of  the latest actuarial valuation (if  any)
for each such  U.S. Pension/Profit Sharing Plan, the most  recent annual reports
on the Form 5500 series, with each  trust agreement and/or insurance contract or
other  funding arrangement,  if  any, with  respect to  each U.S.  Employee Plan
covering  employees  of  such U.S.  Seller,  and the  most  recent  summary plan
description as defined under ERISA for each U.S. Pension/Profit Sharing Plan and
U.S. Welfare Plan will be made available to Buyers prior to Closing.

               (b)  GRC-Canada Employee Plans.   Except as set forth in Schedule
3.9(b), GRC-Canada has no retirement, pension, bonus, stock purchase, profit 
                                      -20-

<PAGE>

sharing,  stock option,  deferred compensation,  severance  or termination  pay,
insurance, medical, hospital, dental, vision care, drug, sick leave, disability,
salary continuation, legal benefits,  unemployment benefits, vacation  incentive
or other compensation plan or arrangement or  other employee benefit which is or
has been  in the  last five  years maintained,  or otherwise  contributed to  or
required to be maintained or  contributed to, by GRC-Canada (or any  predecessor
thereof) relating to  the Business  or the  Canadian Assets for  the benefit  of
employees or  former employees of  GRC-Canada (or any predecessor  thereof) (the
"Canadian Employee Plans") and a true and complete  copy of each of the Canadian
Employee Plans (and any predecessor of such plans) has been furnished to Buyers,
together  with copies  of all  documents establishing  or creating  the Canadian
Employee   Plans,  all  amendments  thereto,  all  trust  agreements,  insurance
contracts,  funding  arrangements,  subscription  agreements  and  all  reports,
returns and filings in respect of  the Canadian Employee Plans made or  required
to be  made with any governmental or regulatory  authority since January 1, 1990
will be made available to Buyers prior to Closing.

               (c)  Qualifications.  Each  U.S. Employee Plan which  is required
to be qualified  under section 401  or 501 of the  Code in order to  obtain full
current deductibility  of contributions for  federal income tax purposes,  is so
qualified.  Except as set forth in Schedule 3.9(c) annexed hereto, each Canadian
Employee Plan has been maintained in material compliance with its terms and with
the  requirements  prescribed  by  all  laws,  orders,  rules,  regulations  and
regulatory  policies  that  are  applicable  to  such  Canadian  Employee  Plan,
including,  without limitation,  the Income  Tax  Act (Canada)  and the  Pension
Benefits Act (Ontario) and the regulations thereunder.

               (d)  Accruals;  Funding.  The April Balance Sheet reflects, based
upon the Final Reports on the Accounting for Pension Expense and Liabilities for
the  Fiscal Year Ended  April 30, 1994  (prepared June 1994 by  Godwins, Booke &
Dickerson)  the  pension  liabilities and  assets  for  the U.S.  Pension/Profit
Sharing  Plans, except  those covering  salaried employees.   These  Reports are
based  upon data as  of January 1,  1994 and assets  as of April  30, 1994.  The
April Balance  Sheet reflects, for  the Canadian Salaried  Pension Plan  and the
Canadian Hourly Pension Plan, the pension liabilities and assets for such  plans
based upon the Report  on the Actuarial Valuation of  such plans for the  fiscal
year ended April  30, 1994,  prepared by Robertson,  Eadie, Olsen Associates,  a
copy of which report has been provided by Sellers to the Buyers.

               (e)  Reporting and Disclosure.   Except as  disclosed or will  be
disclosed  to Buyers prior to  Closing, summary plan  descriptions and all other
reports, documents,  statements and  communications which are  required to  have
been filed, published or  disseminated under ERISA or other federal  law and the
rules and regulations promulgated by the United States Department of Labor under
ERISA  and the  Treasury Department  under  the Code  with respect  to  the U.S.
Employee Plans have been filed, published or disseminated on a timely basis and,
with respect to GRC-Canada and the Canadian Employee Plans, all reports, returns
and similar  documents (including  applications for  approval of  contributions)
with  respect  to any  Canadian  Employee Plan  required  to be  filed  with any
government or regulatory authority or required to be distributed to any Canadian

                                      -21-

<PAGE>

Employee Plan participant have been duly and timely filed or distributed, as the
case may be.

               (f)  Prohibited  Transactions;  Terminations;   Other  Reportable
Events.   None of the  U.S. Employee Plans,  none of the  trusts or arrangements
created  thereunder, and, to  the knowledge of Seller,  no trustee, custodian or
administrator or any  person or entity holding  or controlling assets of  any of
the U.S.  Employee Plans has  engaged in any  "prohibited transaction" (as  such
term  is defined in ERISA or the Code) in  the current year or in the three most
recent calendar years  that has not otherwise been cured which could subject any
of the U.S.  Employee Plans, any  trusts thereunder,  any trustee, custodian  or
administrator thereof, or any person or entity holding or  controlling assets of
any of  the U.S. Employee Plans or any person or entity dealing with them to any
tax, penalty or other  cost or liability of  any kind.  No termination,  whether
partial  or  complete,  has occurred  with  respect  to any  U.S.  Employee Plan
disclosed (or  required to  be disclosed)  in Schedule  3.9(a).   No "reportable
event"  (as such term is defined  in ERISA) has occurred  with respect to any of
the  U.S. Employee  Plans.  To  the knowledge  of Sellers, there  are no pending
investigations by any governmental or regulatory authority involving or relating
to any  Canadian Employee  Plan, no  threatened or  pending  claims (except  for
claims for  benefits payable in the  normal operations of the  Canadian Employee
Plans), suits or proceedings against any Canadian  Employee Plan or against GRC-
Canada  asserting any rights or claims  for benefits under any Canadian Employee
Plan which  could give rise  to a  material liability nor,  to the  knowledge of
Seller, are there  any facts that could  give rise to any  material liability in
the event of any such investigation, claim, suit or proceeding.

               (g)  Other.  Except  as disclosed or will be  disclosed to Buyers
prior  to Closing, such  Seller has fully  complied with all  of its obligations
under each  of the  Employee Plans  and any  and all  laws, rules,  regulations,
releases or orders  applicable to the Employee Plans (including, with respect to
the U.S. Employee Plans, all provisions of ERISA) in the current year and in the
three most recent calendar years that has not  otherwise been cured.  No written
notice has been received by such Seller since April 30, 1994 of any claim by any
participant in the  Employee Plans of any  violation of such  laws, and no  such
claims are pending or, to the knowledge of Seller, threatened.

               (h)  Multi-Employer  Plans.    Except  as  disclosed  on Schedule
3.9(h) annexed hereto, none of  the U.S. Employee Plans are U.S.  Multi-Employer
Plans, and Seller  has no liability,  jointly or otherwise,  for any  withdrawal
liability  (potential, contingent or otherwise) under Title IV for a complete or
partial  withdrawal  from  any  U.S.  Multi-Employer Plan  by  any  member  of a
controlled group  of employers  (as used  in ERISA)  of which  such Seller  is a
member.

          3.10 Labor Relations.   Except as  described in Schedule  3.10 annexed
hereto: (a) such  Seller is  (and since  April 30,  1994 has  been) in  material
compliance with all  federal, state, provincial, local and  other applicable law
respecting   employment  and  employment  practices,  terms  and  conditions  of
employment and wages and hours; (b) there is (and since April 30, 1994 has been)
no unfair labor practice, complaint, charge or other matter against or involving
such Seller pending or, to the knowledge of Seller, threatened before any 

                                      -22-

<PAGE>

governmental authority; (c) there  is no (and since April 30, 1994 has not been)
labor strike, dispute, organizing effort,  slow down, stoppage or other material
labor difficulty pending,  involving or  threatened, against  or affecting  such
Seller; (d) no  representation question exists,  or has existed since  April 30,
1994 respecting the employees of such Seller; (e) no material grievance  nor any
arbitration proceeding arising  out of or under collective bargaining agreements
is pending, and no claim therefor exists;  and (f) there is (and since April 30,
1994  has been)  no collective  bargaining agreement  which is  binding on  such
Seller.

          3.11 Litigation  and  Other  Proceedings.    Except  as  disclosed  in
Schedule 3.11 with respect  to any of the following constituting  an Asset or an
Assumed Liability,  such Seller is not, and  since April 30, 1994  has not been,
(i) engaged  in,  a party  to,  subject  to  or,  to the  knowledge  of  Seller,
threatened  with any  claim,  legal  or equitable  action,  or other  proceeding
(whether as plaintiff, defendant or otherwise and regardless of the forum or the
nature of  the opposing party); (ii) to the knowledge  of Seller, subject to any
unasserted claim, the assertion of which is  likely and which, if asserted, will
seek damages,  an injunction  or other  relief against  such Seller  which claim
individually or  collectively with  such other unasserted  claims if  made would
have a Material Adverse Effect; or (iii) a  party to or subject to any judgment,
order or decree against it  or its assets.  With respect to  any matter required
to be disclosed pursuant to this Section 3.11, there has been no  reservation of
rights by any insurance carrier, and no such reservation is, to the knowledge of
Seller, threatened, concerning the coverage of such Seller.

          3.12 Compliance  with Laws.   Except  as  set forth  in Schedule  3.12
annexed hereto and  except as disclosed or  will be disclosed to Buyer  prior to
Closing,  to the  extent any  of  the following  would have  a  Material Adverse
Effect:

               (a)  Generally.   Such Seller is  (and during the  preceding five
years has been) in compliance with all applicable law (including those involving
antitrust, unfair  competition, trade regulation,  antipollution, environmental,
employment, safety, health  and food  and drug matters).   Without limiting  the
foregoing,  such  Seller has  not  at any  time  made any  illegal  payments for
political contributions or any bribes or illegal kickback payments.

               (b)  Charges or Violations.   Such Seller is not  (and during the
preceding five years has not been) either charged with, in receipt of any notice
or warning of, or, to the knowledge of Seller, under investigation  with respect
to,  any  failure  or  alleged failure  to  comply  with  any  provision of  any
applicable law.

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

               (d)  Environmental.

                                      -23-

<PAGE>

               (i)  No person or party  (including, but not limited to, any
     governmental or  regulatory authority) has  asserted any  pending claim
     or,  to the  knowledge of  Seller,  has any  basis  for  any action  or
     proceeding  against such  Seller relating  to any  Environmental Matter
     (defined below).  Such  Seller has not received oral or written  notice
     of, nor does such Seller have reason to  believe there is, any existing
     or pending violation,  citation, claim,  order, direction,  instruction
     or  complaint relating to the  Business of such  Seller or any facility
     now or previously  owned or operated by  such Seller arising  under the
     Resource   Conservation    and   Recovery   Act,   the    Comprehensive
     Environmental Response  Compensation and Liability  Act, the  Superfund
     Amendments and Reauthorization Act, the  Toxic Substances Control  Act,
     the Safe  Drinking Water Act, the  Federal Water Pollution Control  Act
     (Clean Water  Act), the Clean  Air Act,  the Powerplant and  Industrial
     Fuel  Use   Act  of  1978,  the   National  Environmental  Policy   Act
     (Environmental  Impact  Statement), the  Environmental  Protection  Act
     (Ontario), the Ontario Water  Resources Act, the  Gasoline Handling Act
     (Ontario),  the  Dangerous  Goods  Transportation  Act  (Ontario),  the
     Canadian Environmental Protection  Act and antipollution, waste control
     and   disposal  and  environmental   "cleanup"  provisions  of  similar
     statutes  of  any  governmental  authority,  and  all  regulations  and
     standards enacted pursuant thereto and  all permits and  authorizations
     issued   in   connection   therewith   (collectively,    "Environmental
     Matters").
               (ii) During  the ownership of the subject Property by Seller
     and,  to the  knowledge of Seller, for  all prior periods,  no toxic or
     hazardous  substances  have   been  generated,   transported,  treated,
     stored,  disposed of or released  in, on or from or otherwise deposited
     in or on or allowed to emanate from any such facility (irrespective  of
     whether such substances remain  at the facility or were transferred  to
     or otherwise  disposed of off-site), including  the surface waters  and
     subsurface  waters thereof,  which  may support  a  claim or  cause  of
     action  under  any  federal,  state,  provincial,  municipal  or  local
     environmental   statutes,  ordinances,   regulations   or   guidelines.
     Sellers will disclose  to Buyer prior to Closing the location, type and
     contents  of  all  underground tanks  at  any  facility  now  owned  or
     operated by such Seller.

          3.13 Bank Accounts.   Schedule 3.13 lists all bank  accounts of Seller
relating to the collection of Seller's accounts receivable.

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

                                      -24-

<PAGE>

               (a)  has  been  a   party  to  any  lease,   sublease,  contract,
agreement,   commitment,  understanding  or   other  arrangement  of   any  kind
whatsoever, involving any such person and such Seller which is not  disclosed in
Schedule 3.14, or

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

               (c)  has any cause  of action or other claim  whatsoever against,
or owes  any amount to,  such Seller other than  (i) for compensation (including
fringe benefits) to officers and employees disclosed pursuant to Section 3.7 and
for reimbursement of ordinary and necessary expenses incurred in connection with
employment  by such  Seller, (ii) for  rights under  the employee  benefit plans
disclosed pursuant  to Section 3.9, and (iii) as otherwise disclosed pursuant to
this Agreement.

          3.15 Commissions.   Except  as  disclosed  in  Schedule  3.15  annexed
hereto,  no person,  firm or  corporation  has asserted  or is  entitled  to any
commission or broker's or finder's fee in connection with the sale of the Assets
or any of the other transactions contemplated by this Agreement.

          3.16 Accuracy of Statements.   No representation  or warranty by  such
Seller  in this  Agreement or  in any  Exhibit,  Schedule, certificate  or other
agreement, instrument or document furnished or to be furnished to Buyer pursuant
to this Agreement  or in connection  with the sale of  the Assets or any  of the
other transactions contemplated  by this Agreement contains or  will contain any
untrue statement of a material  fact, or omits or will omit to  state a material
fact,  necessary to make the  statements herein or  therein not misleading which
would result in a Material Adverse Effect.









                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

          Each  Buyer,  jointly  and  severally  with  the  other  Buyer, hereby
represents and warrants to each Seller as follows:

          4.1  Status of Buyer.

               (a)  Corporate Existence and Status.  U.S. Buyer is a corporation
duly incorporated, organized,  entitled to conduct business and validly existing
in good standing under the laws  of the State of Delaware.  Canadian  Buyer is a
corporation  duly  incorporated,  organized, entitled  to  conduct  business and
validly existing under the laws of the Province of Ontario.  Each  of the Buyers
is a "NAFTA investor" for purposes of the Investment Canada Act.

               (b)  Authorization.

                                      -25-

<PAGE>

               (i)  Such Buyer has the right, power and authority  to enter
     into this  Agreement  and each  other  agreement,  instrument or  other
     document   required   to   be   executed   by   such   Buyer  hereunder
     (collectively, the "Other Agreements") and  to consummate the  purchase
     of  the   Assets  and  the  other  transactions  contemplated  by,  and
     otherwise  to comply  with  and  perform  its obligations  under,  this
     Agreement and the Other Agreements;

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

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

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

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

                                      -26-

<PAGE>

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


                                    ARTICLE 5

                            CLOSING AND CLOSING DATE

          5.1  Closing.  The preclosing and closing (collectively, "Closing") of
the sale of Assets and other  transactions contemplated by this Agreement  shall
take place at the office of Schnader, Harrison, Segal & Lewis commencing at 9:00
a.m.,  local time, on August 1, 1994 or  on such other date ("Closing Date") not
later than August 31, 1994 or at such other place as Buyers and Sellers mutually
shall agree.

          5.2  Conditions as to Closing.  In addition to the satisfaction of the
parties respective conditions  to Closing as set  forth in Articles 9  and 10 of
this Agreement, the obligations of Buyers and  Sellers to consummate the sale of
the Assets, the assumption of the Assumed Liabilities and the other transactions
contemplated  by this  Agreement shall  be subject to  Buyer and  Sellers having
reached agreement on the April Balance  Sheet in accordance with Section  1.4(b)
of this Agreement, and there shall  not be any litigation or proceeding  pending
or  threatened  (including,  without limitation,  any  litigation  or proceeding
arising under the antitrust, competition,  trade or securities laws) to restrain
or invalidate the sale and purchase of the Assets, the assumption of the Assumed
Liabilities or the other transactions contemplated by this Agreement.

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


                                    ARTICLE 6

                              COVENANTS OF SELLERS

          6.1  Conduct  of Business by  Sellers.   From the  date hereof  to the
Closing Date, except for transactions which are expressly approved in writing by
Buyers, each Seller shall refrain from:

               (a)  Subjecting any of its Assets, tangible or intangible, to any
lien, encumbrance, security interest or other claim of any kind, exclusive of 

                                      -27-

<PAGE>

liens arising as a matter of law in the ordinary course of  business as to which
there is no known default and except for Permitted Encumbrances;
               (b)  Except for  sales  in the  ordinary  course of  business  or
consistent  with past practices,  selling, assigning, transferring  or otherwise
disposing of any of such Seller's Assets;

               (c)  With respect  to any of the following  constituting an Asset
or an  Assumed Liability  and except for  the collective  agreement relating  to
employees of GRC-Canada,  modifying, amending, altering or  terminating (whether
by written  or oral agreement, or any  manner of action or inaction)  any of the
Debt  Instruments,  Leases,  Intellectual  Property  Licenses,  Employee  Plans,
Contracts or Insurance Policies, or entering into any  such arrangement which is
outside of the  ordinary course  of business  or which involves  the payment  or
receipt by any Seller of an amount in excess of $10,000; and/or

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

          6.2  Affirmative  Covenants Relating to Sellers.  From the date hereof
to the Closing Date, each Seller shall use reasonable best efforts to:

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

               (b)  Maintain, consistent with  past practice, its  properties in
good repair, order and condition, reasonable wear and tear excepted, and use its
best efforts to preserve its possession and control of all of its Assets;

               (c)  Keep in faithful  service its key officers  and professional
staff of such Seller to preserve the goodwill of those having business relations
with such Seller;

               (d)  Maintain the books, accounts and records of such Seller in a
manner consistent with past practice;

               (e)  Allow,   at  all   reasonable   times,  Buyers'   employees,
attorneys,  auditors, accountants and other authorized representatives, free and
full access to the facilities, plants, properties, books, records, documents and
correspondence of such Seller, in order that Buyers may have full opportunity to
make such investigation as they may desire of the Business of such Seller;

               (f)  Materially comply with  all applicable law relating  to such
Seller or  to the conduct of  its Business, and  conduct its Business in  such a
manner so that on the Closing Date the representations and warranties contained 

                                      -28-

<PAGE>

in this  Agreement shall be true  as though such  representations and warranties
were made on and as  of such date, except for changes  permitted or contemplated
by the terms of this Agreement;

               (g)  Provide  Buyers  with  (i) prompt  written   notice  of  any
Material Adverse Change and (ii) monthly  financial statements of such Seller on
a timely basis;

               (h)  Maintain  inventory   and  accounts   receivable  management
consistent with past practices;

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

               (j)  Arrange for the payment of the loan from, and the release of
the  security interest on certain  of the Assets that  is currently held by, The
Bank of Montreal in order to  assure that such loan to GRC-Canada is  paid at or
prior to Closing  and such  security interest  will be  released promptly  after
Closing, without any liability  added to such loan or substituted  for such loan
as a result of the payment of such loan by GRC-Canada or an affiliate thereof.

               (k)  Make  the  scheduled  payments  due  July 15,  1994  to  the
following  pension  plans  of  GRC:   The  Aluminum,  Brick  and  Glass  Workers
International Union  Pension Plan (002)  and The United Steelworkers  of America
A.F.L.-C.I.O. Retirement Pension Plan for Non-Salaried Employees (005). 

          6.3  Obligations  Concerning Employees.   On or  prior to  the Closing
Date, each Seller shall  notify all of its employees  that Assets of Seller  are
being sold  to Buyer, that all employees to be hired by Buyer will be terminated
from the  employment of the  Seller effective immediately prior  to Closing, and
that any decisions  by Buyer regarding  its hiring procedures  or the hiring  of
Seller's employees will be  communicated to the employees by the  Buyer.  On the
Closing Date, each  Seller shall issue to  all of its employees  payroll checks,
dated as of the Closing  Date, for all earned salary, wages, sick  pay and other
compensation and  benefits other than  vacation pay (net of  usual withholdings)
owed to such  employees for their  services rendered through  the Closing  Date.
Each Seller shall comply with all provisions of federal, state or provincial law
relating  to the  continuation  of  health  insurance  benefits  for  terminated
employees.

          6.4  Roster  of Employees.   Within  ten  business days  prior to  the
Closing Date,  Seller shall deliver to Buyers a  current roster of such Seller's
employees, showing the salary or wage rate  of each of such employees, the  date
of hire and accrued vacation  pay, together with a summary of all  benefit plans
in which  each of  such employees  participates.   At or  prior to  Closing, all
employment records for all employees of Sellers who will not remain employees of
Sellers after the Closing will be transferred to Buyers.

                                      -29-

<PAGE>

          6.5  Certain  Transactional Costs  and  Transfer  and Property  Taxes.
Notwithstanding Section 8.1:

               (a)  Buyers and Sellers shall each be responsible for paying one-
half  of all  state, provincial  and  local sales,  use, transfer,  documentary,
registration, stamp or other similar Tax imposed on the transfer of any Asset to
Buyer pursuant to this Agreement, as well as any filing, recording, notarial and
similar fees  incurred with  respect to such  transfer; provided,  however, that
Sellers' portion of all transfer taxes with respect to the Canadian Assets shall
not exceed U.S. $20,000.

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

               (c)  Any  periodic real  or personal  property Tax  imposed  by a
domestic state, provincial or local governmental  unit on an Asset with  respect
to a taxable period that includes the Closing Date and which constitutes  a lien
on such  Asset shall be  apportioned on a  per diem  basis, and Buyers  shall be
responsible  for paying that  amount of such  Tax so apportioned to  the part of
such taxable period that occurs after the Closing Date.

          6.6  Consents and Closing Conditions.   Such Seller shall use its best
efforts (a) to obtain such consents from third parties and to take other actions
as may be required in  order to fulfill the closing conditions  which are within
its control, and (b) to cause the representations and warranties of  such Seller
in Article 3 to be true and correct on and as of the Closing Date.

          6.7  Hart-Scott-Rodino Act Notification.  U.S. Sellers have filed with
the Federal Trade  Commission and the  Antitrust Division  of the Department  of
Justice  (collectively, the "Antitrust Authorities") the Notification and Report
Form required  by The Hart-Scott-Rodino  Antitrust Improvements Act of  1976 and
regulations promulgated  pursuant thereto (the  "HSR Act"), and  otherwise shall
comply  with the requirements  of the  HSR Act applicable  to it.   U.S. Sellers
shall furnish  to U.S.  Buyer such  information as  U.S. Buyer  shall reasonably
request in connection with its notification form.

          6.8  Real Property.

               (a)  Condition  of  the   Real  Property.    Sellers   shall  use
reasonable  best efforts  to maintain  the  Real Property  consistent with  past
practices  to and including  the Closing Date  and, on such  date, Sellers shall
tender possession  of the Real Property to Buyers in the same condition the Real
Property was in as of the date of this Agreement.  Immediately prior to Closing,
Buyers shall  have the right to conduct a  "walk-through" inspection of the Real
Property to verify that it is in the condition as required herein.  In the event
the Real Property is not in the condition the Real Property was in as of the 

                                      -30-

<PAGE>

date of this Agreement, Buyers shall have the right to deduct from the  Purchase
Price an  amount  necessary to  place  the Real  Property  in the  condition  as
required herein.

               (b)  Sellers' Deliveries.  As soon as practicable  after the date
of this  Agreement but  not later than  ten days  prior to the  Closing, Sellers
shall make available to Buyers, correct and complete copies of the following (to
the  extent in  Sellers' possession  or otherwise  available to  Sellers without
undue  effort  or  expense):  (i)  all  documentation  relative  to  the  zoning
classification, special  use permits and  zoning or other land  use restrictions
imposed upon or in respect to the Real Property; (ii) certificates  of occupancy
and other governmental licenses and permits issued in respect to or required for
the present use and occupancy of the Real Property; (iii) all as-built plans and
specifications  for  the  improvements  to   the  Real  Property,  soil   tests,
engineering  studies,  environmental  audits or  reports,  reports  of insurance
carriers,  agreements, plats,  plans, drawings,  surveys,  specifications, title
insurance policies, and other like  documents, instruments and items relating to
the Real Property; (iv) all notifications received by Sellers asserting that the
Real Property,  or any  portion thereof,  does not  comply with  any law,  rule,
regulation, order, code, permit or  other legal requirement; (v) all guarantees,
warranties and service contracts in effect relative to the Real Property, or any
part thereof, which  shall, if possible, be  assigned to U.S. Buyer  or Canadian
Buyer,  as appropriate, at  Closing; (vi) all  management, service, maintenance,
repair and/or equipment agreements or other contracts  and all leases in any way
relating to  the Real  Property or  its operation or  management, together  with
Sellers' identification of  such contracts or leases which  will survive Closing
and which are not terminable upon 30 days notice; and (vii) all real estate  tax
bills  and  all  utility  and other  operating  expense  bills  relating  to the
operation of  the Real Property for the two  (2) years immediately preceding the
date hereof.

          6.9  Bulk  Transfer Compliance.    Buyers  and  Sellers  hereby  waive
compliance  by Buyers and Sellers with the  bulk sales law and any other similar
laws  in   any  applicable  jurisdiction   with  respect  to   the  transactions
contemplated  by this Agreement.   Sellers agree  to indemnify Buyers  from, and
hold  them  harmless  against,  any  liabilities, damages,  costs  and  expenses
directly  resulting  from  or arising  out  of  the parties'  decision  to waive
compliance with any  of such laws with respect to  the transactions contemplated
by this Agreement.

          6.10 Election and Filing  Under ETA.  GRC-Canada covenants  and agrees
to elect jointly  with Canadian  Buyer under  subsection 167(1) of  the ETA,  in
prescribed form  and within  the prescribed  time for  purposes of  the ETA,  in
respect of  the sale  and transfer of  the Canadian  Assets, and  Canadian Buyer
shall file such election in its return  under the ETA within the time prescribed
by the ETA.

          6.11 Elections Under ITA.   GRC-Canada covenants  and agrees to  elect
jointly with  Canadian Buyer  under Section  22 of the  ITA, in  respect of  the
accounts  receivable sold by  GRC-Canada to Canadian Buyer,  and to designate in
such  an  election an  amount  equal to  the  net book  value  of  such accounts
receivable on the books of GRC-Canada or such other amount determined jointly by
Canadian Buyer and GRC-Canada.

                                      -31-

<PAGE>

          6.12 Retail  Sales Tax Certificate.   GRC-Canada shall  deliver to the
Canadian Buyer a certificate issued by the  Minister of Revenue of Ontario under
subsection 6(1) of the Retail Sales Tax Act (Ontario).


                                    ARTICLE 7

                               COVENANTS OF BUYERS

          7.1  Consents and  Closing  Conditions.   Buyers  shall use  its  best
efforts (a) to obtain such consents from third parties and to take other actions
as may be required in  order to fulfill the closing conditions which  are within
its control,  and (b) to cause the  representations and warranties of  Buyers in
Article 4 to be true and correct on and as of the Closing Date.

          7.2  HSR Act  Notification.  U.S.  Buyer has filed with  the Antitrust
Authorities  the Notification  and Report  Form  required by  the  HSR Act,  and
otherwise shall comply  with the requirements of  the HSR Act applicable  to it,
including payment of the  fee assessed against the acquiring person.  U.S. Buyer
shall furnish  to Sellers and  their counsel such information  as their ultimate
parent entity shall reasonably request in connection with its notification form.

          7.3  Title to Real Property.  

               (a)  General.   Not later  than five days  prior to  the Closing,
Buyers may obtain a commitment for an owner's title insurance policy issued by a
title company or  companies of Buyers' choice  (the "Title Company") for  any or
all locations of Real Property.  If any such commitment discloses  exceptions to
title other than the Permitted Title Exceptions (as defined below), Buyers shall
deliver notice thereof  to Sellers given within  five (5) days after  receipt of
the  applicable commitment, and Sellers shall  have until twenty (20) days after
receipt of such notice to have such  exceptions removed from such commitment and
to provide evidence  thereof to Buyers.  If Sellers fail to have such exceptions
removed  from such commitment within such time  period, Buyers may (a) terminate
this Agreement upon  the delivery of notice thereof to Sellers,  or (b) elect to
consummate  the transactions contemplated hereby notwithstanding such exceptions
with the further right to deduct from the Purchase Price the amount of any liens
or  encumbrances having a definite or ascertainable amount provided that in such
event  any amount  so deducted will,  at Sellers'  direction, either be  paid to
satisfy  the lien  or be  placed  into an  escrow account  pending  the ultimate
satisfaction or  removal of  the lien.   As  used in  this  Agreement, the  term
"Permitted Title Exceptions" shall mean general real estate and  other taxes and
liabilities  accrued for on  the April Balance  Sheet and such  other matters of
record title to the  Real Property which do not or  will not unreasonably impair
the  ownership, intended  use or value  of the  Real Property for  the Business.
Buyers shall pay  for any owner's title  insurance policy premium and  all other
costs and expenses associated therewith.

               (b)  Title to GRC-Canada Real Property.

                                      -32-

<PAGE>

                    (i)  Canadian Buyer shall  be allowed 10 days  following the
          execution of this Agreement  to examine the title to the Real Property
          to be conveyed to Canadian Buyer (the "Canadian Property").  If within
          such time Canadian  Buyer shall furnish to GRC-Canada  or its Canadian
          legal  counsel (Enfield,  Hemmerick, Adair  & Wood),  in  writing, any
          valid objection to or requisition  on title other than Permitted Title
          Exceptions (hereinafter called  an "Objection"), then Canadian  Seller
          shall  use  its  reasonable  best  efforts  to  remove  or   otherwise
          completely satisfy the same by the Closing Date.

                    (ii) At least 10  business days prior  to the Closing  Date,
          GRC-Canada shall provide to Canadian  Buyer a response to any  and all
          Objections,   including  any  available  curative  matter  or  further
          information in regard to any Objection.

                    (iii)     If the material  to be provided to  Canadian Buyer
          pursuant to  Section 7.3(b)(ii) indicates that any  Objection will not
          be removed  or otherwise  completely satisfied  prior  to the  Closing
          Date, Canadian Buyer  may:  (i) waive such Objection;  (ii) attempt to
          remove the Objection; (iii) terminate this Agreement upon the delivery
          of  notice  thereof  to  Sellers;  or (iv)  elect  to  consummate  the
          transactions contemplated hereby  notwithstanding such Objections with
          the further right to deduct from the  Purchase Price the amount of any
          liens  or encumbrances  having  a  definite  or  ascertainable  amount
          provided  that in  such event  any amount  so deducted  will, at  GRC-
          Canada's direction, either be paid to satisfy such lien or encumbrance
          or be placed into an  escrow account pending the ultimate satisfaction
          or removal of same.

          7.4  Other  Matters.    Buyers  hereby  undertake  to  abide   by  the
obligations imposed on them pursuant to Sections 6.5, 6.9, 6.10 and 6.11 of this
Agreement.


                                    ARTICLE 8

                                   TAX MATTERS

          8.1  Payment  of Taxes.  Each Seller shall timely pay, before the same
shall   become  delinquent  and  before  penalties  accrue  thereon,  all  Taxes
(including  any Taxes incurred in  connection with the transactions contemplated
by this Agreement,  if and to  the extent such  Taxes are the  responsibility of
Sellers)  (a) shown (or  required  to be  shown)  on  any Return  (or  amendment
thereto) filed  (or required to be filed) by such Seller before, on or after the
Closing Date, (b) that become due from  or payable by such Seller before, on  or
after the Closing Date or (c) that GRC-Canada is required to withhold and remit.
This Section 8.1 shall not  apply with regard to any Tax to  the extent that the
Assets  cannot be  made  subject to  a lien  for  such Tax  and  Buyer (and  its
successors, assigns, or affiliates) cannot be made liable for such Tax and shall
not apply to any Taxes accrued on the April Balance Sheet.   Each party shall be
responsible for filing Forms W-2 with respect to the 1994 taxable year in 

                                      -33-

<PAGE>

accordance with the  "Standard Procedure" described in Rev.  Proc. 84-77, 1984-2
C.B.  753.   The  responsibility  for all  other  information  returns shall  be
allocated similarly.

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

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


                                    ARTICLE 9

                          BUYERS' CONDITIONS TO CLOSING

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

          9.1  Continued  Truth   of  Warranties.     The   representations  and
warranties of each Seller herein contained shall  be true as of the Closing Date
with the same force and effect as though made as of such date.

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

          9.3  No Material  Adverse Change.   There shall have been  no material
adverse  change to the properties, operations, liabilities, earnings, prospects,
business or condition (financial or otherwise) of the Business, taken as a whole
since April 30, 1994.

          9.4  Permits and Consents.  The  parties hereto shall have secured all
appropriate orders,  consents, approvals and  clearances, in form  and substance
reasonably satisfactory to Buyers, by and from all third parties, including but 

                                      -34-

<PAGE>

not limited to governmental or  regulatory authorities, whose order, consent and
approval  or  clearance is  required  by  contract  or  applicable law  for  the
consummation of  the  sale of  the  Assets  and the  other  transactions  herein
contemplated.

          9.5  Full  Investigation.    Buyers  and  their respective  employees,
attorneys, accountants and  other agents shall have been permitted  to conduct a
full  investigation  of  the books,  records,  assets,  liabilities, operations,







prospects,  business  and  condition  of  Sellers,  including  attorneys'  audit
response  letters and  environmental  assessments  of  Sellers'  facilities  and
business if Buyers deem it appropriate to  obtain the same, and Buyers shall  be
reasonably satisfied with the results thereof.  

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

          9.7  HSR Act.   The waiting period  imposed by the HSR  Act (including
extensions  thereof, if any) shall  have expired or  been terminated without any
enforcement action being threatened by either of the Antitrust Authorities.



                                   ARTICLE 10

                         SELLERS' CONDITIONS TO CLOSING

          The respective  obligations of Sellers  to consummate the sale  of the
Assets  and the  other  transactions  contemplated by  this  Agreement shall  be
subject to  the fulfillment  to their reasonable  satisfaction of  the following
conditions:

          10.1 Continued   Truth  of   Warranties.    The   representations  and
warranties of  Buyers herein contained  shall be true  on and as  of the Closing
Date with the same force and effect as though made as of such date.

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

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

                                      -35-

<PAGE>

          10.4 Closing Documents.   Buyers  shall have  delivered all  documents
required to be delivered  by them at Closing, as more specifically  set forth in
this Agreement, in each case in form and substance satisfactory to Sellers.

          10.5 HSR Act.   The waiting period  imposed by the  HSR Act (including
extensions thereof, if any)  shall have expired or  been terminated without  any
enforcement action being threatened by either of the Antitrust Authorities.


                                   ARTICLE 11

                      DOCUMENTS TO BE DELIVERED AT CLOSING

          11.1 Documents  to be  Delivered by  Sellers.   At  the Closing,  each
Seller shall:

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

               (i)  special warranty  deeds conveying  to U.  S. Buyer  and
     Canadian Buyer, as the  case may be, good and  marketable title to  all
     Real Property of such Seller;

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

               (iii)     assignments of patents, trademarks, copyrights and
     applications  therefor,  in  form   suitable  for  recording  with  any
     applicable registration authority, and all other  Intellectual Property
     of such Seller;

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

               (v)  assignment and  assumption agreements  with respect  to
     the Contract  Rights of such  Seller to  be acquired by U.S.  Buyer and
     Canadian  Buyer, as  the case  may be,  hereunder, in  form  reasonably
     satisfactory to  such Buyer, Seller and  any third party whose  consent
     is required to effectively assign such Contract Right to such Buyer;

                                      -36-

<PAGE>

               (vi) assumption  agreements   with  respect   to  any  other
     liabilities  of such  Seller falling  within the definition  of Assumed
     Liabilities in Section 2.1 of this Agreement;

               (vii)     original share  certificates evidencing all shares
     of  capital  stock of  Empresa  and  Materiales owned  by  Sellers  and
     purchased by U.S. Buyer, each duly endorsed for transfer in blank;

               (viii)    a blanket bill of sale and assignment covering all
     other Assets  of such Seller not  identified above, conveying good  and
     marketable  title to such  Assets to  U.S. Buyer or  Canadian Buyer, as
     the  case  may  be,  and   containing  "further  assurances"   language
     obligating such Seller to execute  other appropriate instruments  after
     the Closing in  order to confirm such  Buyer's title to and  possession
     of such Seller's Assets;

               (ix) possession of the Real Property and all keys thereto;

          (b)  Deliver to Buyers a certificate  of such Seller's chief executive
officer to the effect that Sellers'  representations and warranties in Article 3
are  true as of the Closing Date, and  a certificate of incumbency and copies of
the resolutions adopted  by the Board  of Directors and  shareholder(s) of  such
Seller,  authorizing  the execution  and  delivery  of  this Agreement  and  the
consummation  of the  sale of  Assets  and the  other transactions  contemplated
hereby, duly  certified as of the Closing Date by  the Secretary or an Assistant
Secretary of such Seller;

          (c)  Deliver   to  Buyers  certificates  of  good  standing  or  their
equivalent, dated not earlier  than May 5, 1994, attesting to  the good standing
of such Seller as a corporation under the laws of its state of incorporation and
each other jurisdiction listed on Schedule 3.1(b);

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

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

          (f)  Deliver to Buyers a Noncompetition Agreement in substantially the
form attached as Schedule  11.1(f), duly executed by each of  the Sellers, their
respective parent corporations and Raymond G. Perelman;

          (g)  Deliver  to  Buyers an  opinion  of Schnader,  Harrison,  Segal &
Lewis, counsel for  Sellers, as to such  matters as are reasonably  requested by
Buyers and their counsel; and

                                      -37-

<PAGE>

          (h)  Deliver to Buyers an opinion of Enfield, Hemmerick, Adair & Wood,
Canadian  counsel  for  Sellers, as  to  such  matters of  Canadian  law  as are
reasonably requested by Buyers and their counsel.

     11.2 Documents to be Delivered by Buyers.  At the Closing, Buyers shall:

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

          (b)  Deliver  to Sellers  certificates  of  Buyers'  respective  chief
executive officer to  the effect that Buyers' representations  and warranties in
Article 4 are true  as of the Closing Date, and a  certificate of incumbency and
copies  of the  resolutions  adopted by  the respective  Boards of  Directors of
Buyers,  authorizing  the execution  and  delivery  of  this Agreement  and  the
consummation of the  purchase of Assets and the  other transactions contemplated
hereby, duly certified as  of the Closing Date by the  respective Secretaries or
Assistant Secretaries of Buyers;

          (c)  Deliver  to  Sellers  a  certificate  of  good  standing  or  its
equivalent, dated not more than ten days prior to the Closing Date, attesting to
the  good standing of U.S. Buyer (or  a designee thereof) as a corporation under
the  laws of the  State of Delaware  and attesting to the  existence of Canadian
Buyer as a corporation under the Business Corporation Act (Ontario);

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

          (e)  Deliver to Sellers (i) the articles of incorporation, as amended,
of U.S. Buyer, certified  by the Delaware  Secretary of State as  of a date  not
more than ten days  prior to the Closing Date, and  (ii) the bylaws, as amended,
of U.S. Buyer, certified  as of the Closing Date by a  Secretary or an Assistant
Secretary of U.S. Buyer;

          (f)  Deliver to Sellers a copy of the articles and bylaws of  Canadian
Buyer, certified as of the Closing Date by an officer of Canadian Buyer;

          (g)  Deliver  to Sellers  the  payments  required to  be  made on  the
Closing Date pursuant to Section 1.3 above;

          (h)  Deliver to  Sellers  assignment and  assumption  agreements  with
respect to the assumption of the Assumed Liabilities by Buyers;

          (i)  Deliver to Sellers an opinion of Thompson & Mitchell, counsel for
Buyers, as to  such matters  as are  reasonably requested by  Sellers and  their
counsel; and

                                      -38-

<PAGE>

          (j)  Deliver to  Sellers an opinion  of Davies, Ward &  Beck, Canadian
counsel for  Buyers,  as to  such  matters of  Canadian  law as  are  reasonably
requested by Sellers and their counsel.


                                   ARTICLE 12

                                 INDEMNIFICATION

     12.1 General Indemnification.

          (a)  By  Seller.   Subject to  the provisions of  this Article  12, by
execution of this Agreement, Sellers,  jointly and severally, agree to indemnify
Buyers  and their  respective  successors  and assigns  and  hold them  harmless
against and in respect of:

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

               (ii) any  and all loss,  liability, cost, expense  or damage
     relating to  past, present or  future violations  of any  environmental
     laws,  regulatory guidelines,  policies and  the like  which violations
     arise from  or  relate  to any  of  Seller's  operations prior  to  the
     Closing,  except  any  liabilities  directly   arising  out  of   Known
     Environmental Matters;

               (iii)     any  Seller's  obligations  with  respect  to  any
     employees,  except  to  the  extent  of  Buyer's undertakings  in  this
     Agreement with respect to the employees;

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

               (v)  any  and  all costs,  expenses  and  all  other  actual
     damages incurred by Buyer in  remedying any breach,  misrepresentation,
     nonperformance  or inaccuracy  described  above,  or  in enforcing  its
     right of indemnification hereunder, including,  by way of  illustration
     and not limitation, all  legal and accounting  fees, other professional
     expenses and all filing fees, and collection costs incident thereto 

                                      -39-

<PAGE>

     and all  such fees,  costs and  expenses incurred  in defending  claims
     which, if successfully prosecuted, would  have resulted in  Damages (as
     defined herein).

               (b)  By Buyers.  Subject to the provisions of this Article 12, by
execution of this  Agreement, Buyers, jointly and severally,  agree to indemnify
Sellers  and their  respective successors  and  assigns and  hold them  harmless
against and in respect of:

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

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

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

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

          12.2 Notice of, and Procedures for, Collecting Indemnification.

               (a)  Initial  Claim Notice.   When  a  party becomes  aware of  a
situation which  may result  in Damages  for which  it would  be entitled  to be
indemnified  hereunder, such  party  (the "Indemnitee")  shall submit  a written
notice   (the  "Initial   Claim  Notice")   to  the   other  party   from  which
indemnification  may be forthcoming pursuant  to Section 12.1 (the "Indemnitor")
to such effect with reasonable promptness  after it first becomes aware of  such
matter and  shall  furnish  the  Indemnitor with  such  information  as  it  has
available demonstrating its right  or possible right  to receive indemnity.   If
the potential claim is predicated on, or later results in, the filing by a third
party of any action at law or in equity (a "Third Party Claim"), the Indemnitee 

                                      -40-

<PAGE>

shall provide the Indemnitor with a  supplemental Initial Claim Notice not later
than ten  (10) days prior  to the date  on which  a responsive pleading  must be
filed, and shall also furnish a  copy of such claim (if made in  writing) and of
all  documents received  from the  third party  in  support of  such claim.   In
addition, each  Initial Claim  Notice  shall name,  when  known, the  person  or
persons making  the assertions which are the  basis for such claim.   Failure by
the Indemnitee to  deliver an Initial  Claim Notice  or an update  thereof in  a
timely manner shall not  relieve the Indemnitor of any of  its obligations under
this  Agreement  except to  the  extent that  actual  monetary prejudice  to the
Indemnitor can be demonstrated.

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

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

               (d)  Survival  of Indemnification.  Any other provision hereof to
the contrary  notwithstanding, the parties  agree that  the representations  and
warranties of the  parties contained in this  Agreement and in any  certificates
delivered pursuant to  this Agreement shall survive for a period of one (1) year
after the  Closing  Date for  purposes of  this Article  12,  regardless of  any
investigation made by  either party  prior to the  date hereof  or prior to  the
Closing Date,  provided, however, that  the one-year limitations period  in this
Section shall not apply to any of Sellers' representations and warranties (and 

                                      -41-

<PAGE>

any claims for indemnification therefor)  relating to Asbestos Claims, Taxes and
Environmental  Matters.     Buyers  and  Sellers  shall  only   be  entitled  to
indemnification  under this  Article  12  for  breaches of  representations  and
warranties if a written notice describing the claim for which indemnification is
sought is signed by the President or any Vice President  of Buyer or Sellers, as
the case may be, and is submitted to Sellers or Buyers, as the  case may be, not
later than  one year  following the  Closing Date,  except in  the case of  such
Asbestos  Claims,  Taxes and  Environmental  Matters.    Except for  claims  for
indemnification based upon Asbestos Claims, Taxes and Environmental Matters, any
claim  for  indemnification  pursuant  to   this  Article  12  for  breaches  of
representations and warranties not made prior to the expiration of such one-year
period  shall be  extinguished,  and  all  representations and  warranties  with
respect  to which no  claim is  made prior  to the  expiration of  such one-year
period shall expire and be of no further force and effect.

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

               (f)  Minimum Dollar Limitation.  The parties hereto agree that no
violations  or  breaches  under  any one  or  more  of  the representations  and
warranties of Sellers  or Buyers  set forth  in this Agreement  shall support  a
claim for  Damages unless and until  Damages attributable to all  violations and
breaches exceed on a cumulative and aggregate basis the sum of $150,000 and that
in such  event Sellers and Buyers shall  only be obligated to  indemnify a party
entitled to indemnification  under this Article 12 for  cumulative and aggregate
Damages that  exceed $150,000, provided,  however, that such limitation  in this
Section shall not  apply to any of Sellers' representations  and warranties (and
any claims for indemnification therefor)  relating to Asbestos Claims, Taxes and
Environmental Matters, and Buyers shall be entitled to indemnification hereunder
from  Sellers only to  the maximum aggregate  extent of $7.5  million, provided,
however, that such limitation in this Section shall not apply to any of Sellers'
representations and  warranties (and  any claims  for indemnification  therefor)
relating to Asbestos Claims, Taxes  and Environmental Matters, and Sellers shall
be  entitled  to indemnification  hereunder  from  Buyers  only to  the  maximum
aggregate extent of $7.5 million.

               (g)  Impact  of Insurance  Proceeds.   The gross amount  which an
Indemnitor is liable  to, for, or on  behalf of the Indemnitee pursuant  to this
Section   (the  "Indemnifiable  Loss")  shall  be  reduced  (including,  without
limitation, retroactively) by any insurance proceeds actually recovered by or on
behalf of  such  Indemnitee related  to  the Indemnifiable  Loss,  and shall  be
further reduced to  take account of  any tax benefit  to the Indemnifee  arising
from the Indemnifiable Loss.  If an Indemnitee shall have received or shall have
had paid on its behalf an indemnity  payment in respect of an Indemnifiable Loss
and shall subsequently receive directly  or indirectly insurance proceeds or tax
benefits in respect of such Indemnifiable Loss, then such Indemnitee shall pay 

                                      -42-

<PAGE>

to such Indemnitor the amount of such insurance proceeds and tax benefits or, if
less, the amount  of such indemnity payment.  For purposes  of this Section, tax
benefits arising  from an  Indemnifiable Loss shall  be determined  after taking
into account the  tax detriment, if any,  arising from the receipt  of insurance
proceeds or  indemnification payments by or on behalf  of the Indemnitee and the
tax  benefit,  if  any, to  the  Indemnitee  arising from  any  payments  to the
Indemnitor.

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

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


                                   ARTICLE 13

                                  MISCELLANEOUS

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

          In the case of either Buyer, care of:

          A.P. Green Industries, Inc.

                                      -43-

<PAGE>

          Green Boulevard
          Mexico, Missouri 65265
          Attn: Paul F. Hummer
          Telecopy: 314/473-3331

          With a copy to:

          A.P. Green Industries, Inc.
          Green Boulevard
          Mexico, Missouri 65265
          Attn: Michael B. Cooney, Esq.
          Telecopy: 314/473-3331

          and a copy to:

          Thompson & Mitchell
          One Mercantile Center
          Suite 3400
          St. Louis, Missouri  63101
          Attn:  Robert M. LaRose, Esq.
          Telecopy: 314/342-1717

          In the case of any Seller:

          General Refractories Company
          225 City Line Avenue
          Bala Cynwyd, PA  19004
          Attn:  Raymond G. Perelman
          Telecopy:  215/660-8817

          With a copy to:

          General Refractories Company
          225 City Line Avenue
          Bala Cynwyd, PA  19004
          Attn:  Barry L. Katz, Esq.
          Telecopy:  215/660-8817

                                      -44-

<PAGE>

          With a copy to:

          Schnader, Harrison, Segal & Lewis
          Suite 3600
          1600 Market Street
          Philadelphia, PA  19103
          Attn:  Thomas J. McLean, Esq.
          Telecopy:  215/751-2205

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

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

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

          13.4 Binding  on  Successors and  Assigns.   This  Agreement  shall be
binding upon, inure  to the  benefit of and  be enforceable  by and against  the
parties hereto  and their respective  successors and assigns in  accordance with
the terms hereof; and in the event  any party hereto is dissolved or  liquidated
after the Closing Date, the obligations of such party shall automatically become
the  obligations  of the  person(s)  to  whom  are  distributed the  assets  and
properties of such party in  accordance with applicable corporate law.   Sellers
may not assign  their interest under  this Agreement without  the prior  written
consent of Buyers.   Buyers shall have  the right to  designate any one or  more
existing or  hereafter formed subsidiaries  or affiliates of Buyers  to purchase
the Assets and assume the Assumed  Liabilities of any Seller, provided (a)  such
designation shall  not relieve such  Buyers of their obligations  hereunder, and
(b) with respect to  the Assets and Assumed Liabilities acquired  and assumed by
such designee, such designee shall constitute a "Buyer" thereof for all purposes
of this Agreement,  including without limitation Article 12  hereof.  Otherwise,
Buyers  shall  have no  right to  assign  their interests  under  this Agreement
without the prior written consent of Sellers.

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

          13.6 Waivers.   The parties may, by  written agreement, (a) extend the
time for the performance of any of the obligations or other acts of the parties 

                                      -45-

<PAGE>

hereto,  (b) waive any  inaccuracies in  the representations  contained in  this
Agreement or  in any  document delivered pursuant  to this  Agreement, (c) waive
compliance with, or modify, any of the covenants or conditions contained in this
Agreement, and (d) waive or modify performance of any of the obligations  of any
of the parties hereto; provided,  that no such waiver or failure  to insist upon
strict compliance with  such obligation, covenant, agreement  or condition shall
operate  as  a waiver  of,  or  an  estoppel  with respect  to,  any  subsequent
insistence upon such strict compliance other than  with respect to the matter so
waived or modified.

          13.7 Publicity.  Any  public announcements concerning  the transaction
contemplated  by this  Agreement  shall be  jointly  planned and  simultaneously
released by  Buyers and  Sellers, and  none of  them shall  act  in this  regard
without the prior  written approval of the  others, which approval shall  not be
unreasonably withheld.

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

          13.9 List of  Schedules.   As mentioned in  this Agreement,  there are
attached hereto or delivered herewith, the following Schedules:


                                    SCHEDULES

Schedule
  No.                    Schedule Caption

 1.1(d)(i)               Addresses of U.S. Real Property
 1.1(d)(ii)              Addresses of Canadian Real Property
 1.1(e)(i)               Leased U.S. Real Property
 1.1(e)(ii)              Leased Canadian Real Property
 1.1(g)(i)               Leased U.S. Personal Property
 1.1(g)(ii)              Leased Canadian Personal Property
 1.1(h)                  Contract Rights
 1.1(i)                  Intellectual Property
 1.2(d)                  License Agreement
 1.2(f)                  Excluded Computer Hardware, Software
 1.2(h)                  Other Excluded Assets
 1.2(i)                  Excluded Receivables
 1.2(j)                  Excluded Payables
 1.3(a)                  Reimbursable Raw Material Purchase Payments
 1.3(aa)                 April Balance Sheet
 2.1(b)                  Other Retained Liabilities
 3.1(b)                  Foreign Qualifications
 3.1(d)                  Ownership Interests
 3.1(g)                  Violations or Conflicts

                                      -46-

<PAGE>

 3.1(h)                  Government Consents
 3.2(c)                  Capital Leases
 3.3                     Tax Matters
Schedule
   No.                   Schedule Caption

 3.4(b)                  Leases
 3.4(c)                  Condition of Assets
 3.6(a)                  Debt Instruments
 3.6(b)                  Contracts
 3.6(d)                  Status
 3.8                     Canadian Workers' Compensation Claims
 3.9(a)                  U.S. Employee Plans
 3.9(b)                  Canadian Employee Plans 
 3.9(c)                  Canadian Employee Plan Compliance
 3.9(h)                  U.S. Multiemployer Plans
 3.10                    Labor Relations
 3.11                    Litigation
 3.12                    Compliance With Laws and Environmental Matters
 3.13                    Bank Accounts
 3.14                    Transactions with Affiliates
 3.15                    Commissions
 4.1(c)                  Violations or Conflicts
 4.1(d)                  Government Consents
11.1(f)                  Non-Competition Agreement
13.22(a)                 Excluded Collective Bargaining Agreements
13.24                    Letters of Credit
 13.27                   Drilling and Blasting Agreement

Each of  the foregoing Schedules  is incorporated herein  by this reference  and
expressly made a part hereof.

          13.10     Expenses.  Except to  the extent otherwise provided in  this
Agreement, each of Sellers and Buyers shall bear their own expenses  incurred in
connection  with  this  Agreement  and  the  transactions  herein  contemplated,
including, but not limited to, legal and accounting fees and expenses.

          13.11     Confidentiality.   Prior  to the  Closing Date  (and  if the
Closing does not occur, for a period of five years from the date hereof), Buyers
and  Sellers (and their  respective employees,  agents, auditors,  attorneys and
other authorized representatives)  shall not, without  prior written consent  of
the party  divulging information under  this Agreement (the  "Divulging Party"),
communicate or divulge  to any person  or entity  or use for  their benefit  any
information (other than information otherwise available  or which becomes public
other  than as  a  result of  their  action)  concerning the  Divulging  Party's
financial  condition or  business,  or  concerning  any  marketing  information,
equipment,  methods, research, clients, contracts, suppliers, customers or other
data  of  or  relating to  the  Divulging  Party or  other  confidential matters
possessed, owned or  used by such Divulging  Party that may be  communicated to,
acquired by  or  learned by  them.    All correspondence,  records,  files,  tax
returns, financial  statements and other  data relating to such  Divulging Party
which shall come into the possession of Buyers or Sellers, as the case may be, 

                                      -47-

<PAGE>

shall remain  the sole property of such Divulging Party pending the consummation
of  the  transactions contemplated  hereby.   If  the  transactions contemplated
hereby are not consummated for any reason, then Buyers and  Sellers, as the case
may be,  shall return  all of  the foregoing  material to  the Divulging  Party,
together with any and all copies thereof made.  The terms of the Confidentiality
Agreement  dated January 28, 1994 are incorporated herein by reference and shall
specifically survive the execution of this Agreement.

          13.12     Survival.  Subject  to the provisions of  Section 12.2(d) of
this  Agreement, all  of  the  terms,  covenants,  warranties,  representations,
conditions, indemnity  obligations and other provisions of  this Agreement shall
survive and continue to remain in full force and effect after the Closing.

          13.13     Entire Agreement; Law  Governing.   Except as  set forth  in
Section 13.11 hereof, all prior  negotiations and agreements between the parties
hereto  are superseded  by this  Agreement,  and there  are no  representations,
warranties, understandings or  agreements other than  those expressly set  forth
herein  or  in an  Exhibit  or  Schedule delivered  pursuant  hereto, except  as
modified in writing concurrently herewith  or subsequent hereto.  This Agreement
shall be governed  by and construed  and interpreted  according to the  internal
laws of the  State of Delaware, determined without reference to conflicts of law
principles.

          13.14     No  Third-Party Rights.  This Agreement  is not intended and
shall not be construed to create any rights in any persons other than Buyers and
Sellers,  and no  person  shall  assert any  rights  as third-party  beneficiary
hereunder.
          13.15     Independent Investigation.  Buyers represent that  they have
performed their  own independent investigation  of the Business, the  Assets and
the  Assumed   Liabilities,  and   Buyers  acknowledge   that  they   and  their
representatives have been  permitted full and complete  access to the books  and
records,   facilities,  equipment,   returns,  contracts,  policies   and  other
information pertaining to  the Business, the Assets and  the Assumed Liabilities
which they and their representatives have desired or requested to see or review,
and that they and their representatives have had a full opportunity to meet with
representatives of Sellers  to discuss the Business, the Assets  and the Assumed
Liabilities.   Buyers  represent that  they  or their  representatives have  the
knowledge and ability to have conducted a full and complete investigation of the
Business, the Assets and the Assumed Liabilities and to fully evaluate the same.

          13.16     Sellers'  Representations  and  Warranties.    Each  of  the
representations  and warranties  of Sellers  made  in this  Agreement is  hereby
qualified by reference  to the possible adverse  effects on the Business  and on
the Sellers' relationships  with customers, suppliers, employees,  creditors and
others which may  result from the disclosure to  employees, customers, suppliers
and  creditors,  and the  Closing,  of  the  transactions contemplated  by  this
Agreement.  A disclosure in any particular representation, warranty, schedule or
exhibit  hereunder will constitute  disclosure under each  other representation,
warranty, schedule or exhibit pertaining to similar or overlapping matters.

                                      -48-

<PAGE>

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

          13.18     Records of  Buyer.  Prior  to and following  Closing, Buyers
agree  to permit  Sellers and  their representatives  to  inspect the  books and
records of Buyers  included in the  Assets and Assumed  Liabilities and to  make
copies of  the same during regular business hours and  at no expense to Buyer in
order for  Sellers and  such representatives to  obtain information  relevant to
Sellers' tax returns, third party claims or litigation involving Sellers,  or as
otherwise reasonably  required for the  conduct of Sellers' Businesses.   Buyers
agree to maintain such  books and records insofar  as they relate to the  Assets
and the Assumed Liabilities  for a period of not less than seven years after the
Closing  Date.    Buyers  agree  to  cooperate  fully  with  Sellers  and  their
representatives in any  and all claim and litigation  matters including, without
limitation,  certain litigation  by GRC  against  Adience Inc.  in the  Court of
Common  Pleas  in  Allegheny  County,  Pennsylvania, and  by  GRC  against  Wehr
Corporation in  the  Supreme  Court  of  Canada, and  to  make  their  employees
(including former employees of Sellers  hired by Buyers) available for testimony
and   counsel  regarding  claim   and  litigation  matters   including,  without
limitation, all asbestos matters.

          13.19     Termination.

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

               (i)  at  the election of Buyers in the circumstances contemplated
     in Section 7.3;

               (ii) at  the  election  of  Buyers if  any  one  or  more  of the
     conditions set forth in Article  9 to their obligation to proceed with  the
     Closing has not be fulfilled on or before the Closing Date;

               (iii)     at the  election of Sellers if  any one or more  of the
     conditions set forth  in Article  10 to  their obligation  to proceed  with
     Closing has not been fulfilled on or before the Closing Date;

               (iv) at the election of Buyers or Sellers if any legal proceeding
     is commenced or  threatened by any governmental  or regulatory authority or
     other  person  (other  than  Buyers   or  Sellers)  directed  against   the
     consummation  of the Closing and either Buyers or  Sellers, as the case may
     be,  reasonably and  in good faith  deem it  impractical or  inadvisable to
     proceed in  view of  such legal proceeding or  threat thereof,  taking into
     account the potential expense and delay likely to be involved;

                                      -49-

<PAGE>

               (v)  at  any time  on or  prior to  the Closing  Date,  by mutual
     written consent of Buyers and Sellers; or

               (vi) at the  election of  Buyers or Sellers,  if Closing  has not
     occurred on or prior to August 31, 1994.

If this  Agreement so  terminates, it  shall become  null and void  and have  no
further force and effect, except as provided in Section 13.19(b), and except for
Section 13.11 which shall survive termination.

               (b)  If this Agreement is validly terminated pursuant to Sections
13.19(a)(i), (iv), (v) or (vi), and the transactions contemplated hereby are not
consummated  as described  above, this  Agreement shall  become void  and of  no
further force and effect, and neither party shall have any claim or liability to
the other  party  for  any  damages,  costs or  expenses  paid  or  incurred  in
connection with this Agreement or the transactions contemplated hereby.  If this
Agreement is validly terminated pursuant  to Sections 13.19(a)(ii) or (iii), and
the transactions  contemplated hereby are  not consummated  as described  above,
then this  Agreement shall become void and  of no further force  and effect, and
the terminating  party shall have  a claim  for liquidated  damages against  the
other party  in  an aggregate  amount not  to exceed  the  reasonable costs  and
expenses actually  paid or incurred to third parties  to the date of termination
in connection with the transactions contemplated hereby; provided, however, that
if  such termination  results  from a  failure  of any  condition  set forth  in
Sections 9.4,  9.7, 10.3 or  10.5, then  neither party shall  have any  claim or
liability to the other party for any damages, costs or expenses paid or incurred
in connection with  this Agreement or the transactions  contemplated hereby, and
provided further that  if Buyers terminate pursuant to Section 13.19(a)(ii) as a
result of Seller's failure to comply with Sections 9.1, 9.2, 9.3 and 9.6 of this
Agreement due  to reasons within  Sellers' reasonable control and  Sellers enter
into a  definitive agreement to sell the Business, either  in the form of a sale
of assets or  stock or  a merger  of other acquisition  transactions within  six
months of  such termination, the liquidated damages payable by Sellers to Buyers
shall be  the greater  of $1,000,000 or  twice Buyer's  reasonable out-of-pocket
expenses actually paid to  third parties or incurred to the  date of termination
of this Agreement in connection with the transactions contemplated hereby.  This
Agreement may  not be  terminated by  either party  except as  provided in  this
Section 13.19.  Neither  party shall have  any liability to  the other party  in
respect of a valid termination of this  Agreement except to the extent set forth
in this Section 13.19, and the parties hereby expressly waive any other legal or
equitable rights, remedies or causes of action.

          13.20     Casualty Loss.    Notwithstanding  anything  herein  to  the
contrary, Buyer shall not  have the right to terminate this  Agreement and there
shall be  no adjustment  in  the Purchase  Price if  any Assets  located at  the
Sellers' plant  locations in Warren,  Ohio, Hitchins, Kentucky, Troup,  Texas or
Rockdale, Illinois and as reflected in the April Balance Sheet are lost, damaged
or destroyed from  May 1, 1994 to the Closing Date,  provided, however, that, if
the Closing occurs, Buyers  shall be entitled to receive  any insurance proceeds
paid with  respect to  such loss,  damage or  destruction, and  Buyers shall  be
responsible for any deductible or co-pay amount with respect thereto.  For all 

                                      -50-

<PAGE>

other  lost,  damaged or  destroyed  Assets,  Buyers  shall  have the  right  to
terminate this  Agreement  to the  extent such  loss, damage  or destruction  of
Assets constitutes a Material Adverse Change.

          13.21     Employees.  To the extent Buyers do not hire any employee of
Sellers  except those  salaried employees  located in  Sellers' Bala  Cynwyd and
Audubon, Pennsylvania  offices, Buyers shall indemnify and hold harmless Sellers
on account  of  any claims  of  such employee  or  applicable U.S.  or  Canadian
governmental  authorities for  termination  and/or severance  benefits, wrongful
discharge  and other  claims arising from  the termination of  the employment of
such  employees, whether  under United  States or  Canadian law.    In addition,
Buyers shall be  responsible for, and shall indemnify and  hold Sellers harmless
from, any and all claims,  other than those specifically provided for  elsewhere
in  this Agreement,  by any  employee  who accepts  Buyers' bona  fide  offer of
employment, arising out of or relating to  events taking place after the date of
their employment by Buyers, whether arising under United States or Canadian law,
provided that  the Buyers shall not assume liability  for claims made in respect
of  any person who was not employed by  Sellers as of the date of Closing unless
such   claims  or  potential  claims  directly   result  from  the  transactions
contemplated by this Agreement or have been disclosed by Sellers and accrued for
in the April Balance Sheet.  Buyers  shall provide health insurance coverage for
all employees  hired by  Buyers beginning  on the  date of  their employment  by
Buyers, consistent with  the coverage provided by Buyers or  their affiliates to
current employees.

          13.22     Collective Bargaining Agreements.

               (a)  U.S. Agreements.  U.S. Buyer shall not adopt  the collective
bargaining agreements of  U.S. Sellers that are  set forth on Schedule  13.22(a)
annexed hereto.   U.S. Buyer  shall adopt,  effective on the  Closing Date,  the
collective bargaining agreement and U.S.  Employee Plans listed below, evidenced
by delivery to  Sellers of certified copies  of U.S. Buyer's Board  of Directors
action and plan documents or amendments in form satisfactory to Sellers:


          Labor  Agreement by  and  between  General  Refractories  Company  and
          International Brotherhood of Teamsters, Chauffeurs, Warehousemen,  and
          Helpers of America,  A.F.L.-C.I.O., Local Union Number 294  (Troy, New
          York warehouse)

          General Refractories Company - The  Aluminum, Brick and Glass  Workers
          International Union Pension Plan (002)

          General  Refractories Company  - The  United  Steelworkers of  America
          A.F.L.-C.I.O.-C.L.C.   Retirement   Pension  Plan   for   Non-Salaried
          Employees (005)

          General Refractories Company Hourly Employees Pension Plan (015)

          General  Refractories Company  and GR  Amtec  Systems Group  Insurance
          Plans for non-salaried employees (505, 507, 509, 512, 513 and 515).

                                      -51-

<PAGE>

               (b)  Effective  on the  Closing Date,  Canadian  Buyer shall  (i)
accept and be  bound by the terms of the collective agreement between GRC-Canada
and The United Steelworkers of America, Local 14857 (the "Canadian Union")  as a
successor  employer  under   such  collective  agreement  and  (ii)  assume  all
obligations and  liabilities of GRC-Canada  under the pension  agreement between
GRC-Canada and the Canadian Union; with respect to clause (ii) above, GRC-Canada
shall transfer  and assign to  Canadian Buyer, and Canadian  Buyer shall assume,
all rights, assets and/or funding  agreements relating to such pension agreement
and the pension plan maintained pursuant thereto.

          13.23     Employee Benefits.

               (a)  Salaried Employees Pension  Plan.  Effective on  the Closing
Date, Canadian Buyer  shall adopt all obligations and  liabilities of GRC-Canada
under the retirement pension plan for salaried employees of GRC-Canada, and GRC-
Canada shall  transfer and assign  to Canadian  Buyer all rights,  assets and/or
funding agreements relating to such pension plan.

               (b)  401(k)  Plan.   The  portion  of  the  General  Refractories
Company  Tax-Sheltered Savings Plan (the "U.S.  Sellers' Savings Plan") relating
to employees and former employees of U.S. Sellers and the Business, except those
employees located  in Sellers'  Bala Cynwyd  and Audubon, Pennsylvania  offices,
shall  be spun off  as a separate  plan (the "U.S. Buyer's  Savings Plan") which
shall be adopted by  and maintained by U.S. Buyer.  Promptly  after the Closing,
U.S. Buyer shall enter  into a funding agreement with respect  to the U.S. Buyer
Savings  Plan,  and shall  furnish  to  U.S. Sellers  certified  copies of  such
agreement and of U.S. Buyer Savings Plan and asset transfer instructions.   U.S.
Sellers  shall  cause the  assets  credited  to the  U.S.  Sellers'  Saving Plan
accounts of employees and former employees  of U.S. Sellers and the Business  to
be transferred in kind and/or  in cash to the funding agent for the U.S. Buyer's
Savings  Plan.  U.S.  Buyer agrees to submit  on a timely  basis to the Internal
Revenue  Service an  application  for  determination with  respect  to the  tax-
qualified status of the U.S. Buyer Savings Plan.

               (c)  Health Benefit Plan.  The General Refractories Company Group
Insurance Plan  for Salaried Employees  shall retain any  liability for (i)  all
claims submitted by employees to Massachusetts Mutual Insurance Company prior to
the Closing  Date, (ii)  all continuation coverage  under part 6  of Title  I of
ERISA  for employees of the Business and Sellers  who are not employed by Buyers
("COBRA Coverage") and  (iii) the terminal liability under  the plan, consisting
of liability with respect to all  claims submitted by employees of the  Business
and Sellers  arising prior to Closing Date, and  (iv) all coverage for employees
or former employees of  the Business and Sellers who are  retired or permanently
disabled on  the Closing Date  (on behalf  of themselves and  their dependents),
whether  relating to treatment  before or after the  Closing Date, in accordance
with the terms  of the plan  and shall cause  the plan to  pay such benefits  in
accordance with its terms.  Buyers  shall assume no liability therefor.   Buyers
shall assume under Buyers' health plan only the liability with respect to claims
from  and  after the  Closing Date  submitted  by employees  of Sellers  and the
Business who are employed by Buyers.

                                      -52-

<PAGE>

               (d)  Severance   Pay.    Buyers  shall  be  responsible  for  any
termination  and/or severance  payment  to  which each  employee  of Sellers  is
entitled under Sellers' severance pay policies or under applicable United States
or Canadian law pursuant to Section 13.21 of this Agreement, except with respect
to  those  employees  of  Sellers  located  in  the  Bala  Cynwyd  and  Audubon,
Pennsylvania offices,  provided that the  Buyers shall not assume  liability for
claims made in respect of any  person who was not employed by Sellers  as of the
Closing  Date unless such  claims or potential  claims directly result  from the
transactions contemplated  by this Agreement  or have been disclosed  by Sellers
and accrued for in the April Balance Sheet.

               (e)  Assumed  Plans.   From and  after the  Closing  Date, Buyers
shall have full  responsibility for operation  of the plans adopted  pursuant to
Sections 13.22 and 13.23,  including making all contributions accrued  as of and
after the Closing  Date, and all reporting and disclosure requirements that come
due  after 1993  whether  relating to  periods before  1994 or  after 1993.   In
addition, with respect to all of Sellers' collective bargaining agreements which
are not  adopted by Buyers  as identified  on Schedule  13.22(a) hereto,  Buyers
shall indemnify, defend and hold Sellers  harmless from and against any and  all
claims,  damages, losses,  liabilities, costs  and  expenses including,  without
limitation,  legal and  other expenses,  that  Sellers or  their affiliates  may
suffer,  sustain, incur or become  subject to arising out of  or with respect to
the  determination  of  Buyers  not  to adopt  any  such  collective  bargaining
agreement, and Buyers shall assume in the first instance the defense  of and all
related  legal costs and expenses  of any such  claims that may  be made against
Sellers and their affiliates.

               (f)  Vacation  Pay.   Buyers shall  be responsible for  and shall
indemnify and  hold Seller harmless for all pay  for vacation time earned before
the Closing  Date but taken  on or after  the Closing  Date by employees  of the
Business and Sellers employed by Buyers.

               (g)  Cooperation.  Sellers  and Buyers agree to cooperate in good
faith in  taking such  action, or  causing such  action to  be taken,  including
fulfilling  all  legal and  regulatory  obligations  of  the parties  and  their
respective  affiliates, to  give  effect  to the  foregoing  provisions of  this
Section.

          13.24     Letters of Credit  and Promissory  Notes.   At the  Closing,
Buyers shall, with respect to all letters of credit and related promissory notes
and other obligations listed on Schedule 13.24 hereto which relate to the Assets
or the Assumed  Liabilities to be  acquired by such  Buyers together with  other
similar letters of credit and related promissory notes and obligations as may be
incurred by Sellers  in the ordinary course  of business to the  Closing Date in
connection  with such  Assets or  such Assumed  Liabilities, substitute  its own
letters of  credit and related  promissory notes and other  obligations therefor
and obtain at such time consent of the  holder thereof to the release of Sellers
from any  obligations with  respect thereto; provided,  however, that if  any of
such obligations are required by law to  be continued after the Closing Date and
the  obligee  thereof  will  not  permit  such  Buyers  to  substitute  its  own
obligations therefor,  or such  Buyers are  unable to  obtain the  consent of  a
holder thereof as set forth above, then such Buyers shall indemnify, defend and 

                                      -53-

<PAGE>

hold  Sellers harmless  from and  against any and  all claims,  damages, losses,
liabilities,  costs and expenses, including, without limitation, legal and other
expenses, that Sellers or their affiliates  may suffer, sustain, incur or become
subject to  with respect to  such continuing obligations; and  provided further,
that if Sellers receive  any bills or invoices for payments  due with respect to
any such letters of  credit and related  promissory notes or other  obligations,
including,  without limitation, with  respect to workers'  compensation matters,
and  regardless of whether  such Buyers shall  have posted their  own letters of
credit, promissory notes or other obligations therefor, Sellers shall submit the
same  to such Buyers, and such Buyers agree  to pay such bills and invoices upon
receipt.

          13.25     No Tax  Representations.  Sellers  and Buyers agree  that no
representation or  warranty has been made by them as  to the tax consequences of
the transactions contemplated by this Agreement or the results of the allocation
of the amount of, or the consideration comprising, the Purchase Price, that each
is  engaging separate counsel  with respect to  such tax consequences,  and that
each is assuming its own respective income tax liability, if any, arising out of
this Agreement or the consummation of the transactions contemplated hereunder.

          13.26     Investigation Claims.   Buyers  shall indemnify,  defend and
hold  Sellers harmless  from and against  any and  all claims,  damages, losses,
liabilities, costs and  expenses including, without limitation, legal  and other
expenses that Sellers or their affiliates  may suffer, sustain, incur or  become
subject to arising out of or with  respect to any injuries sustained or  claimed
to  have  been sustained  by  any  of Buyers'  or  their  respective affiliates'
employees, representatives, agents or retained third parties, during the  course
or  as a  result of  Buyers'  or their  respective affiliates'  investigation of
Sellers and the Business, Assets and Assumed Liabilities.

          13.27     Drilling and Blasting  Services.  After the  Closing, Buyers
agree to provide drilling and blasting services to Sellers pursuant to the terms
and conditions of the Drilling and Blasting Agreement annexed hereto as Schedule
13.27.

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

                       BUYERS:

                       GENERAL ACQUISITION CORPORATION


                       By:           /s/ Paul F. Hummer           
                           Chairman and Chief Executive Officer    


                       1086215 ONTARIO INC.


                       By:           /s/ Paul F. Hummer           
                           Chairman and Chief Executive Officer    

                                      -54-

<PAGE>

                                   JOINDER BY
                           A.P. GREEN INDUSTRIES, INC.

     The  undersigned, A.P.  Green  Industries,  Inc.,  a  Delaware  corporation
("Green"), as an inducement to the execution and delivery of the foregoing Asset
Acquisition Agreement (the "Agreement") by General Refractories Company, General
Refractories Company of Ohio, General  Refractories Co. of Canada Ltd., Mapleton
Development,  Inc.   Dynamic  Products   Corporation  and   GRE  Holding,   Inc.
("Sellers"), and  intending  to  be  legally bound  hereby,  hereby  represents,
warrants  and covenants  as follows  (and, for  purposes hereof, all  terms used
herein with initial capital letters and defined  in the Agreement shall have the
definitions contained in the Agreement):

     1.   Green  is a  corporation duly  formed,  validly existing  and in  good
standing under the  laws of Delaware, and is duly qualified and in good standing
as a foreign  corporation authorized to transact  business and to own  and lease
property in each jurisdiction in which, by reason of the nature of the  business
conducted by  it or the character or location  of the properties owned or leased
by it, the  failure to so qualify  would have a  material adverse effect on  the
business or assets of Green.

     2.   The  execution  and  delivery  of   this  Joinder  by  Green  and  the
performance by Green of the obligations set forth in this Joinder have been duly
and validly authorized  by all necessary corporate action.  Green has the right,
power  and authority to  enter into and  perform this Joinder,  and this Joinder
constitutes  the  valid and  legally  binding obligation  of  Green, enforceable
against Green in accordance with its terms.

     3.   The execution, delivery and performance  of this Joinder by Green will
not contravene any provision of Green's articles of incorporation or by-laws and
will not  result in a breach of, or constitute a default under, any agreement or
other document to  which Green is  a party or  by which Green  is bound, or  any
decree,  order or rule of any  court or governmental agency  or any provision of
applicable law which is binding on Green.

     4.   Except as may  be specified in the Agreement,  no consent by, approval
or authorization of  or filing, registration or qualification  with any federal,
state or local authority,  or any corporation, person or other entity (including
any party  to  any  contract  or  agreement with  Green)  is  required  for  the
execution,  delivery or performance  of this Joinder  by Green  or in connection
with the performance of Green's obligations hereunder.

     5.   Prior  to the  completion of  the Closing  under the  Agreement, Green
hereby unconditionally  guarantees the  obligations of  its affiliates,  General
Acquisition Corporation and 1086215 Ontario Inc. ("Buyers"), as buyers under the
Agreement.   Upon completion  of the Closing,  and the performance  by Buyers of
their obligations required to be performed under  the Agreement on or before the
Closing Date, this Paragraph 5 and the obligations of Green under this Paragraph
5 and this Joinder shall terminate and be of no further force and effect.

                                      -55-

<PAGE>

     Intending to be legally bound hereby, the undersigned has duly executed and
delivered this Joinder this 11th day of July, 1994.

                    A.P. GREEN INDUSTRIES, INC.



                    By:     /s/ Paul F. Hummer
                    Title:  Chairman of the Board, President
                              and Chief Executive Officer

                                      -56-

<PAGE>

                       SELLERS:

                       GENERAL REFRACTORIES COMPANY


                       By:  /s/ Raymond G. Perelman
                                  Chairman


                       GENERAL REFRACTORIES COMPANY OF OHIO


                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          


                       GENERAL REFRACTORIES CO. OF CANADA LTD.


                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          


                       MAPLETON DEVELOPMENT, INC.

                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          


                       GRE HOLDING INC.


                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          


                       DYNAMIC PRODUCTS CORPORATION


                       By:  /s/ Raymond G. Perelman
                                  Chairman

                                      -57-
                          
<PAGE>

                                                                    Exhibit 10.1

                             NOTE PURCHASE AGREEMENT


          THIS NOTE PURCHASE  AGREEMENT is made as  of July 29, 1994  among A.P.
GREEN INDUSTRIES, INC., a Delaware  corporation (the "Company"), APG Lime Corp.,
a Delaware corporation ("Lime Corp"),  A.P. Green Refractories (Canada), Ltd., a
corporation existing  under the  laws  of Canada  ("Canada Refractories"),  A.P.
Green Refractories Limited (United  Kingdom), a corporation organized under  the
laws of  the United  Kingdom ("U.K.  Refractories"), Detrick  Refractory Fibers,
Inc.,  a Mississippi corporation ("Detrick"), General Acquisition Corporation, a
Delaware  corporation  ("Acquisition   Corp.")  and  1086215  Ontario   Inc.,  a
corporation  organized  under  the  laws  of the  province  of  Ontario,  Canada
("Ontario Inc."),  (as to  Lime Corp.,  Canada Refractories, U.K.  Refractories,
Detrick,  Acquisition  Corp.  and  Ontario   Inc.,  the  "Guarantors")  and  the
purchasers set forth in Schedule I (the "Purchasers").  In consideration  of the
agreements contained herein, and for  other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree:

          Section 1.  Notes; Payments.

          1.1   Issuance.  The  Company will authorize the issuance  and sale of
$25,000,000 in  aggregate principal  amount of its  senior unsecured  notes (the
"Notes")  due as provided in  Section 1.2(a).  The Notes  shall bear interest at
the rate of  8.55% per annum; provided,  however, that if the  initial rating on
the Notes from  the National Association of Insurance  Commissioners ("NAIC") is
below "2", the Notes shall bear  interest through July 29, 1996, at 9.55%;  and,
provided  further, regardless of  the initial NAIC  rating on the  Notes, at any
time after the issuance of the Notes that the NAIC rating on  the Notes is below
"2", the Notes  shall bear interest  at 9.55%.  Interest  on the Notes  shall be
payable semi-annually as provided in Section 1.2(a).  The Notes  shall be in the
form of Exhibit 1.1.   Interest on the Notes shall be computed on the basis of a
360-day  year  of twelve  30-day  months.   Interest  on  any overdue  principal
(including any overdue  prepayment of principal); on the  Make-Whole Premium, if
any;  to  the extent  permitted by  applicable  law, on  any unpaid  and overdue
interest; and on other Obligations shall be paid at the rate per annum 2%  above
the otherwise applicable rate.

          1.2   Payments; Prepayments.

                (a)   Regular Payments.  Commencing on July 29, 1996 the Company
          shall make  annual payments of principal with  respect to the Notes in
          accordance with the amortization schedule  attached to each Note.  The
          Company shall make  its final payment of principal with respect to the
          Notes on July 29, 2001.   Commencing on January 29, 1995, the  Company
          shall make semiannual payments, in arrears, of all accrued interest on
          January 29 and July 29 of each year.  All payments and prepayments of 

                                       -1-

<PAGE>

          principal, interest and  Make-Whole Premium, if any, shall  be made in
          immediately available  funds on  the date  specified therefor  (or, if
          such day  is not  a Business  Day, on  the  succeeding Business  Day),
          before  12:00  noon,  New  York  time, and  to  the  account  of  each
          Noteholder, respectively,  as set forth  in Schedule I, or  such other
          account as each Noteholder may designate in writing from time to time.
          The Company shall give each Noteholder  contemporaneous notice of each
          payment made to such Noteholder, such notice to be made to the address
          indicated on Schedule I,  or such other address as each Noteholder may
          designate in writing  from time to time.   All such payments  shall be
          made, without  setoff or counterclaim  and without reduction  for, and
          free  from, any  and all  present  or future  taxes, levies,  imposts,
          duties,  fees,  charges,  deductions,  withholdings,  restrictions  or
          conditions of  any nature imposed  by any government or  any political
          subdivision  or  taxing  authority thereof  (but  excluding  any taxes
          measured by the overall net income of any Noteholder).

                (b)   Optional Prepayments.   On any interest payment  date, the
          Company may prepay, in full or in part, the Notes; provided, that such
          prepayment is  accompanied by payment  of all accrued interest  to the
          date of prepayment and a Make-Whole  Premium, if any, determined as of
          the  date of the  prepayment; and provided  further, that  in no event
          shall such  prepayment be less  than the principal being  prepaid plus
          all  accrued interest  to the  date of  prepayment.   Prepayments with
          respect  to  fewer  than  all  holders are  not  permitted.    Partial
          prepayments shall  be made  pro rata  to all  holders of  Notes.   The
          Company shall give notice to each Noteholder at least 30 days, but not
          more than 60 days, prior to the intended prepayment date.  Such notice
          shall specify the prepayment date, and, as to each Note being prepaid,
          the outstanding principal amount thereof, the accrued interest thereon
          (through  the  scheduled  prepayment  date)  and  an  estimate  of the
          applicable Make-Whole Premium due in respect of such prepayment.  Such
          notice  shall  contain such  data  and  detailed calculations  as  are
          necessary  to  confirm  the computation  of  the  estimated Make-Whole
          Premium  set forth  therein.   The  amount of  the Make-Whole  Premium
          actually paid shall  be adjusted from the foregoing  estimate based on
          the most recent information available as of  the day prior to the date
          of prepayment as required  by Section 11.39.  On the day  prior to the
          date of prepayment,  the Company shall give to  each Noteholder notice
          of the actual amount of Make-Whole Premium.  Such notice shall contain
          such data  and detailed calculations  as are necessary to  confirm the
          computation of the actual Make-Whole Premium contained therein.  Any 

                                       -2-

<PAGE>

          partial  prepayments under this  Agreement applied to  the Notes shall
          reduce in  inverse order of maturity all  remaining scheduled payments
          of  principal,  pro  rata  to  all  holders  of  Notes to  which  such
          prepayment applied.

                (c)   Note Purchases.  The Company will not, and will not permit
          any Subsidiary  or Affiliate  to, acquire, directly  or indirectly  by
          purchase or  prepayment or  otherwise, any  of the outstanding  Notes,
          except in accordance with the terms of this Agreement and the Notes.

                (d)   Contingent Prepayments  Upon Change  of Control.   In  the
          event of the occurrence of a Change of Control, the Company shall give
          prompt written  notice thereof to  each Noteholder by  registered mail
          and shall  confirm  such notice  by  prompt telephonic  advice,  which
          notice shall  contain a written,  irrevocable offer by the  Company to
          prepay, on a  date specified in such  notice (which date shall  be not
          less than 30 days  and not more  than 60 days after  the date of  such
          notice), the Notes held by such Noteholder  in full (and not in part).
          Upon the  acceptance of such  offer by  such Noteholder mailed  to the
          Company at least 10 days prior to the date of prepayment  specified in
          the Company's  offer, such prepayment  shall be made at  the principal
          amount  of the Notes so  prepaid, plus accrued  and unpaid interest on
          the  Notes, plus a  Make-Whole Premium.   Any offer by  the Company to
          prepay the Notes pursuant to  this Section 1.2(d) shall be accompanied
          by  an Officers'  Certificate certifying  that the conditions  of this
          Section 1.2(d) have  been fulfilled and specifying  the particulars of
          such fulfillment.   If  the Noteholders shall  accept such  offer, the
          principal  amount of  such Notes shall  become due and  payable on the
          date specified in such offer.  In the event that there shall have been
          a  partial prepayment  of  the  Notes under  this  Section 1.2(d)  the
          Company shall promptly  give notice to the  Noteholders accompanied by
          an Officer's Certificate setting forth the principal amount of each of
          the Notes  that was prepaid  and specifying how  each such amount  was
          determined, and if some but not all of the Notes were prepaid, setting
          forth  the reduced  amount  of  each  required  prepayment  thereafter
          becoming due with respect to the Notes under Section 1.2(a).

          1.3   Registration.    The  Company shall  maintain  at  its principal
office a  register with respect  to ownership and  transfers of the Notes.   The
Company  may in  good  faith rely  on the  register  for the  purpose of  making
payments on the  Notes and for all  other purposes related to  actions taken and
notices given in respect of the Notes.  For purposes of this Agreement,  the 

                                       -3-

<PAGE>

Person  in whose name a Note  is registered shall be  deemed the "holder" of the
Note and a Noteholder hereunder.

          1.4   Transfer or Exchange.  Upon written request of the holder of any
Note and the surrender of such Note for transfer or exchange, the Company shall,
without charge:  (a) issue  a new  Note or  Notes  in respect  thereof, in  such
denominations as may  be requested by the  holder to equal the  unpaid principal
balance of the  Note surrendered, and made payable to the holder, its nominee(s)
or the transferee, as  requested by the holder, provided that the holder may not
request a new Note in a  denomination less than $500,000 or, if  the outstanding
principal  of such Note is  less than $500,000, in a  denomination less than the
outstanding principal amount of such Note; and (b) register such new  Note(s) in
the  name of the party to whom it is  made payable.  Any transferee shall by its
acceptance of a Note make for the benefit of the Company the representations set
forth in Sections 2.2(a)  and (b) hereof and, furthermore, a representation that
the transfer will not require the Notes or any portion thereof to be  registered
under the  '33 Act.  New Notes  shall be of like tenor  to the Notes surrendered
therefor and shall be  dated the date to which interest was last  paid, or if no
interest has been paid, July 29, 1994, so that there is no loss of interest with
respect thereto.  Upon the request of any Noteholder, the Company shall, without
charge,  provide  such data  as  may  be  reasonably  necessary to  enable  such
Noteholder, upon a transfer  of any Note, to  comply with Rule 144A (or  similar
safe harbor  provision) of the  Securities and Exchange  Commission.   Such data
shall be provided within 15 days after request by the Noteholder.

          1.5   Replacement.  In the  case of the loss, theft, or destruction of
any Note, the holder thereof shall be entitled, without charge, to a replacement
Note by delivering to the Company the affidavit  of a responsible officer of the
holder,  testifying that  the  Note  has  been lost,  stolen  or  destroyed,  as
applicable,  and an  unsecured indemnity  agreement  with respect  to the  lost,
stolen or destroyed Note.  In the case of the mutilation of any Note, the holder
thereof shall be  entitled, without charge, to a replacement  Note by delivering
to the Company such mutilated Note along with a written request for replacement.
Replacement Notes shall be issued in the  amount of the unpaid principal balance
of the original Notes, shall be of like tenor to the original Notes and shall be
dated the date to which interest was last paid, or if no interest has been paid,
July 29, 1994, so that there is no loss of interest with respect thereto.

          1.6   Payments.   All payments  due under the  Notes or on  any of the
other Obligations  shall be  made  without tender  of the  Notes in  immediately
available funds by  federal wire transfer in  lawful money of the  United States
before 12:00 noon, New York time, on the due date therefor to the account of the

                                       -4-

<PAGE>

respective holder  as set  forth on the  attached Schedule  I or  at such  other
account as the holder may designate in writing from time to time.

          Section 2.  Sale and Purchase of Notes.

          2.1   Agreement.    The Company  agrees  to  issue  and sell  to  each
Purchaser, and each Purchaser agrees to purchase from the Company, Notes  in the
principal amount set forth  in Schedule I with  respect to such Purchaser.   The
purchase price for the Notes shall be 100% of the principal amount thereof.

          2.2   Purchasers' Representations.   Each Purchaser hereby  represents
and warrants, as to itself, that:

                (a)   Purchase  for Investment.  The Purchaser is purchasing the
          Notes  for  its own  account  or for  one  or  more separate  accounts
          maintained by it, in each case  for investment and not with a  view to
          distributing or selling any  of the Notes; provided,  that disposition
          of the  Notes  shall  at  all  times be  within  the  control  of  the
          Purchaser.

                (b)   Source  of  Funds.   As  to  such  Purchaser, one  of  the
          following applies:

                      (i)   no part of its  purchase of Notes hereunder will  be
                made out  of any  trust fund held  by it  in which  any employee
                benefit  plan has  any  interest  or, if  such  Purchaser is  an
                insurance  company,  will be  made  out  of  the assets  of  any
                separate  account maintained by it in which any employee benefit
                plan has any  interest, unless the funds used  by such Purchaser
                to purchase such Notes are assets of a governmental plan; or

                      (ii)  if  any part  of the purchase  by such  Purchaser of
                such Notes hereunder may be made  out of any such trust fund  or
                separate   account,  either  (1)  such  separate  account  is  a
                "guaranteed contract separate account"  subject to the exception
                contained in 29 C.F.R. 2510.3-101, or (2) such trust fund is and
                will remain (for so long as it holds such Notes) entitled to the
                exemptions provided  by Prohibited  Transaction Class  Exemption
                91-38 issued  by the United  States Department of Labor  or such
                separate  account  is  entitled to  the  exemptions  provided by
                Prohibited Transaction Class Exemption 90-1 issued by the United
                States Department of Labor, and such Purchaser has identified to
                the Company in writing each  employee benefit plan which has any
                greater than 10%  interest in such fund or  separate account; or
                (3) such separate account contains only the assets of a specific

                                       -5-

<PAGE>

                employee benefit plan,  complete and accurate information  as to
                the identity of which it has delivered to the Company; or

                      (iii) it is a  "qualified professional  asset manager"  or
                "QPAM" (within the  meaning of Part V  of prohibited Transaction
                Class Exemption 84-14 (the "QPAM Exemption")), all of such funds
                constitute assets of an "investment fund" (within the meaning of
                Part V of the QPAM Exemption) managed by it, no employee benefit
                plan's  assets which are included  in such investment fund, when
                combined with  the assets  of all  other employee  benefit plans
                established  or  maintained  by  the  same  employer  or  by  an
                affiliate  (within the  meaning of section  V(c)(1) of  the QPAM
                Exemption)   of  such   employer  or   by   the  same   employee
                organization, exceed 20%  of the total client  assets managed by
                it,  the conditions  of  Part  I(g) of  the  QPAM Exemption  are
                satisfied, and it has disclosed  to the Issuer the names  of all
                employee  benefit  plans  whose  assets  are  included  in  such
                investment fund.

          As  used  in the  preceding  Sections  2.2(a)  and 2.2(b),  the  terms
          "separate account",  "employee benefit  plan" and  "governmental plan"
          shall have the meanings assigned to them in ERISA.

                (c)   Fees.   The  Purchaser has  not dealt  with any  broker or
          finder besides Bear, Stearns & Co. Inc. in respect  of the transaction
          contemplated hereby.

          Section 3.  Closing.  The sale and  purchase of the Notes contemplated
by Section 2 shall be consummated at a closing (the "Closing") to occur at 11:00
a.m. (Central Daylight  time) on July  29, 1994, or  such later date  as may  be
mutually agreed by the  parties.  The Closing shall take place at the offices of
Thompson & Mitchell in St. Louis,  Missouri.  At the Closing, the  Company shall
deliver to each  Purchaser the Notes  to be purchased  by such Purchaser.   Such
Notes shall be delivered to each Purchaser in the form of a single note (or such
greater number of  Notes as the  Purchaser may request)  to be purchased by  the
Purchaser, shall  be dated as  of the  date of  the Closing, and  shall be  made
payable to and  registered in the  name of that Purchaser  or its nominee(s)  as
required  by  the  Purchaser.    Upon  tender  of  delivery  of  the  Notes, and
satisfaction of the conditions  precedent set forth in Section 4, each Purchaser
shall pay to the Company, in immediately available funds, the purchase price for
the Notes  sold to such Purchaser.  Failure of the Company to tender delivery of
the  Notes  or  failure of  the  respective  person or  persons  to  satisfy any
condition precedent  in Section 4 shall, at the option  of the Purchasers or any
of them, relieve the Purchasers of all further obligations hereunder or operate 

                                       -6-

<PAGE>

as a waiver of the Purchasers'  rights hereunder.  In such event, the Purchasers
shall also have all other rights and remedies available at law or in equity.

          Section 4.  Conditions Precedent.   The obligations of the  Purchasers
to  purchase the Notes are  subject to satisfaction  of the following conditions
precedent:

          4.1   Opinions.

                (a)   Counsel to  the Company  and Guarantors.   Each  Purchaser
          shall have received  from Thompson & Mitchell, outside  counsel to the
          Company  and  Guarantors,   a  favorable  opinion  addressed   to  the
          Purchasers,   covering  all  matters   reasonably  requested   by  the
          Purchasers  or their counsel,  including, without limitation,  the due
          and  valid  authorization,  execution and  delivery  of  the Operative
          Documents of  the  Company and  the  Guarantors, that  such  Operative
          Documents  constitute the legal, valid  and binding obligations of the
          Company  and  the  Guarantors, enforceable  in  accordance  with their
          respective terms,  and certain other  matters set forth in  Section 5.
          Such  opinion shall  be  satisfactory  in form  and  substance to  the
          Purchasers and their  counsel, and shall be substantially  in the form
          of Exhibit 4.1(a).

                (b)   Special Counsel to  the Purchasers.  Each  Purchaser shall
          have received from Dixon & Dixon Ltd., L.L.P.,  special counsel to the
          Purchasers,  a favorable opinion addressed to the Purchasers, covering
          all  matters requested  by  the  Purchasers.   Such  opinion shall  be
          satisfactory in form and substance to the Purchasers.

          4.2   Certificates.

                (a)   Corporate Certificates.  Each of the Purchasers shall have
          received:

                      (i)   a certificate dated  as of the  Closing Date of  the
                Secretary of the  Company and each Guarantor as to a copy of the
                resolutions  of  the  Board  of  Directors  of  the  Company  or
                Guarantor authorizing the execution, delivery and performance of
                its Operative  Documents, a copy  of its charter  documents, the
                absence  of any amendment thereto, the incumbency and signatures
                of the  officers of the  Company and Guarantor signing,  and the
                satisfaction  of  all  requisite  corporate  approvals  for  the
                consummation of the transactions contemplated by this Agreement;

                                       -7-

<PAGE>

                      (ii)  a  certificate dated within  30 days of  the Closing
                Date from the Secretary of State of  the State of Delaware as to
                the certificate  of incorporation of  the Company  and its  good
                standing under the laws of such state; 

                      (iii) a  certificate dated within  30 days of  the Closing
                Date  from the  Secretary of  State of  the states  of Missouri,
                Alabama,  Arkansas, Louisiana, Ohio,  Oklahoma, and Texas  as to
                the good standing and qualification to do business in such state
                of the Company; and 

                      (iv)  certificates  dated within  30  days of  the Closing
                Date from the Secretaries of State of the states of organization
                and  qualification  of  each  of  the  Subsidiaries  as  to  the
                certificate  of organization or qualification to do business, as
                applicable,  of the Subsidiary  and its good  standing under the
                laws of such jurisdiction.

                (b)   Closing  Certificate.  Each  of the Purchasers  shall have
          received a certificate from  the chief financial officer  or treasurer
          of  the Company and  each Guarantor certifying that  as of the Closing
          Date, and  after giving effect to the  issuance and the application of
          proceeds  of  the Notes,  all  representations and  warranties  of the
          Company or  such Guarantor  contained in  its Operative  Documents are
          true and  correct, and that no Event of  Default or Potential Event of
          Default exists  under this  Agreement.   Such  certificate shall  also
          certify  that since  December  31,  1993 there  has  been no  Material
          Adverse Change.

          4.3   Approvals.     Any  and   all  requisite  consents,   approvals,
authorizations and  orders of,  or qualifications with,  any courts,  regulatory
authorities, or other governmental bodies that are required for the consummation
of the transactions contemplated by this Agreement shall have been obtained.

          4.4   Fees.   The Company shall  have paid the statements  rendered at
Closing for all fees and expenses of Dixon & Dixon Ltd., L.L.P., special counsel
to the  Purchasers, in respect of  negotiating and preparing this  Agreement and
the documents  contemplated hereby, rendering  the opinion set forth  in Section
4.1(b),  and  in  respect  of  otherwise  advising  the  Purchasers  as  to  the
transactions  contemplated by  this  Agreement,  and the  fees  and expenses  of
Environmental Risk, Ltd.

          4.5   Operative  Documents.  The  Operative Documents shall  have been
duly authorized,  executed and delivered and shall be  in full force and effect.
Each Purchaser's obligation  to purchase its  Note(s) is further subject  to the
condition that contemporaneously with such Purchaser's purchase, the Company  

                                       -8-

<PAGE>

shall  issue and  sell,  and  each other  Purchaser  shall purchase,  the  Notes
identified to such other Purchasers on Schedule I.

          4.6   Legal Investment.  As of  the Closing Date, each Purchaser shall
have  determined that its purchase  of the Notes shall be  permitted by the laws
and regulations of the jurisdiction to which  it is subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
limited  investments  by  insurance  companies without  restriction  as  to  the
character of the particular investment.  

          4.7   Proceedings  and Documents.  All corporate and other proceedings
in  connection with  the transactions  contemplated  by this  Agreement and  all
documents and instruments incident to such transactions shall be satisfactory to
the Purchasers  and their counsel  and the  Purchasers shall have  received such
counterpart  originals  or certified  or  other  copies  of such  documents  and
instruments as they may reasonably request.

          4.8   Bank Financing.  The Company  shall have in place unsecured Bank
Financing on terms  and subject to documentation satisfactory  to the Purchasers
in all respects and  all conditions precedent to the initial  advance thereunder
shall have been fulfilled.

          4.9   UCC Search,  Termination  Statements.   UCC searches  as to  the
Company in  Delaware and  Missouri shall  require shall  have been delivered  to
special counsel to  the Purchasers.  UCC termination statements  with respect to
any  Liens  (including,   without  limitation,  Liens  relating   to  any  prior
financings) other than  Permitted Liens shall  have been tendered for  filing or
shall be  in the possession  of counsel to the  Company, who shall  have made an
undertaking to file the same promptly after Closing.

          4.10  Other Materials.  The Purchasers  shall have received such other
documents, certificates and information with respect to the matters contemplated
by this Agreement as they shall have reasonably requested.

          4.11  Private Placement Number.  The  Purchasers shall have received a
private placement number for the Notes from Standard & Poor's Corporation.

          4.12  Ratings.   The  Company  shall  have delivered  to  each of  the
Purchasers evidence  of ratings on  the Notes  (a) from Duff  & Phelps,  Inc. of
"BBB-" and (b) from the National Association of Insurance Commissioners ("NAIC")
provided  that the rating  from NAIC may  be delivered within  60 days after the
Closing.

          4.13  Guarantees.    Each  Subsidiary  shall  have  delivered  to  the
Purchasers its Note Guarantee.

                                       -9-

<PAGE>
          4.14  Environmental Analysis.   The Purchasers shall have  received an
environmental   analysis,  satisfactory   as  to   scope   and  conclusions   of
Environmental Risk,  Limited as to  environmental risks  of the Company  and its
Subsidiaries.

          Section 5.  Representations and Warranties.   Each of the  Company and
the Guarantors hereby  makes the following representations and  warranties as it
relates to such entity:

          5.1   Corporate  Existence.   It  is  a  corporation  duly  organized,
validly  existing and  in good standing  under the  laws of  its state  or other
jurisdiction of its  organization as shown on Section 5.1 of Schedule III and is
duly  qualified and  in good  standing  in the  states  and other  jurisdictions
identified in Section  5.1 of  Schedule III and  in every  other state or  other
jurisdiction in which  it is doing business  or engaging in activities  which in
each  case require  qualification in  such state  or other  jurisdiction, except
where the  failure to  be so  qualified or  in good  standing would  not have  a
Material Adverse Effect, and it has  full power and authority and all  necessary
licenses and  permits to  own and operate  its properties  and to  carry on  its
business.  As of the Closing Date, the Company has no Subsidiaries other than as
identified in Section 5.1 of  Schedule III.  Each  Subsidiary (and in the  event
that the  Company subsequently  forms or acquires  any additional  Subsidiary or
Subsidiaries to  the extent  permitted by this  Agreement, each  such additional
Subsidiary) is (and  will be) a corporation duly organized, validly existing and
in  good standing  under the  laws of  the state  or  other jurisdiction  of its
incorporation, is (and  will be) duly  qualified and in  good standing in  every
other state or  other jurisdiction in which it is doing  business or engaging in
activities  which require  qualification in  such  state or  other jurisdiction,
except where the failure to be so qualified or in good standing would not have a
Material Adverse  Effect, and has (or will have) full power and authority to own
and operate its properties and to carry  on its business.  The Company has  good
title  to the shares of stock it owns  in each Subsidiary, free and clear of any
Liens, and such stock is fully paid and non-assessable.

          5.2   Corporate Authority.  It has full corporate power, authority and
legal right to  execute, deliver and perform the Operative Documents to which it
is a party,  and all other  instruments and  agreements contemplated hereby  and
thereby,  and to  perform  its  obligations hereunder  and  thereunder and  such
actions have been  duly authorized by all necessary corporate action.  No notice
to or  consent, approval,  vote or  other authorization of  its shareholders  is
required  in  connection  with  its  Operative  Documents  or  the  transactions
contemplated hereby or thereby.

          5.3   No  Default.   The  execution, delivery  and performance  of its
Operative Documents will not result in the imposition of a Lien on any of its 

                                      -10-

<PAGE>

property or that of  its Subsidiaries and are not in conflict  with or a default
under (a)  any provision  of applicable law,  rule or  regulation or  any order,
judgment or decree of any court  or other governmental agency or instrumentality
or  its certificate  of incorporation or  by-laws or  (b) the provisions  of any
indenture, contract, instrument or agreement to which it is a  party or by which
it or its Subsidiaries or any of their property may be bound.

          5.4   Validity of Agreements.  Its Operative Documents  have been duly
authorized, executed  and delivered, and its Operative  Documents constitute its
legal, valid and  binding agreements, enforceable against it  in accordance with
their  respective terms (except  to the extent  that enforcement thereof  may be
limited by any applicable bankruptcy, reorganization, moratorium or similar laws
now or hereafter in effect, or by principles of equity).

          5.5   Litigation.  Except as set forth in Section 5.5 of Schedule III,
it is  not  a party  to, nor  subject to,  any  pending lawsuit,  administrative
proceeding,  arbitration,   labor   dispute,  or   governmental  inspection   or
investigation, which could have a  material adverse effect upon the transactions
contemplated  hereby or  could result in  a Material  Adverse Change, nor  is it
aware of any  threatened lawsuit, administrative proceeding,  arbitration, labor
dispute or governmental  inspection or investigation to  which it or any  of its
Subsidiaries may become a  party or subject,  which, if instituted or  adversely
determined as to any  such entity, could have a material adverse effect upon the
transactions contemplated hereby  or could result in a  Material Adverse Change.
Neither it, its Subsidiaries, nor any  of their officers or directors have  been
temporarily  or  permanently   enjoined  or  barred  by  any   court,  tribunal,
governmental  or administrative agency or  self-regulatory body from engaging in
or continuing any conduct or practice in connection with the businesses in which
it or its Subsidiaries is engaged.  Neither it nor any of its Subsidiaries is in
default under any material order, license, demand, writ, injunction or decree of
any  court, tribunal, governmental  or administrative agency  or self-regulatory
body.  There is no continuing order, judgment or decree  of any court, tribunal,
governmental or administrative  agency or self-regulatory  body enjoining it  or
its Subsidiaries from taking or requiring them to take any action of any kind or
to which any  such entity or any of  their businesses, properties or  assets are
subject or  by which they  are bound.  It  is not aware  of any state  of facts,
circumstances, or  contemplated  events that  are  likely to  give rise  to  any
material lawsuit,  administrative  proceeding, arbitration,  labor  dispute,  or
governmental   inspection  or   investigation  involving  it   or  any   of  its
Subsidiaries.

          5.6   Compliance with Laws;   Consents.   Neither  it nor  any of  its
Subsidiaries is in violation of any laws, regulations, ordinances, rules, orders
or judicial or governmental decrees in any respect which has or could have any 

                                      -11-

<PAGE>

material adverse effect whatsoever upon the validity or enforceability of or its
ability to perform  any of the terms of  the Operative Documents or  which is or
could result in a Material Adverse  Change.  No consent, approval, authorization
or giving  of notice to, registration with, order  of or qualification or filing
with  any court, regulatory authority or  other governmental body, or the taking
of any other action in respect of the transactions contemplated by the Operative
Documents is required by  or on behalf of its or any of its Subsidiaries, except
such  consents,  approvals,  authorizations,   notices,  registrations,  orders,
qualifications,  filings, or  other  actions  as have  been  effected, given  or
obtained.

          5.7   Defaults  Under Other  Documents.   Neither  it nor  any of  its
Subsidiaries is in  default or in violation  (nor has any event  occurred which,
with notice or lapse of time  or both, would constitute a default  or violation)
under (i) any  agreement or instrument  to which  they may be  a party or  under
which they or any of their properties may be bound and the result of which could
have  a material  adverse effect  upon the  transactions contemplated  hereby or
could result in a Material Adverse  Change, or (ii) any charter document.   Upon
the issuance of the Notes there is  no condition or event in effect which  would
constitute an Event of Default or Potential Event of Default hereunder.

          5.8   Judgments.  There  are no outstanding or unpaid  judgments which
could have a Material Adverse Effect.

          5.9   Disclosure.     The  Financial   Statements  were   prepared  in
accordance  with  GAAP  and  fairly  and  accurately  present  the  consolidated
financial condition  of  the  Company  and its  Subsidiaries  as  of  the  dates
reflected therein, and  the results of their  operations and cash flows  for the
periods then  ended, in  accordance with  GAAP.  The  Financial Statements,  the
Private Placement  Memorandum and  the other written  material furnished  to the
Purchasers by the Company prior to Closing and identified on Schedule II do not,
as of their respective dates, contain any untrue statement of a material fact or
omit  a material  fact necessary to  make the  statements contained  therein not
misleading  in light  of the  circumstances in which  made.   There has  been no
Material Adverse Change  since December 31, 1993  except as may be  reflected in
the Financial Statements, the Private  Placement Memorandum or the other written
material furnished to the Purchasers by the Company.

          5.10  Securities Laws.  The Company has not, nor has any Person acting
or purporting to act  on behalf of it, directly or indirectly, offered the Notes
for sale  to,  or solicited  any  offer to  buy  the  Notes from,  or  otherwise
negotiated in respect thereof with, any Person other than the Purchasers and not
more than 68 other institutional investors, or done (or omitted to do) any other
act, nor will it do  any act, so as to  bring the issuance or sale of  the Notes
within the registration requirements of the '33 Act, and the Company has 

                                      -12-

<PAGE>

complied  with or  is  exempt  from the  registration  provisions of  all  state
securities or "blue sky" laws applicable to the issuance or sale of the Notes.

          5.11  Title to Property;  Leases.  It and its  Subsidiaries have good,
indefeasible and  marketable title to  their assets and properties  reflected in
the Financial Statements  (excluding leased or  licensed property and  excluding
assets sold in the ordinary course of business of it and  its Subsidiaries after
the respective dates  of such Financial Statements)  and none of such  assets or
properties  (including  their interests  in  leased and  licensed  property) are
subject to Liens except Permitted Liens.  It and its Subsidiaries enjoy and  are
entitled  to quiet,  peaceful and  undisturbed  possession of  all their  leased
property and all leases with respect to  such property are valid, subsisting and
in full force and effect.

          5.12  Debt.   It Company and  its Subsidiaries are not  obligated with
respect to any Debt  other than as set forth in Section 5.12(a) of Schedule III.
It and its Subsidiaries  are not subject to any  material contingent liabilities
other than as set forth in Section 5.12(b) of Schedule III.

          5.13  Zoning.  It and its Subsidiaries are in material compliance with
all zoning, land use, subdivision, fire and building code, historic preservation
and similar statutes, regulations, ordinances and rules that are material to the
possession, use and operation of their property.

          5.14  OSHA.   It  and  its  Subsidiaries are  in  compliance with  the
Occupational  Safety and  Health Act  of  1970, as  amended, and  all  rules and
regulations thereunder, and  with all similar federal and  state statutes, rules
and regulations,  and  there  are  no investigations  or  citations  outstanding
against it or its Subsidiaries thereunder, except in each case where the failure
to comply or  the investigation or  citation would not  have a Material  Adverse
Effect or materially impair its performance of its Obligations.

          5.15  Environmental Matters.  

                (a)   Except as set forth in Section 5.15(a) of Schedule III, it
          and  its  Subsidiaries  have obtained  all  environmental,  health and
          safety permits, licenses  and other authorizations required  under all
          Environmental Laws to carry on  their business as now being conducted,
          except   where   failure   to  obtain   such   permits,   licenses  or
          authorizations would  not, individually  or in  the aggregate,  have a
          Material Adverse  Effect.  Except as  set forth in Section  5.15(a) of
          Schedule III, each of such  permits, licenses and authorizations is in
          good  standing   and  it  and  its  Subsidiaries  are  in  substantial
          compliance with the terms and conditions of all such permits, licenses
          and authorizations, and is also in substantial compliance with all 

                                      -13-

<PAGE>
          other limitations, restrictions,  conditions, standards, prohibitions,
          requirements, obligations,  schedules and timetables contained  in any
          applicable Environmental Law or in  any regulation, code, plan, order,
          decree, judgment, injunction, notice or demand letter issued, entered,
          promulgated or approved  thereunder, except to  the extent failure  to
          comply individually  or in  the aggregate therewith  would not  have a
          Material Adverse Effect.

                (b)   In addition,  except as set  forth in  Section 5.15(b)  of
          Schedule III:

                      (i)   no   notice,  notification,   demand,  request   for
                information,  citation, summons  or order  has  been issued,  no
                complaint has been  served, no penalty has been  assessed and no
                investigation  or  review  is  pending  or,  to  its  knowledge,
                threatened by any  governmental or other entity  with respect to
                any alleged failure by it or any of its Subsidiaries to have any
                environmental,  health  or  safety   permit,  license  or  other
                authorization required under any Environmental Law in connection
                with  the  conduct  of  its  business or  that  of  any  of  its
                Subsidiaries  or with  respect  to  any  generation,  treatment,
                storage,  recycling, transportation,  discharge or  disposal, or
                any Release of any Hazardous Materials generated by it or any of
                its Subsidiaries,  except as  to such  matters  which have  been
                fully resolved  and any claims  related thereto have  been fully
                paid;

                      (ii)  neither   it  nor  any  of  its  Subsidiaries  is  a
                treatment, storage or disposal facility requiring a permit under
                the   Resource  Conservation  and  Recovery  Act  or  under  any
                comparable state or local statute; and, to its knowledge,

                            (1)   no  polychlorinated   biphenyls  (PCB's)   are
                      present  at any property owned  or leased by  it or any of
                      its Subsidiaries;

                            (2)   no asbestos  or asbestos-containing  materials
                      are  present at any property owned  or leased by it or any
                      of   its  Subsidiaries,   which,   under  any   applicable
                      Environmental Laws, would  require encapsulation, removal,
                      an operations and  maintenance program, or other  remedial
                      action;

                                      -14-

<PAGE>
                            (3)   there  are  no  underground  storage tanks  or
                      surface impoundments  for Hazardous  Materials (excluding,
                      for purposes of this Section 5.15(b)(ii)(3), petroleum and
                      petroleum products), active or abandoned, at  any property
                      owned or leased by it or any of its Subsidiaries; and

                            (4)   during the  time it and its  Subsidiaries have
                      owned,  leased or operated their respective properties, no
                      Hazardous Materials have  been Released,  in a  reportable
                      quantity under statutes, ordinances, rules, regulations or
                      orders in effect at the  time of Release which established
                      such  quantity,  at,  on  or  under  any property  now  or
                      previously owned by it or any of its Subsidiaries;

                      (iii) to   its  knowledge,  neither  it  nor  any  of  its
                Subsidiaries has transported or arranged  for the transportation
                of any Hazardous Material  to any location that is listed on the
                National Priorities List  under CERCLA, or on any  similar state
                or local list or that is the  subject of Federal, state or local
                enforcement actions  or other  investigations that  may lead  to
                environmental claims against it or any of its Subsidiaries; and

                      (iv)  no Liens  have been filed  under or pursuant  to any
                Environmental  Laws on any  of the  real property  or properties
                owned or leased  by it or  any of its  Subsidiaries, and to  its
                knowledge,  no government  actions  have been  taken  or are  in
                process that could subject any  of such properties to such Liens
                and neither it nor  any of its Subsidiaries would be required to
                place  any notice  or  restriction relating  to the  presence of
                Hazardous Materials at any property  owned by it in any deed  to
                such property.

          5.16  ERISA.   It,  its Subsidiaries  and their  Related Persons  have
fulfilled their respective  obligations under the  minimum funding standards  of
ERISA and  the Code  with respect  to each  Plan and  are in  compliance in  all
material respects with the presently applicable provisions of ERISA and the Code
(except for the adoption of certain amendments for which the remedial  amendment
period under Section 401(b) of the Code  has not expired), and have not incurred
any  material liability to the Pension Benefit  Guaranty Corporation or any Plan
(including any  Multiemployer Plan), other  than an  obligation to fund  or make
contributions to any such Plan in accordance with its terms and in the ordinary 

                                      -15-

<PAGE>

course of business.  The execution  and delivery of its Operative Documents  and
the sale of the Notes to the Purchasers will not involve any transaction subject
to the  prohibitions of Section 406 of  ERISA or in connection with  which a tax
could be imposed under Section 4975  of the Code.  The foregoing  representation
is made in  reliance on the Purchasers'  representations in Section 2.2(b).   If
the name of any employee benefit plan has been disclosed to the Company pursuant
to Section 2.2(b)(ii), the  Company is not a  party in interest with respect  to
any  such plan and  securities of the  Company are not  employer securities with
respect to any such plan.  With respect to each employee benefit plan identified
in writing to the Company in accordance with Subsection 2.2(b)(iii), neither the
Company nor any  "affiliate" thereof (as defined  in section V(c) of  Prohibited
Transaction Class Exemption 84-14 (the "QPAM" Exemption")) has at this time, and
has not  exercised  at any  time within  the preceding  year,  the authority  to
appoint or terminate the "QPAM" (as defined in the QPAM Exemption) identified in
accordance with Section 2.2(b)(iii) as  manager of any of the assets of any such
plan or  to negotiate the  terms of any  management agreement with such  QPAM on
behalf  of any such  plan and the Company  is not an  "affiliate" (as defined in
Section V(c) of the QPAM Exemption) of  such QPAM.  The Company has delivered to
the Purchasers a list of all  employee benefit plans (other than welfare  plans)
with respect to  which it is a party  in interest and with respect  to which its
securities are employer securities.  As used in this section the terms "employee
benefit plan,"  "welfare plan,"  "party in  interest" and  "employer securities"
have the meanings assigned to them in ERISA.

          5.17  Material Contracts.  There is no pending or threatened breach or
declaration  of  default  under any  material  management  agreement, consulting
agreement  or any  other  agreement between  it or  its  Subsidiaries and  their
respective   shareholders,  directors,  officers  or  other  Persons  exercising
significant  control  or  policy-making  authority  over or  within  it  or  its
Subsidiaries  and all  other material  contracts  which individually  or in  the
aggregate would have a Material Adverse Effect.

          5.18  Employment   Liabilities;  Labor   Relations.     It   and   its
Subsidiaries have complied in all material respects with all  federal, state and
local statutes, regulations, ordinances, rules and orders respecting employment,
employment practices, terms  and conditions of employment, wages  and hours, and
benefits.  It and its Subsidiaries have withheld all amounts required  by law to
be withheld from  their employees' wages and salaries and are not liable for any
arrears of wages or any taxes, interest or  penalties for failure to comply with
the foregoing.    The  Company  has  fully and  accurately  disclosed  to    the
Purchasers   the  status  of  all  negotiations  pertaining  to  all  collective
bargaining agreements to which it or its Subsidiaries are a party.  There are no
material  controversies pending  nor  is  the Company  aware  of any  threatened
controversy between the Company or its Subsidiaries and any of their respective 

                                      -16-

<PAGE>

employees.   Neither the Company nor  any of its Subsidiaries  is a party to any
labor  dispute and there are no strikes or  walkouts pending, nor is the Company
aware of any  threatened dispute, strike or  walkout, with respect to  any labor
contract to which the Company or any Subsidiary is a party.

          5.19  Intellectual Property.  It and  its Subsidiaries own or have the
right to  use, without payment  to any  third party,  all Intellectual  Property
material to the  operation of their  business.  Except  as disclosed in  Section
5.19  of  Schedule III,  to  the  best of  its  knowledge,  there are  no  Liens
encumbering the Intellectual Property and no such Intellectual Property owned or
used by it or its Subsidiaries infringes the patent, copyright, trademark, trade
secret or other proprietary rights of any third party and it is not aware of any
such claim of infringement  by any third party.  Except as  disclosed in Section
5.19  of  Schedule III,  to  the  best of  its  knowledge,  no third  party  has
materially infringed or threatened to infringe the patent, copyright, trademark,
trade  secret and other  proprietary rights of  it or its  Subsidiaries in their
Intellectual Property.

          5.20  Company Status.  Neither it nor any of its Subsidiaries is:  (a)
an "investment  company," or a  company "controlled" by an  "investment company"
within the  meaning of the  Investment Company  Act of 1940,  as amended;  (b) a
"holding company"  or a  "subsidiary company"  of a  "holding company"  or of  a
"subsidiary  company" of a  "holding company" within  the meaning  of the Public
Utility Holding  Company Act  of 1935,  as amended;  or (c)  a "public  utility"
within the meaning of the Federal Power Act, as amended.

          5.21  Product  Liability.   Except  as disclosed  in  Section 5.21  of
Schedule III,  to  the  best  of  its  knowledge, neither  it  nor  any  of  its
Subsidiaries is subject to any material liability, regardless of whether arising
in  contract, tort  or  otherwise,  including strict  liability,  related to  or
arising from any product or the packaging therefor produced, sold or distributed
by it or any Subsidiary.

          5.22  Insurance.   It  has in  full force  and effect  insurance which
complies with the provisions of Section 6.7 hereof.

          The  Company  makes  the   following  additional  representations  and
warranties:

          5.23  Margin Stock.  The Company will issue the Notes  in the ordinary
course of its business and use the proceeds thereof solely for  the purposes set
forth in Section  6.12.  No part  of the proceeds of  the Notes will be  used to
purchase or carry any Margin  Stock or any Margin Security, or  to extend credit
to others for  the purpose of purchasing or carrying any  Margin Stock or Margin
Security.  No part of the proceeds of the Notes will be used for any purpose 

                                      -17-

<PAGE>

that  violates, or which is inconsistent  with, the provisions of Regulations G,
T, U or X of the Board of Governors of the Federal Reserve  System of the United
States.

          5.24  Regulations  of Federal  Reserve System.    The Company  and its
Subsidiaries  are not engaged  in the business of  extending or obtaining credit
for the  purchase or carrying  of any Margin  Stock nor  do they own  any Margin
Security.  No  action will otherwise be taken or permitted  by the Company which
would result in violation of Regulations G,  T, U or X or any similar regulation
of the Board of Governors of the Federal Reserve System  of the United States or
a violation of Section 7 of the '34 Act, in each case as at the time in effect.

          5.25  Pari Passu Ranking.  Except to the extent noted in Section  5.25
of Schedule III,  the Company's payment obligations  on the Notes rank  at least
pari passu with the  Company's payment obligations in respect of  all other Debt
set forth in Sections 5.12(a) and 5.12(b) of Schedule III.

          5.26  Transaction   Regulations.    The  Company  is  not  subject  to
regulation under any statute  or regulation that limits the  amount of borrowing
of money by the Company or the amount of the Notes that may be issued hereunder.
The issuance and sale of the Notes and the Company's use of the proceeds thereof
as contemplated by  this Agreement will not  violate the Foreign Assets  Control
Regulations, Transaction Control Regulations,  Cuban Assets Control Regulations,
Foreign   Funds  Control  Regulations,    Iranian  Assets  Control  Regulations,
Nicaraguan Trade  Control Regulations,  South African  Transactions Regulations,
Libyan Sanctions Regulations, Soviet Gold Coin Regulations, Iranian Transactions
Regulations,  Panamanian  Transactions   Regulations,  Kuwaiti  Assets   Control
Regulations, Iraqi  Sanctions  Regulations,  Haitian  Transactions  Regulations,
Federal Republic of Yugoslavia (Serbia and Montenegro)  Sanctions Regulations or
the  UNITA  (Angola)  Sanctions  Regulations  of  the  United  States   Treasury
Department or any similar regulation or executive order.

          5.27  Taxes.    The  Company and  its  Subsidiaries  have made  timely
filings of all tax returns  which are required to be filed, have  paid all Taxes
that are  due and payable (other than   those being diligently contested in good
faith by  appropriate proceedings and with respect to which adequate reserves in
accordance with  GAAP have been  established), and have made  adequate accruals,
reserves and provisions for the payment of all current Taxes in  accordance with
GAAP.  All  Tax liabilities of the Company  have been finally determined  by the
Internal Revenue  Service and other applicable taxing authorities and satisfied,
or the time for audit has  expired, for all fiscal periods through  December 31,
1987.

                                      -18-

<PAGE>

          Section 6.  General  Affirmative  Covenants.     The  Company   hereby
covenants with the Noteholders:

          6.1   Financial Data.  The Company shall deliver to the Noteholders:

                (a)   within 60 days  after the end of  each of the  first three
          Fiscal Quarters in the Company's  Fiscal Year, copies of the unaudited
          consolidated financial statements (balance sheet, statement of income,
          and statement of cash flows) for the Company and  its Subsidiaries for
          such period and for the corresponding period of the prior Fiscal Year,
          which statements of income and cash flows shall also set forth figures
          for the period  from the beginning of  the current Fiscal Year  to the
          end of such quarter; 

                (b)   within 60 days  after the end  of each of the  first three
          Fiscal Quarters  in the  Company's Fiscal Year,  a certificate  of the
          chief financial officer or treasurer of the Company to the effect that
          the financial statements provided pursuant to clause  (a) above fairly
          and accurately  present the  consolidated financial  condition of  the
          Company and its Subsidiaries as of the date indicated  and the results
          of  its operations  and  its  cash flows  for  the periods  indicated,
          subject to normal  changes resulting from year-end  audit adjustments,
          and  were prepared  in accordance  with  GAAP, that  such officer  has
          reviewed and understands the terms of this Agreement, that the Company
          is  in compliance with  its covenants  of this  Agreement and  that no
          Event of Default or Potential  Event of Default exists hereunder, such
          certificate to contain  in reasonable detail such calculations  as are
          necessary  to confirm  the  Company's  compliance  with  Section  7.2,
          Section  7.3, Section  7.6, Section  7.10, Sections  8.1 through  8.4,
          Section 11.51 and  Section 11.52  and to  contain the  listing of  all
          Subsidiaries;

                (c)   within  120 days  after the  end of  the Company's  Fiscal
          Year,   copies  of  the   unaudited  consolidating  and   the  audited
          consolidated financial statements (balance sheet, statement of income,
          and statement of cash flows) for the Company  and its Subsidiaries for
          such  Fiscal  Year  and  the  prior  Fiscal  Year,  together  with  an
          unqualified   opinion  by  KPMG  Peat  Marwick  or  other  independent
          accountants  of  nationally recognized  standing, which  opinion shall
          state  that  the  financial statements  fairly  present  the financial
          position of the Company and its Subsidiaries  as of the date indicated
          and  the results  of  their operations  and their  cash flows  for the
          periods indicated, all in accordance with GAAP, and that the audit  by
          such accountants in connection with such financial statements was made

                                      -19-

<PAGE>

          in accordance with generally accepted auditing standards;

                (d)   within  120  days after  the end  of the  Company's Fiscal
          Year, a certificate  from the chief financial officer  or treasurer of
          the Company  to  the effect  that  the financial  statements  provided
          pursuant  to  clause (c)  above  fairly  and  accurately  present  the
          consolidated financial condition  of the Company and  its Subsidiaries
          as  of the date  indicated and the  results of its  operations and its
          cash flows for the periods  indicated, and were prepared in accordance
          with GAAP, that such officer has reviewed and understands the terms of
          this Agreement, that  the Company is in compliance  with its covenants
          in this Agreement and  that no Event of Default or  Potential Event of
          Default  exists hereunder, such  certificate to contain  in reasonable
          detail such  calculations as  are necessary to  confirm the  Company's
          compliance  with Section 7.2, Section  7.3, Section 7.6, Section 7.10,
          Sections  8.1 through  8.4, Section  11.51  and Section  11.52 and  to
          contain  the  listing  of  all  Subsidiaries;  a  certificate  of  the
          independent  accountants   that  audited   the  financial   statements
          referenced  in  clause  (c)  above   that,  in  the  course  of  their
          examination  necessary to their  certification of the  foregoing, they
          have obtained no knowledge of any Event of Default or  Potential Event
          of Default, or  if, in the opinion  of such accountants, any  Event of
          Default or Potential Event of  Default shall exist, stating the nature
          and status thereof; and within 15  days after receipt by the Company's
          audit committee but  in no event later  than 60 days after  receipt by
          the Company, a copy of the auditor's letters to management, if any, in
          connection with the audit referenced in clause (c);

                (e)   immediately  following the  completion by  its independent
          auditors of any interim or special audit of the Company, a copy of any
          opinion furnished to  the Company by such  auditors and a copy  of the
          auditor's letters to  management, if any, in connection  with any such
          audit; and 

                (f)   from  time  to   time,  such  other  information   as  the
          Noteholders may reasonably request.

          6.2   Inspection  of Properties  and Books.   The  Company shall,  and
shall  cause  its  Subsidiaries  to,  recognize  and  honor  the  right  of  any
Noteholder, upon reasonable  notice and at its own expense, to visit and inspect
any  of the  properties of,  to examine  and to  take  extracts from  the books,
accounts and records  of, and to discuss  the affairs, finances or  accounts of,
the  Company and  its  Subsidiaries and  to be  advised as  to  the same  by the
officers and senior management of the Company and the independent public 

                                      -20-

<PAGE>

accountants for  the Company who are hereby expressly authorized and directed to
undertake such actions,  at such times, in  such detail and through  such agents
and representatives as such Noteholder may reasonably desire.

          6.3   Payments.   The  Company and  each Guarantor  shall pay  all its
monetary Obligations  when due  and before they  become delinquent,  except such
Obligations which are  being contested in good  faith and with respect  to which
adequate reserves have been established.

          6.4   Notices.    The  Company  and  the  Guarantors  shall  give  the
Noteholders:

                (a)   immediate  notice of such entity's obtaining knowledge of:
          (i)  the occurrence  of any  Event of  Default or  Potential Event  of
          Default  hereunder; (ii)  any  occurrence  constituting  an  event  of
          default or any occurrence which with notice or the passage of  time or
          both  may constitute  an event  of  default under  the Bank  Financing
          Documents; (iii) the occurrence of a reportable event (as such term is
          defined in Section 4043 of ERISA) or a prohibited transaction (as such
          term is defined  in Section 4975 of  the Code) in connection  with any
          Plan relating to such entity or any Related Person, or any other claim
          or  occurrence constituting  a breach  of  Section 7.1  or which  with
          notice or passage of  time or both may constitute an  Event of Default
          under  Section  9.6;  (iv)  the commencement  of,  or  any  threatened
          lawsuit, proceeding, arbitration, labor dispute or governmental claim,
          inspection or investigation involving it or any Subsidiary, which,  if
          adversely determined as to such  entity, could have a Material Adverse
          Effect; (v) the  accrual of any material unpaid  assessments for Taxes
          against  the Company  or any  Subsidiary  or the  assets, property  or
          revenue of  any of them, if  in excess of adequate  reserves therefor;
          (vi)  any environmental investigation by any governmental authority to
          quantify levels of  Hazardous Materials located on premises which have
          at any time been  owned, leased or occupied  by the Company or  any of
          its Subsidiaries;  (vii) a threat  that the Company or  any Subsidiary
          may  be  named,  or the  naming  of  such  entity,  as  a  potentially
          responsible party for contamination  of real property or ground  water
          (including  past  and  present waste  disposal  sites)  with Hazardous
          Materials;  (viii) any  reports required to  be given  to the  Bank in
          accordance with the  Bank Financing Documents; and (ix)  any change in
          or discharge of the independent accountants used by the Company;

                (b)   prompt notice  of: (i) knowledge  that the opinion  of the
          Company's independent accountants with respect to the Company's annual

                                      -21-

<PAGE>

          financial  statements will not be unqualified; (ii) the acquisition of
          any Subsidiary; (iii) knowledge of the accrual of or occurrence of any
          event giving rise to any  material contingent liability of the Company
          or any Subsidiary or which does or which with notice or the passage of
          time or both  would constitute  an event  of default  under any  other
          material document, instrument or agreement to which the Company or any
          of  its Subsidiaries is a party or by which they or their property may
          be  bound; and  (iv) knowledge  of any  Material Adverse  Change which
          results in any  of the representations and warranties  in Sections 5.1
          through 5.27 becoming untrue or incorrect at any time;

                (c)   60 days'  prior written notice  of any material  change in
          general business operations and prompt written notice of any Change of
          Control  or  intended  Change  of   Control  of  the  Company  or  any
          Subsidiary; and

                (d)   such   other  notices  as  may  be  specifically  required
          elsewhere in this Agreement, at the times there specified.

          6.5   Corporate  Matters.  The  Company shall provide  the Noteholders
with notice  of  changes in  its Fiscal  Year  and with  copies of  all  notices
(including, without limitation, notices of annual and special meetings), waivers
of   notice,  proxies,  consents,  reports  and  other  documents,  instruments,
agreements  and  materials,  filed   with  the  SEC  or  any   notices  from  or
correspondence  with the  SEC any  other  governmental authority  in respect  of
matters which, if  resolved against the Company, a Subsidiary,  or their respect
officers or directors, would have a Material Adverse Effect.  All such materials
shall be provided  to the Noteholders contemporaneously with  the effective date
of any change in the Company's Fiscal Year and, as to SEC and other governmental
filings, by the  due date of their  filing with, or promptly  upon receipt from,
the SEC or other governmental authority.

          6.6   Accounting.  The Company shall, and shall cause its Subsidiaries
to, keep true  books of record  and accounts in  which full and  correct entries
will be made of all their business and financial transactions, and shall reflect
in their  financial statements adequate accruals and appropriations to reserves,
all in accordance with GAAP.  

          6.7   Maintenance of Property.  The Company shall, and shall cause its
Subsidiaries to, maintain  their property in good condition,  repair and working
order, and make all necessary renewals, replacements, additions, betterments and
improvements thereto  and shall  maintain insurance  with financially  sound and
reputable insurers having at least an "A-" rating with A.M. Best on their

                                      -22-

<PAGE>

property and  business (including,  without limitation,  property and  casualty,
liability,  business interruption,  leasehold  and data  processing  insurance),
consistent with  sound business  practice and  as is  customary in  the case  of
corporations or  entities of  established reputation  in the same  or a  similar
business and similarly situated.

          6.8   Corporate Existence.   The  Company shall,  and shall  cause its
Subsidiaries to,  do or cause  to be done all  things necessary to  preserve and
keep in  full force  and effect  their  corporate existence,  good standing  and
permits and licenses  in their respective states of incorporation and their good
standing and qualification to do business in all states  in which they are doing
business  or engaging  in  activities  which  require  qualification;  provided,
however, that the Company and its Subsidiaries may enter into consolidations and
mergers permitted by Section 7.2 and may engage in liquidations of  Subsidiaries
where  all of  the assets of  the liquidated  Subsidiary are transferred  to the
Company or another wholly-owned Subsidiary.

          6.9   Intellectual  Property.  The Company shall,  and shall cause its
Subsidiaries to, in accordance with the standards of ordinary business practices
in its industry, maintain  the right to use, refrain  from transfer, disposition
or  encumbrance  of,   protect  against  and  prosecute   material  third  party
infringements  of, and defend  against material  third party  claims challenging
their rights and  interests in, their Intellectual  Property to the extent  that
failure to comply with this Section 6.9 would create a Material Adverse Change.

          6.10  Taxes.  The Company shall,  and shall cause its Subsidiaries to,
pay all Taxes imposed upon them before any penalties or interest accrue thereon;
provided, however, that no such Taxes need be paid for so long as they are being
diligently contested in  good faith by appropriate proceedings  and with respect
to which adequate reserves in accordance with GAAP have been established.

          6.11  Governmental  Regulations.  The  Company shall, and  shall cause
its  Subsidiaries  to, comply  with  all laws,  regulations,  ordinances, rules,
orders and judicial  or governmental decrees, the violation of  which could have
any material adverse effect whatsoever on the  validity or enforceability of any
of its Operative Documents or which could have a Material Adverse Effect.

          6.12  Use  of Proceeds.   Proceeds of the  Notes shall be  used by the
Company for the purpose of acquiring through Acquisitions Corp. and Ontario Inc.
certain assets of General Refractories Company and its Affiliates.

          6.13  Expenses.   The  Company shall,  regardless  of whether  Closing
occurs, pay and indemnify the Noteholders for all reasonable costs and expenses 

                                      -23-

<PAGE>

incurred by  the Noteholders  in connection with  this Agreement,  the Operative
Documents  and  the  transactions contemplated  hereby  and  thereby, including,
without limitation:

                (a)   out-of-pocket  costs and  expenses incurred  in connection
          with preparing,  negotiating and  reproducing this  Agreement and  the
          Operative  Documents,   along  with  all   opinions  and  certificates
          referenced herein and the specific fees set forth in Section 4.4;

                (b)   costs   and   expenses  including,   without   limitation,
          out-of-pocket costs  incurred in connection with any Company-requested
          amendments hereto  or  to  the Operative  Documents  (whether  or  not
          entered into), or  in connection with any waiver  or consent requested
          by the Company (whether or not granted);

                (c)   costs   and  expenses,   including,  without   limitation,
          out-of-pocket  costs incurred in connection with or as a result of any
          Potential  Event  of Default  or  Event  of  Default hereunder  or  in
          connection with  any  enforcement  by  any Noteholder  of  its  rights
          hereunder or under any Operative Document; and

                (d)   documentary, stamp,  or similar taxes  (including interest
          and  penalties, if  any) payable in  respect of this  Agreement or any
          Note, regardless of when assessed.

Except as otherwise  provided herein, any such  costs and expenses shall  be due
and  payable within  ten days  after the  due date  thereof.   In addition,  the
Company shall pay all fees of Bear, Stearns & Co. Inc. and any other broker's or
finder's fees in respect of the transaction contemplated hereby.  

          6.14  Bank  Financing  Amendments.     The  Company  shall   give  the
Noteholders a substantially  contemporaneous notice and a copy  of any amendment
to  or waiver  of the terms  of the  Bank Financing  Documents actually  made or
granted.

          6.15  Payment  of Claims.   The  Company  shall, and  shall cause  its
Subsidiaries  to, pay claims of carriers,  warehousemen, workmen and materialmen
and judgment liens prior to such time as nonpayment thereof  (a) could result in
a Lien  on or loss of the use of property  employed by the Company or any one or
more of its  Subsidiaries in the conduct  of such entity's business  (other than
those being  diligently contested  in  good faith by appropriate  procedures and
with  respect  to which  adequate  reserves in  accordance with  GAAP  have been
established) or (b) could result in a Material Adverse Change.






                                      -24-

<PAGE>

          Section 7.  General Negative Covenants.

          7.1   ERISA.   The Company shall not, and shall  not permit any of its
Subsidiaries or any Related Person to:

                (a)   (i) engage in any transaction in connection with which the
          Company,  any Subsidiary  or any  Related Person  could be  subject to
          either section 502(i) of ERISA or a tax imposed by section 4975 of the
          Code,  (ii) fail to  make full payment  when due of  all amounts which
          would  be deductible  by the  Company, the  Subsidiary or  any Related
          Person and which, under the provisions of  any Plan, applicable law or
          applicable   collective  bargaining   agreement,   the  Company,   the
          Subsidiary or any  Related Person is required to  pay as contributions
          thereto, or (iii) permit to exist any accumulated  funding deficiency,
          whether or not  waived, with respect to any  Plan, if, in the  case of
          any of sub- division (i), (ii) or (iii) above, such penalty or tax, or
          the failure to make such payment, or the existence of such deficiency,
          as the case may be, could have a Material Adverse Effect;

                (b)   permit the amount of unfunded current liabilities  (within
          the  meaning  of  section  302(d)(8)(A)  of  ERISA)  under  all  Plans
          maintained at such time by the Company, its Subsidiaries or any of its
          Related  Persons  to  exceed  $15  million  on  a consolidated  basis;
          provided, however, that at all  times the Company and its Subsidiaries
          shall be in compliance with law; or

                (c)   permit  the  aggregate   complete  or  partial  withdrawal
          liability under Title IV of ERISA which is due and unpaid with respect
          to all Multiemployer Plans  incurred by the Company, its  Subsidiaries
          or any Related Person to exceed $5 million.

          7.2   Merger and Consolidation.  The  Company shall not, and shall not
permit any  of its  Subsidiaries to, consolidate  with or  merge into  any other
entity  or  permit  any other  entity  to  consolidate with  or  merge  into it.
Notwithstanding the foregoing, any Subsidiary may merge into the Company or into
another  wholly-owned Subsidiary.   Furthermore, notwithstanding  the foregoing,
the Company may  enter into such  a consolidation or  merger transaction with  a
company if no Event of Default or Potential Event of Default has occurred and is
continuing and  if, immediately after  the consummation of such  transaction, no
Event of Default  or Potential Event  of Default would  exist hereunder and  the
successor entity could, without the occurrence of an Event of Default hereunder,
incur at least $1   of additional Funded  Debt; provided, however, that (a)  the
surviving corporation  in such  transaction is  a solvent corporation  organized
under the laws of a state of the United States of America, with its principal 

                                      -25-

<PAGE>

place  of business  in the United  States, and  doing business primarily  in the
United States and/or  Canada; and (b)  the surviving corporation assumes  all of
the Company's Obligations.

          7.3   Sales or  Other  Dispositions of  Assets.   Except as  expressly
provided in Section 7.4, during any Fiscal Year the Company shall not, and shall
not  permit any  of  its Subsidiaries  to,  sell, lease,  transfer or  otherwise
dispose of any of  its assets (including,  without limitation, the stock,  other
voting securities of or evidence of indebtedness from any Subsidiary) other than
in the  ordinary course of  business unless the  aggregate book value  of assets
sold, leased or otherwise disposed of in such Fiscal Year by the Company and its
Subsidiaries (a) does not exceed  10% of the Consolidated Total Tangible  Assets
of the  Company and  its Subsidiaries  as of  the end  of the  Fiscal Year  most
recently ended; and, (b) such sale of assets together with prior sales of assets
from and after the date of this Agreement does not, on a cumulative basis exceed
25% of  Consolidated Total Tangible  Assets.   The foregoing shall  not prohibit
sales of  assets the  proceeds of  which are  used  within one  year to  acquire
productive assets used  in the  ordinary course  of business of  the Company  or
Subsidiary and having at least substantially comparable value; or (ii) assets by
any  Subsidiary  to  the  Company  or  to  any  other  wholly-owned  Subsidiary.
Notwithstanding the  foregoing, the Company  and any Subsidiary shall  not sell,
lease, transfer or  otherwise dispose of assets if immediately  before and after
such event  an Event of  Default or Potential  Event of  Default exists.   In no
event  shall the Company sell stock of a  Subsidiary if the remaining stock held
by  the  Company shall  be  less  than 51%  of  the  outstanding  stock of  such
Subsidiary.

          7.4   Additional Stock.  The Company shall not:  (i) permit any of its
Subsidiaries  to  issue  any  additional  shares of  capital  stock,  voting  or
non-voting, any warrants,  options or other rights to  acquire capital stock, or
any  securities convertible  into capital  stock, except  to  the Company  or to
another wholly-owned Subsidiary; or (ii)  sell, transfer or otherwise dispose of
any capital  stock, voting or non-voting,  warrants, options or other  rights to
acquire capital stock, or any securities convertible into  capital stock, of any
Subsidiary except to another wholly-owned Subsidiary.

          7.5   Other Agreements.   The Company shall not, and  shall not permit
any of its  Subsidiaries to, enter into  any other agreements which  violate the
terms and conditions of this Agreement or  which, after giving effect thereto or
upon  the performance  of any  covenant contained  therein, would  constitute an
Event of  Default or a Potential Event of Default,  or which  would restrict the
ability of one or more Subsidiaries to pay dividends to the Company.

          7.6   Negative Pledge.   The Company  shall not, and shall  not permit
any of its Subsidiaries to, create, incur, assume, permit or suffer to exist 

                                      -26-

<PAGE>

with respect to any of the assets or property of the Company (including, without
limitation,  its  stock  in and  evidences  of debt  from  Subsidiaries)  or any
Subsidiary, or  any income, revenue, or profits therefrom, all whether now owned
or possessed or hereafter acquired, any Lien, assignment, hypothecation, charge,
adverse  claim or  other  encumbrance thereon,  excepting  only Permitted  Liens
(whether or  not the  Company complies with  the last  sentence of  this Section
7.6).   Except  as permitted  by  Section 7.3  and  7.4, the  Company shall  not
transfer  or convey  any of the  assets or  property of the  Company (including,
without  limitation, its  stock  in  Subsidiaries) nor  permit  the transfer  or
conveyance of the assets or property of  any Subsidiary, or any income, revenue,
or profits therefrom, all whether now owned  or possessed or hereafter acquired,
for the purpose,  or with the effect, of  subjecting the same to  payment of any
Debt or other obligation in priority of payment over its general creditors.  The
Company shall not,  and shall not permit  any of its Subsidiaries to,  suffer to
exist any  Debt or obligation which  may, by law, if  unpaid or in the  event of
bankruptcy or  insolvency, or otherwise, be  given priority in payment  over its
general creditors; nor shall the Company or any Subsidiary make any agreement or
arrangement to subordinate the payment of the Notes to any  other Debt.  Without
limiting  the  generality  of  the foregoing,  if  the  Company  or  any of  its
Subsidiaries shall  create, incur,  assume, permit or  suffer to exist  any Lien
(other than Permitted  Liens) upon any of its  or their property or  assets, the
Company shall make or cause to be  made effective provision for the Notes to  be
secured equally and ratably with any Debt secured by such Lien, so long as  such
other Debt  shall be so secured; provided, however,  that, except as provided in
Section 8.1, such Lien shall constitute a  breach of this Section 7.6 regardless
of the Company's compliance with this last sentence.

          7.7   Additional  Subsidiaries.   Prior  to  the  acquisition  of  any
additional  Subsidiary,  the   Company  shall  provide  to   each  Noteholder  a
certificate  from  the chief  financial  officer  or  treasurer of  the  Company
certifying  that  as  of,  and   immediately  after,  the  acquisition  of  such
Subsidiary, the  representations and warranties  contained in Section 5  are and
will be  true and  correct as  to such  Subsidiary and  no Event  of Default  or
Potential  Event  of Default  exists  or,  upon  such acquisition,  will  exist.
Simultaneously  with such  acquisition,  the new  Subsidiary  shall execute  and
deliver to  the Noteholders  an  acknowledgment that  it  is a  "Guarantor"  for
purposes of this  Agreement and  the Note Guarantee,  such acknowledgment to  be
substantially in the form attached to Exhibit 11.44 to this Agreement.

          7.8   Affiliate Transactions.   The Company shall  not, and shall  not
permit  any Subsidiary to enter  into any transaction  with any Affiliate, their
shareholders, the Affiliates of their shareholders, or the executive officers or
directors of any of the foregoing entities unless the same shall be conducted in
the ordinary course of business on an arms' length basis for fair value in 

                                      -27-

<PAGE>

accordance with reasonable  commercial standards and on terms  no less favorable
than those available to third parties generally.

          7.9   Business Practices.  The Company shall not, and shall not permit
its Subsidiaries to,  conduct any line of business which is not related to their
business as conducted on the Closing Date and described in the Private Placement
Memorandum, or if such lines of  business result in a substantial change,  taken
as  a whole,  in the  general  nature of  the business  of the  Company  and its
Subsidiaries in effect on the Closing Date.

          7.10  Restricted Payments.    The Company  shall  not, and  shall  not
permit any of its Subsidiaries to, make any Restricted Payments if:

                (a)   the  cumulative  amount of  such Restricted  Payments made
          after July 29, 1994  would exceed the sum of (i)  $1,000,000; and (ii)
          50%  of Consolidated  Net  Income (or  minus  100% in  the  case of  a
          deficit) computed on a cumulative basis from  July 29, 1994; and (iii)
          net proceeds of  the issuance or sale  of common stock of  the Company
          after July 29, 1994; or

                (b)   at the time of or as a result of, such Restricted Payment,
          any Event of Default would exist; or

                (c)   after  giving  effect  to  such  Restricted  Payment,  the
          Company would not be permitted under the terms of Section 8.2 to incur
          at least $1.00 of additional Total Debt.

Notwithstanding the foregoing,  any Subsidiary may make a  Restricted Payment to
the Company at any time.

          7.11  Investments, Guaranties.  The  Company shall not, and shall  not
permit any of its Subsidiaries to:

                (a)   directly  or indirectly make  or own any  Investment other
          than

                      (i)   Permitted Investments in any Person, and

                      (ii)  additional  Investments  of  the   Company  and  its
                Subsidiaries  in an  aggregate  amount  not  to  exceed  15%  of
                Consolidated Tangible Net Worth; or





                                      -28-

<PAGE>

                (b)   create  or  become  or  be  liable  with  respect  to  any
          Guarantee except

                      (i)   Guarantees outstanding  on  the date  hereof as  set
                forth in Section 7.11 of Schedule III and

                      (ii)  subject to compliance with  Section 8.2, the Company
                may  become  and   remain  liable  with  respect   to  unsecured
                Guaranties of Debt of any Subsidiary and any other obligation of
                any Subsidiary incurred in the ordinary course of its  business;
                provided  the  maximum  dollar  amount  of  the  Debt  or  other
                obligation  being guaranteed  is  readily  ascertainable by  the
                terms   of  such  obligation  or  the  instrument  or  agreement
                evidencing such Guarantee specifically  limits the dollar amount
                of the maximum liability of the Guarantor thereunder.

          Section 8.  Financial Covenants.   The  Company hereby covenants  with
the Noteholders:

          8.1   Minimum  Tangible Net  Worth.   At  no  time shall  Consolidated
Tangible Net Worth be less than the amounts shown below:

                           Through
     On or After         December 31         Minimum TNW
     July 29, 1994          1994           $ 90.4 million
  January  1, 1995          1995           $ 94.4 million
  January  1, 1996          1996           $ 96.4 million
  January  1, 1997          1997           $ 98.4 million
  January  1, 1998          1998           $100.4 million
  January  1, 1999          1999           $102.4 million
  January  1, 2000          2000           $104.4 million
  January  1, 2001          2001           $106.4 million


          The Company hereby agrees that in the event  it shall at any time fail
to maintain the Consolidated Tangible Net Worth set forth above, it will execute
and deliver  to the Noteholders  a security agreement, financing  statements and
such  other documents as the Noteholders  may in good faith  require in order to
grant and perfect a security  interest in favor of the Noteholders in  assets of
the Company acceptable to the Noteholders in their sole discretion to secure all
Obligations of  the Company.  Such security interest shall  be pro rata and pari
passu  with any  security interest  granted by  the Company or  its Subsidiaries
under the Bank Financing Documents.

          Upon compliance  with  foregoing obligation  to  grant and  perfect  a
security interest  in its assets, the Company  shall be deemed to  have cured an
Event of Default consisting solely of its failure to maintain its Consolidated 

                                      -29-

<PAGE>

Tangible Net  Worth as  required by this  Section 8.1 so  long as  the Company's
Consolidated Tangible  Net Worth  is not  more than  $3 million  less than  that
required at such time, as set forth above.

          8.2   Total  Debt.  At no time shall Total Debt of the Company and its
Subsidiaries  at  the  end  of  any  Fiscal  Quarter exceed  40%  of  the  Total
Capitalization of the Company and its Subsidiaries.

          8.3   Current  Debt.    The Company's  ratio  of  Consolidated Current
Assets to Consolidated Current Liabilities shall not be less than 1.75 to 1.

          8.4   Fixed  Charge Coverage.  As  of the end  of each Fiscal Quarter,
the Company  and its Subsidiaries  shall have Consolidated Income  Available for
Fixed  Charges of not less than  2.5 times Fixed Charges,  computed on a rolling
four Fiscal Quarter basis.


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                                      -30-

<PAGE>

          Section 9.  Events  of  Default.    The  following  occurrences  shall
constitute Events of Default:

          9.1   Payments.   The Company (i) fails  to pay when due any scheduled
principal payment or any optional prepayment after giving notice thereof, or any
Make-Whole Premium; or (ii)  fails to pay any payment of  interest on the Notes,
and such failure to make the interest payment is not cured within  five business
days of the scheduled payment date.

          9.2   Other Obligations.    The Company  fails to  pay any  Obligation
(other than those set forth in Section 9.1) within 30 days after the same become
due.

          9.3   Other Debt.  Any one or more of the following events occur:

                (i)   the Company and/or any Subsidiary fails to pay when due or
          within any applicable  grace or cure period  Debt of the Company  or a
          Subsidiary with an outstanding principal  amount of $1,000,000 or more
          in the aggregate, regardless of the  amount of the payment in default;
          or

                (ii)  the  Company or any Subsidiary defaults in the performance
          of  any  other term,  provision  or  agreement  under which  the  Debt
          described in clause  (i) above was created or governed,  the effect of
          which is to  permit, with the  giving of notice  or lapse of time,  or
          both, the holder of such Debt  to cause such Debt to become due  prior
          to its stated maturity,  unless such default  is waived in writing  by
          the holder of such Debt; provided, however, that any default described
          in this clause  (ii) shall  not become an  Event of Default  hereunder
          until 30  days after its  occurrence during which period  such default
          has not been waived in writing by the holder of such Debt; or

                (iii) any of such Debt  shall be validly declared to  be due and
          payable  or  required to  be  prepaid  prior  to the  stated  maturity
          thereof.

          9.4   Undischarged Final Judgments.   Final judgment or  judgments for
the payment of money (which are not covered by insurance), assessments or levies
for the  payment  of  taxes, or  writs  or warrants  of  attachment, is  or  are
outstanding against  the Company  or any  Subsidiary in  an aggregate amount  in
excess of $1,000,000,  and any such judgment, assessment, levy,  writ or warrant
of attachment (a) has  been outstanding for more than  30 days from the date  of
its entry  and (b)  has  not been  discharged, paid,  bonded against,  released,
vacated, reversed, stayed (and discharged within 30 days after expiration of any
stay),  or  appealed and  a  funded  (but  not necessarily  segregated)  reserve
established therefor if not otherwise bonded against.

                                      -31-

<PAGE>

          9.5   False Representations.   Any representation or warranty  made by
the Company or any Subsidiary in this Agreement  or in any certificate or report
delivered pursuant hereto  is false or  misleading in any material  respect when
made.

          9.6   Negative and Financial Covenants.  The Company or any Subsidiary
(a) fails to comply with any covenant set forth in Sections 7.2, 7.3, 7.4,  7.5,
7.6, 7.9,  7.10, 7.11 and Section 8.4  or fails to provide an  NAIC rating of at
least "3"  within the  time permitted by  Section 4.12  above, for all  of which
obligations no cure shall be permitted; or (b) fails to comply with any covenant
set  forth in any  other sections  of Section  7 and such  failure is  not cured
within 30 business  days of the event or condition constituting such failure; or
(c) fails to comply with any covenant set  forth in Section 8.1, 8.2 and 8.3 and
such  failure is  not cured within  10 Business  Days of the  event or condition
constituting such failure.

          9.7   Affirmative Covenants.  The Company (whether as to itself or any
Subsidiary) fails  to comply with  any covenant set  forth in  Section 6 or  any
other covenant or agreement set forth herein (other than the covenants set forth
in Section  7 and Section  8) and such failure  continues for more  than 30 days
after the occurrence thereof.

          9.8   Involuntary Bankruptcy Proceedings.

                (a)   A  receiver, liquidator or  trustee of the  Company or any
          Significant  Subsidiary  or any  of  their property  (whether  real or
          personal,  tangible or  intangible), is  appointed by court  order and
          such order is not discharged within 60 days; or

                (b)   An  order  for   relief  is  entered  in   any  bankruptcy
          proceeding in  which the  Company or any  Significant Subsidiary  is a
          "debtor" within the meaning of the Bankruptcy Code; or

                (c)   A petition is filed against the Company or any Significant
          Subsidiary   under   any  bankruptcy,   reorganization,   arrangement,
          insolvency,  readjustment of debt,  dissolution or liquidation  law of
          any  jurisdiction, whether  now or  hereafter  in effect,  and is  not
          dismissed within 60 days after such filing.

          9.9   Voluntary  Petitions.  The Company or any Significant Subsidiary
files  a petition in voluntary bankruptcy  or seeking relief under any provision
of  any bankruptcy,  reorganization,  arrangement,  insolvency, readjustment  of
debt,  dissolution  or liquidation  law  of  any  jurisdiction, whether  now  or
hereafter  in effect, or consents  to the filing of  any petition under any such
law.

                                      -32-

<PAGE>

          9.10  Assignments  for  Benefit of  Creditors.    The Company  or  any
Significant Subsidiary (a) makes an assignment for the benefit of its creditors,
or  (b)  is generally  not paying  its  debts as  they  become due,  or  (c) has
announced that  it will not pay its debts as they become due, or (d) consents to
the appointment  of a  receiver, trustee  or liquidator  of the  Company or  any
Significant Subsidiary or of all or any part of their property.

          Section 10. Remedies.

          10.1  Acceleration.  Upon the occurrence  of an Event of Default under
Sections 9.8, 9.9 or 9.10, all outstanding principal and accrued interest on the
Notes shall become  automatically and  immediately due  and payable.   Upon  the
occurrence of any Event of Default  under Section 9.1, any Noteholder may  as to
its own Note(s), or Noteholders owning 51% in aggregate principal amount  of the
aggregate outstanding Notes may, as  to all the Notes outstanding,  upon written
notice,  declare all  outstanding  principal, Make-Whole  Premium,  if any,  and
accrued interest on  such Notes to  be immediately  due and payable.   Upon  the
occurrence of any Event  of Default other than  under Sections 9.1, 9.8,  9.9 or
9.10 any Noteholders holding at least  51% in principal amount of the  aggregate
outstanding Notes, upon  written notice, may declare all  outstanding principal,
Make-Whole  Premium,  if  any,  and  interest on  all  outstanding  Notes  to be
immediately due  and  payable.   In any  of the  above  events, no  presentment,
protest, demand or  notice other  than that  expressly provided  above shall  be
necessary, all of which are hereby waived by the Company.  Upon any acceleration
of the Notes pursuant to this Section 10, there shall be added to the amount due
thereunder:  (a) all costs and expenses due in accordance with Section 6.13; and
(b) a Make-Whole Premium determined as of the date of acceleration in accordance
with Section 1.2(b) (considering the acceleration as a prepayment).  Noteholders
holding 51% or more in principal amount of the aggregate outstanding  Notes may,
in  their sole  and absolute discretion,  rescind and  annul any  declaration of
acceleration hereunder,  other than  a declaration of  acceleration based  on an
Event of Default under Section  9.1, if:  (a) the Company has  made all payments
of  principal, interest,  Make-Whole Premiums,  if  any, and  expenses then  due
(other than as  are due solely by  reason of declaration of  such acceleration);
(b) any and all  other Events of Default have been cured  to the satisfaction of
or waived by the Noteholders; and (c) no judgment or decree has been entered for
the payment of amounts due pursuant to this Agreement or the Notes.

          10.2  Other Remedies.  In addition to  the rights set forth in Section
10.1, upon the occurrence of an Event of Default  the Noteholders shall have all
other rights and  remedies available at  law and in  equity, including,  without
limitation, for specific performance, for injunctive relief restraining 

                                      -33-

<PAGE>

violation hereof,  and in aid  of the  exercise of  any right  or power  granted
herein.

          10.3  Remedies  in  General.    No  course  of  dealing  between   the
Noteholders and the  Company, its Subsidiaries, or the  Guarantors shall operate
as a waiver  of any of the  Noteholders' rights hereunder  or under any Note  or
Guarantee.   No delay or  omission on the part of  the Noteholders in exercising
any rights  hereunder or under  the Notes or the  Guarantees shall operate  as a
waiver of such right  or any other right hereunder or as  an acquiescence in any
Event  of  Default or  other  event or  course of  conduct  by the  Company, its
Subsidiaries or  the  Guarantors.   No waiver  or consent  shall  be binding  or
effective unless in writing and  signed by the requisite number  of Noteholders.
No  waiver  on any  one occasion  or with  respect  to any  one matter  shall be
construed as  a waiver of any right  or remedy as to any  future occasion or any
other matter.  No single  or partial exercise of any right or  remedy hereunder,
or the exercise of any other right  or remedy by the Noteholders, shall preclude
the exercise  of  any  rights  or  remedies,  hereunder  or  otherwise,  by  the
Noteholders.  All rights and remedies herein and in any other Operative Document
shall  be cumulative  and  may be  exercised separately  or  concurrently.   The
Noteholders may exercise their rights  under this Section 10 either collectively
or individually in accordance with the terms of this Agreement.

          Section 11. Definitions.   The following terms shall have the meanings
set forth below.

          11.1  Accounting Terms.  All accounting terms not specifically defined
herein shall be construed in accordance with GAAP.

          11.2  Affiliate.  As applied to any Person, "Affiliate" shall mean any
Person,  other  than  a  Subsidiary,  directly  or   indirectly  controlling  or
controlled  by or  under common  control  with such  Person, including,  without
limitation,  any officer or director of  such Person and any Person beneficially
owning or holding 5%  or more of any class of voting  securities, provided that,
for   purposes  of  this  definition,  "control"  (including,  with  correlative
meanings, the terms "controlled  by" and "under common  control with"), as  used
with respect to  any Person, shall mean the possession,  directly or indirectly,
of the power to direct or cause  the direction of the management and policies of
such Person,  whether through the ownership of  voting securities or by contract
or otherwise,  and provided  further that no  institutional Noteholder  shall be
deemed to be  an Affiliate of the  Company or any of its  Subsidiaries solely by
reason of ownership of the Notes or other securities issued  in exchange for the
Notes or by reason of having the benefits of any agreements or covenants of  the
Company contained in this Agreement.

                                      -34-

<PAGE>

          11.3  Agreement.   "Agreement" shall mean this Note Purchase Agreement
dated  as of  July 29, 1994  by and  among the  Purchasers, the Company  and the
Guarantors.

          11.4  Agreement  References.    All references  in  this  Agreement to
Sections  are to sections of this  Agreement unless otherwise indicated.  Unless
otherwise indicated, all  references in this Agreement to  Exhibits or Schedules
are to Exhibits and Schedules attached to this Agreement.  All such Exhibits and
Schedules shall be deemed incorporated herein by this reference.

          11.5  Bank Financing.   "Bank  Financing" shall  mean the  $15 million
unsecured  financing  extended to  the  Company by  Commerce  Bank of  St. Louis
(together with any participants  in such facility, the "Banks")  and any similar
or replacement  credit facilities.   "Bank Financing  Documents" shall  mean the
Loan Agreement dated as  of December 14, 1989, by and among  the Company and the
Banks, as amended by  the First Amendment to Loan  Agreement dated as of May  1,
1991,  Second Amendment to Loan Agreement  dated April 27, 1992, Third Amendment
to Loan  Agreement  dated as  of  December 1,  1992,  Fourth Amendment  to  Loan
Agreement dated as of May 1, 1993, Fifth Amendment to Loan Agreement dated as of
April 15,  1994, and as  further amended  from time to  time, and  any documents
evidencing any similar or replacement credit facilities.

          11.6  Bankruptcy Code.  "Bankruptcy Code" shall mean the United States
Bankruptcy Code, 11 U.S.C.  101 et seq. as amended from time to time.

          11.7  Business Day.  "Business Day" shall mean as to any Note any week
day other  than a day on  which banks are  authorized to be closed  or insurance
companies are generally closed in the city in which payments under such Note are
to be made.

          11.8  Capital Lease.   "Capital  Lease" shall mean  as applied  to any
Person,  any lease  of any property  (whether real,  personal or mixed)  by such
Person as  lessee  which would,  in  accordance with  GAAP,  be required  to  be
classified and  accounted for  as a  capital lease  on a  balance sheet  of such
Person  or for which the amount  of the asset and  liability thereunder as if so
capitalized should be disclosed in a note to the balance sheet of such Person.

          11.9  Capital  Lease  Obligation.   "Capital  Lease  Obligation" shall
mean, with  respect to any  Capital Lease, the amount  of the obligation  of the
lessee thereunder which would, in accordance with GAAP, appear as a liability on
a balance sheet of such lessee in respect of such Capital Lease.

          11.10 CERCLA.   "CERCLA"  shall mean  the Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time.

                                      -35-

<PAGE>

          11.11 Change  in   Control.    "Change  in  Control"  shall  mean  the
acquisition by any Person or a group of  related Persons of more than 50% of the
Voting Stock of the Company.

          11.12 Closing.  "Closing" shall mean  the consummation of the sale and
purchase of  the  Notes pursuant  to this  Agreement, as  further referenced  in
Section 3.

          11.13 Closing  Date.   "Closing Date"  shall  mean the  date on  which
Closing occurs.

          11.14 Code.  "Code" shall  mean the Internal Revenue Code of  1986, as
amended from time to time.

          11.15 Company.   "Company" shall mean  A.P. GREEN INDUSTRIES,  INC., a
Delaware corporation.

          11.16 Consolidated Income Available for Fixed Charges.   "Consolidated
Income Available for Fixed Charges" of the  Company and its Subsidiaries for any
period  shall mean  the sum of  Consolidated Net  Earnings for such  period plus
income tax  expense, as  defined according  to GAAP,  plus  Fixed Charges,  plus
amortization expense related to goodwill, deferred charges and other  intangible
assets.

          11.17 Consolidated Net  Earnings.  "Consolidated  Net Earnings"  shall
mean with  reference to  any period  and as to  any Person,  the net  income (or
deficit) of  such  Person and  its  Subsidiaries for  such  period (taken  as  a
cumulative whole), after  deducting all operating  expenses, provisions for  all
taxes and reserves (including reserves  for deferred income taxes), amortization
of debt discount and other deferred charges, contingency reserves, depreciation,
depletion and  all other  proper deductions, all  determined in  accordance with
GAAP on  a consolidated basis,  after eliminating all  intercompany transactions
and  after  deducting  portions  of income  properly  attributable  to  minority
interests, if any, in the stock and  surplus of any subsidiaries; provided, that
there shall be excluded:

                (a)   (i)   the undistributed income (or net loss) of any entity
          which is  not a Subsidiary, and  (ii) the net income (or  net loss) of
          any Subsidiary  accrued prior to the  date it becomes a  Subsidiary of
          such Person or  is merged into or  consolidated with such Person  or a
          Subsidiary of such Person;

                (b)   any aggregate net gain  or net loss reflected  during such
          period arising from the sale, exchange or other disposition of capital
          assets (such  term to  include all fixed  assets, whether  tangible or
          intangible, all inventory  sold in conjunction with the disposition of
          fixed assets, and all securities) other than in the ordinary course of
          business;

                                      -36-

<PAGE>

                (c)   any  extraordinary,  unusual  or  non-recurring  gains  or
          losses.

          11.18 Consolidated  Tangible Net  Worth.   "Consolidated  Tangible Net
Worth"  shall mean with reference to any period  and as to any Person the sum of
the stockholder's equity and  non-redeemable preferred stock, less goodwill  and
other intangible assets, of such Person and its Subsidiaries as set forth in the
consolidated financial statements of such Person.

          11.19 Consolidated  Total   Tangible  Assets.     "Consolidated  Total
Tangible Assets" shall mean with  reference to any period and as to  any Person,
the total assets,  less goodwill, of such Person and its Subsidiaries determined
on a consolidated basis in accordance with GAAP.

          11.20 Consolidated Current  Assets.    "Consolidated  Current  Assets"
shall mean with reference to any period and as to any Person, the current assets
of such  Person and  its  Subsidiaries determined  on  a consolidated  basis  in
accordance  with GAAP,  less  the  current portion  of  the projected  insurance
recovery on asbestos claims.

          11.21 Consolidated   Current  Liabilities.     "Consolidated   Current
Liabilities" shall  mean with  reference to  any period  and as  to any  Person,
current  liabilities  of  such  Person  and its  Subsidiaries  determined  on  a
consolidated  basis in  accordance with  GAAP less  the current  portion of  the
projected insurance recovery on asbestos claims for such period.

          11.22 Debt.   "Debt"  as applied  to any  Person, shall  mean, without
duplication,  the sum  of (a)  all indebtedness  for  borrowed money  which such
Person  has  directly  or  indirectly  created, incurred  or  assumed,  (b)  all
indebtedness secured by any Lien on any  property or asset owned or held by such
Person subject  thereto, whether or  not the indebtedness secured  thereby shall
have been assumed,  (c) all indebtedness  of others with  respect to which  such
Person has become  liable by way of  a Guarantee, (d) Capital  Lease Obligations
and (e) all recourse obligations of such Person, whether absolute or contingent,
matured or unmatured,  including, without limitation  any Guarantee, related  to
asset securitization  programs established by  such Person to which  such Person
has sold any of  its assets.  In determining the Debt of  any Person there shall
be included all  indebtedness of  such Person  of the character  referred to  in
clauses (a) through (e) deemed to be  extinguished under GAAP but for which such
Person remains legally liable.

          11.23 Environmental  Laws.     "Environmental  Laws"  shall  mean  all
applicable  federal, state, and  local statutes, regulations,  ordinances, rules
and orders as in  effect from time to time pertaining  to the environment (land,
air, and  water), pollution,  asbestos, waste disposal,  and the  handling, use,
storage or disposal of hazardous or toxic substances, whether on-site or 

                                      -37-

<PAGE>

off-site,  including without  limitation CERCLA,  the Clean  Air Act,  the Clean
Water Act, the Resource Conservation  and Recovery Act, the Superfund Amendments
and  Reauthorization   Act,  the  Toxic  Substances  Control  Act,  the  Federal
Insecticide, Fungicide  and Rodenticide  Act, the Safe  Drinking Water  Act, the
Occupational Safety and Health Act and all applicable state statutes, as amended
from time to time.

          11.24 ERISA.   "ERISA"  shall  mean  the  Employee  Retirement  Income
Security Act of 1974, as amended from time to time.

          11.25 Event of Default.  "Event  of Default" shall mean the occurrence
of an event described in Section 9.

          11.26 Financial  Statements.   "Financial Statements"  shall mean  the
audited  financial statements (balance sheet, statement  of income, statement of
cash flows) of the  Company and its Subsidiaries on a consolidated basis for the
Fiscal Year ended December 31, 1993, the Company's Form  10-K for the year ended
December 31, 1993,  the Company's Quarterly Financial  Report and Form 10-Q  for
the period  ended March  31, 1994,  and the  Company's Proxy  Statement for  the
annual meeting held May 12, 1994, all as provided to the Purchasers.

          11.27 Fiscal Quarter.   "Fiscal  Quarter" shall  mean any  three-month
fiscal period of the Company treated as a fiscal quarter by the Company.

          11.28 Fiscal Year.  "Fiscal Year"  shall mean the annual fiscal period
of the Company.

          11.29 Fixed  Charges.  "Fixed  Charges" shall mean,  with reference to
any period, the sum of the following  for the Company and its Subsidiaries on  a
consolidated basis,  after eliminating all intercompany items in accordance with
GAAP:

                (a)   Interest Expense  properly charged or chargeable to income
          during such period in accordance with GAAP; and 

                (b)   all Operating Lease Rentals properly charged or chargeable
          to income during such period in accordance with GAAP.

          11.30 Funded  Debt.    "Funded  Debt"  shall  mean,  at  any  date  of
determination, all Debt of any Person and its Subsidiaries which by its terms or
by the terms of  any instrument or agreement relating thereto  matures, or which
is otherwise  payable or  unpaid, more than  one year  from, or  is directly  or
indirectly renewable or extendible  at the option of  the Person to a date  more
than  one year (including  an option of  the Person under a  revolving credit or
similar agreement obligating the lender or lenders to extend credit over a 

                                      -38-

<PAGE>

period of  more than one year) from the  date of the creation thereof; provided,
that  Funded  Debt  under this  Section  11.30  shall include,  at  any  date of
determination, any portion of  such Funded Debt  outstanding on such date  which
matures on demand  or within one year  from such date (whether  by sinking fund,
other  required  prepayment  or final  payment  at  maturity) and  which  is not
directly or  indirectly renewable,  extendible or refundable,  at the  option of
such Person to a date more than one year from such date.

          11.31 GAAP.     "GAAP"  shall   mean  generally   accepted  accounting
principles  as set  forth from time  to time  in the opinions  of the Accounting
Principles Board of  the American Institute of Certified  Public Accountants and
statements of the Financial  Accounting Standards Board or in such  opinions and
other entities as shall be approved  by a significant segment of the  accounting
profession, consistently applied.

          11.32 Guarantee.  "Guarantee" shall mean as applied to any Person, any
direct  or indirect  liability, contingent  or  otherwise, of  such Person  with
respect to  any indebtedness,  lease, dividend or  other obligation  of another,
including,  without limitation,  any  such  obligation  directly  or  indirectly
guaranteed, endorsed (otherwise  than for collection or deposit  in the ordinary
course  of business) or discounted  or sold with recourse by  such Person, or in
respect  of  which such  Person  is  otherwise  directly or  indirectly  liable,
including, without limitation, any such  obligation in effect guaranteed by such
Person  through any agreement (contingent  or otherwise) to purchase, repurchase
or  otherwise acquire such  obligation or any  security therefor, or  to provide
funds for the payment  or discharge of such obligation  (whether in the form  of
loans,  advances, stock  purchases, capital contributions  or otherwise),  or to
maintain the solvency or any balance  sheet or other financial condition of  the
obligor of such  obligation, or to make  payment for any products,  materials or
supplies or for any transportation or services regardless of the non-delivery or
nonfurnishing  thereof, in  any  such case  if  the purpose  or  intent of  such
agreement  is  to provide  assurance  that  such  obligation  will  be  paid  or
discharged, or  that any agreements relating  thereto will be complied  with, or
that the holders  of such obligation will  be protected against loss  in respect
thereof.   The amount of any Guarantee shall be  deemed to be the maximum amount
for which such  Person may be  liable as guarantor,  upon the occurrence of  any
contingency or otherwise, under or by virtue of its Guarantee.

          11.33 Guarantor.   "Guarantor" shall  mean either  Lime Corp.,  Canada
Refractories, U.K. Refractories, Detrick, Acquisition Corp. or Ontario  Inc. and
"Guarantors" shall mean all these entities.

          11.34 Hazardous Materials.   "Hazardous Materials" shall mean,  at any
time, (a) any "hazardous substance" as defined in  101(14) of CERCLA or 

                                      -39-

<PAGE>


applicable sections  of any  of the  Environmental Laws  at such  time; (b)  any
"hazardous   waste",  "infectious   waste",   "hazardous  product",   "Hazardous
Material", "pollutants" or  "contaminants" as defined in applicable  sections of
any of the Environmental  Laws at such time; and (c)  any additional substances,
materials  or products  which at such  time are  classified or considered  to be
hazardous or toxic or otherwise regulated under any of the Environmental Laws.

          11.35 Intellectual Property.   "Intellectual Property" shall mean  any
trade  secret, patent, patent  application, copyright, trademark,  service mark,
brand, brandmark, brand name,  trade name,  label,  and every other  proprietary
invention, process, design, plant, work of authorship and work protectable under
titles 35 or 17 of the United States Code.

          11.36 Interest Expense.   "Interest Expense" shall mean  cash interest
expense  (including both  capitalized  and  non-capitalized  interest)  and  the
interest component of Capital Leases.

          11.37 Investment.  "Investment"  shall mean as applied  to any Person,
(a) any direct or indirect purchase or other acquisition by such Person of stock
or other securities of or any partnership  interest in any other Person; (b) any
direct or indirect capital contribution by such Person to any other  Person; (c)
any loan or advance by  such Person to any other Person, including  all debt and
accounts receivable from such other Person which are not current assets or which
did  not  arise from  sales  to such  other  Person in  the  ordinary course  of
business; (d)  any direct  or indirect  purchase  or other  acquisition by  such
Person of any assets other than assets used in the ordinary  course of business;
and (e) any  liability or obligation of  such Person to make any  such purchase,
acquisition, loan, advance or capital contribution.

          11.38 Liens.   "Liens" shall  mean as to  any Person, any  interest in
property  securing  an obligation  owed  to, or  a  claim by,  any  other Person
including,  without limitation,  any  mortgage,  lien,  pledge,  adverse  claim,
charge, security  interest or  other encumbrance in  or on,  or any  interest or
title of any vendor, lessor, lender or other secured party to  or of such Person
under any  conditional sale or other title  retention agreement or Capital Lease
with respect to,  any property or  asset owned  or held by  such Person, or  the
signing or filing of a financing statement which names such Person as debtor, or
the signing of any security agreement authorizing any other party as the secured
party thereunder  to file  any financing statement.   For  the purposes  of this
Agreement,  a Person shall be deemed to be  the owner of any assets which it has
placed in trust for the benefit  of the holders of Debt of such  Person and such
trust shall  be deemed to be  a Lien if such  Debt is deemed to  be extinguished
under GAAP and such Person remains legally liable therefor.

                                      -40-

<PAGE>

          11.39 Make-Whole  Premium.  "Make-Whole Premium" shall mean an amount,
if any, but not less than zero, by which (a) the present value as of the date in
respect  of which the  Make-Whole Premium is  to be determined  of all scheduled
principal and interest  payments thereafter due on the  portion of the principal
amount of the Note to be prepaid  discounted semiannually at a rate equal to the
sum of 50 basis points and the then existing yield  to maturity of U.S. Treasury
Securities with  an average life to  maturity nearest to the  remaining Weighted
Average Life to  Maturity of such Note,  as determined by  reference to (i)  the
yields for such  U.S. Treasury Securities reported,  as of 10:00 A.M.  (New York
City time) on the Business Day next preceding the respective payment date by the
Bloomberg Financial Markets service available on the Telerate Information System
(page 500, bid  side) (or any successor service),  or (ii) if such  yields shall
not be reported as of such time or the yields reported as of such time shall not
be  ascertainable,  as  reported  by   the  then  most  recent  Federal  Reserve
Statistical Release H.15(519) which has become publicly available as of the date
which is two  business days prior  to the date as  of which prepayment is  to be
made  (or, if  such Statistical  Release is  no longer  published,  any publicly
available source of such market data), exceeds (b) the portion of  the principal
amount of the Note to be prepaid and all accrued interest thereon.

          11.40 Margin  Security.    "Margin Security"  shall  have  the meaning
assigned to such term  in Regulation G of the Board of  Governors of the Federal
Reserve System of the United States as amended from time to time.

          11.41 Margin Stock.  "Margin Stock" shall have the meaning assigned to
such term  in Regulation  U of the  Board of  Governors of  the Federal  Reserve
System of the United States as amended from time to time.

          11.42 Material  Adverse Change or  Effect.  "Material  Adverse Change"
and  "Material Adverse Effect"  shall mean a material  adverse change or effect,
respectively, with respect  to the assets,  business, management, operations  or
condition,  financial or otherwise, of the Company and its Subsidiaries taken as
a whole.

          11.43 Multiemployer  Plan.   "Multiemployer Plan"  shall  mean a  Plan
meeting the  definition of  "multiemployer plan" contained  in either  29 U.S.C.
 1002(37)  or  29  U.S.C.  1301(a)(3),  or  a  Plan employed  by  more  than one
employer, to  which contributions are  or have been made  by the Company  or any
Related Person.

          11.44 Note Guarantee.   "Note Guarantee"  shall mean the  Guarantee of
the Company's  Obligation given by the Guarantors  to the Noteholders, such Note
Guarantee to be substantially in the form  attached to this Agreement as Exhibit
11.44.

                                      -41-

<PAGE>

          11.45 Noteholders.  "Noteholders" shall mean the holders of the Notes,
as  reflected in  the Note  register  referenced in  Section 1.3.    The initial
Noteholders shall be the Purchasers.

          11.46 Notes.  "Notes" shall mean the Notes as specified in Section 1.1
hereof.

          11.47 Obligations.   "Obligations" shall  mean all obligations  of the
Company or  its Subsidiaries  under the  Operative Documents, including  without
limitation all amounts due under the Notes or any Note Guarantees.

          11.48 Operating Lease.  "Operating Lease"  shall mean any lease of the
Company or  its Subsidiaries of any  property (whether real, personal  or mixed)
which is not a Capital Lease, other than any such lease having a term (including
all renewal  terms, whether or  not exercised) of less  than 12 months  from the
date of inception of such lease.

          11.49 Operating Lease Rentals.   "Operating Lease Rentals"  shall mean
the total rentals due on Operating Leases for the respective period in question,
including amounts  payable in  respect of taxes,  maintenance and  other similar
impositions under the Operating Leases.

          11.50 Operative  Documents.    "Operative  Documents"  shall  mean the
Notes, this  Agreement, the  Note Guarantee and  all certificates,  opinions and
other documents  issued  or delivered  in  connection with  the Notes  and  this
Agreement.

          11.51 Permitted  Investments.  "Permitted  Investments" shall mean any
Investment in:

                (a)   one or more wholly-owned Subsidiaries or any Person which,
          concurrent with such Investment, becomes a wholly-owned Subsidiary;

                (b)   stock  or securities  of a  corporation  in settlement  of
          debts owing to the Company or the respective Subsidiary arising in the
          ordinary course of business;

                (c)   marketable direct obligations issued or guaranteed  by the
          United  States of  America or  issued by  any agency  thereof maturing
          within one year from the date of acquisition thereof;

                (d)   certificates  of deposit maturing within one year from the
          date  of acquisition thereof  issued by commercial  banks incorporated
          under the laws of the United States of America or any state thereof or
          the District  of Columbia, whose  deposits are insured by  the Federal
          Deposit Insurance Corporation and each having as at any date of 

                                      -42-

<PAGE>

          determination   combined  capital  and   surplus  of  not   less  than
          $500,000,000;

                (e)   commercial paper of a corporation organized under the laws
          of the  United States of America or any  state thereof or the District
          of Columbia maturing no  more than 270 days from the  date of creation
          thereof and having as at any date of  determination the rating A-1/P-1
          from  Standard &  Poor's Corporation  and  Moody's Investors  Service,
          Inc.;

                (f)   loans and advances  made by the Company  or any Subsidiary
          to  its employees  for expenses  incurred  in the  ordinary course  of
          business; and

                (g)   Investments other  than as  described in  (a) through  (f)
          above which are  existing on  the Closing Date  and listed on  Section
          11.51 of Schedule III.

          11.52 Permitted Liens.  "Permitted Liens" shall mean:

                (a)   pledges  or deposits by  the Company and  its Subsidiaries
          under workman's  compensation  laws, unemployment  insurance  laws  or
          similar legislation, or  good faith deposits in connection  with bids,
          tenders, contracts (other than for the payment of Debt  by the Company
          or  its  Subsidiaries),  or  leases   to  which  the  Company  or  its
          Subsidiaries  are parties,  or deposits  of cash  or United  States of
          America  Government  Bonds  to  secure  surety  or  appeal  bonds   or
          performance bonds to which the Company or its Subsidiaries are parties
          or which are issued for their account;

                (b)   Liens imposed  by law, such  as carriers', warehousemen's,
          materialmen's  and mechanics' liens, or Liens arising out of judgments
          or awards  against the  Company and its  Subsidiaries with  respect to
          which the Company and its Subsidiaries at  the time shall currently be
          prosecuting  an appeal or proceedings for  review in good faith and by
          proper procedure and with respect to which adequate reserves have been
          established on the books of the Company;

                (c)   Liens  for  taxes   not  yet  subject  to   penalties  for
          nonpayment and Liens for taxes the payment of which is being contested
          in good  faith by  appropriate proceedings and  with respect  to which
          adequate reserves have been established;

                (d)   minor survey exceptions,  minor encumbrances, easements or
          reservations of, or rights of others for,  rights of way, highways and
          railroad crossings,  sewers, electric  lines, telegraph  and telephone
          lines and other similar purposes, or zoning or other restrictions as 

                                      -43-

<PAGE>

          to the  use of  real properties, other  minor title  imperfections, or
          other Liens incidental to the conduct  of the business of the  Company
          or any of its Subsidiaries or to the ownership of their property which
          Liens were not incurred in connection with Debt of the Company  or any
          of its  Subsidiaries, and which  Liens do not  individually or  in the
          aggregate materially  detract from  the value  of  said properties  or
          materially impair  the operation of the  business taken as  a whole of
          the Company or such Subsidiaries;

                (e)   Liens  existing  on  the  date  hereof  and  specified  on
          Schedule III hereto, and any  extension, renewal or replacement of any
          such Lien  in respect of  the same property subject  thereto; provided
          that the  principal amount  of Debt associated  with such Liens  in no
          event  shall exceed  the principal  amount of  such Debt  on the  date
          hereof and do not affect  the title to or use of the assets encumbered
          thereby;

                (f)   (i)   any Lien in  Property or in rights  relating thereto
          to  secure  any  rights  granted  with respect  to  such  Property  in
          connection with the provision  of all or a part of  the purchase price
          or cost of the construction of such Property created contemporaneously
          with, or  within 120 days after such  acquisition or the completion of
          such  construction, or  (ii) any  Lien  in Property  existing in  such
          Property at the time of acquisition  thereof, whether or not the  debt
          secured thereby is assumed by the Company or such Subsidiary; or (iii)
          any Lien existing  in the Property of  a corporation at the  time such
          corporation  is merged  into or  consolidated  with the  Company or  a
          Subsidiary or at the time of a sale, lease or other disposition of the
          Properties of a corporation or firm as an entirety or substantially as
          an entirety to  the Company  or a Subsidiary,  provided that all  such
          Liens under  this Section 11.52(f) shall  not exceed 100% of  the fair
          market value on the related property.

                (g)   Liens  securing  Debt  of the  Company  to  a wholly-owned
          Subsidiary; and

                (h)   other  Liens incidental  to  the  normal  conduct  of  the
          business of  the Company or  any Subsidiary  or the  ownership of  the
          property of such Person which are not incurred in connection with  the
          incurrence of Debt and which do not in the aggregate materially impair
          the use  of such  property in  the operation  of the  business of  the
          Company and  its Subsidiaries taken  as a whole  or the value  of such
          property for the purpose of such business.

                                      -44-

<PAGE>

Notwithstanding the  restrictions provided  herein, the Company  and any  one or
more Subsidiaries may either (a) create, issue, incur or assume Liens  otherwise
prohibited, or (b) incur, create or assume unsecured Total Debt of Subsidiaries,
provided  that the sum of clauses  (a) and (b) hereof  does not exceed an amount
equal  to  15%  of  Consolidated Tangible  Net  Worth  of  the  Company and  its
Subsidiaries.

          11.53 Person.     "Person"  shall  mean  a  corporation,  association,
partnership,   trust,  joint   venture,   organization,  business,   individual,
government (or political subdivision thereof) or governmental agency.

          11.54 Plan.  "Plan"  shall mean an "employee pension  benefit plan" as
defined in Section 3 of ERISA.

          11.55 Potential Event of Default.  "Potential Event of  Default" shall
mean a  condition or event which, with  notice or the passage of  time, or both,
would constitute an Event of Default.

          11.56 Private  Placement Memorandum.   "Private  Placement Memorandum"
shall mean the  Confidential Private Placement Memorandum dated as of June, 1994
prepared by Bear,  Stearns & Co. Inc. regarding $25,000,000  of Senior Unsecured
Notes due in 2001, and provided to the Purchasers to induce them to purchase the
Notes.

          11.57  Property.   "Property" shall mean  any interest in any  kind of
property or asset, whether real, personal or mixed, or tangible or intangible.

          11.58 Purchasers.  "Purchasers" shall mean the institutional investors
who purchase the Notes and who are set forth on Schedule I.

          11.59 Rating  Agencies.  "Rating  Agencies" shall mean  Duff & Phelps,
Inc., Moody's Investors Services and Standard & Poor's Corporation.

          11.60 Related Person.  "Related Person"  shall mean any corporation or
trade or  business that is a member of the same controlled group of corporations
(within the meaning of Section  414(b) of the Code) as  the Company or is  under
common control  (within the  meaning of  Section 414(c)  of the  Code) with  the
Company or is a  member of any affiliated  service group (within the meaning  of
Section 414(m) of the Code) which  includes the Company or is otherwise  treated
as part  of the controlled group which includes  the Company (within the meaning
of Section 414(o) of the Code).

          11.61 Release.  "Release"  or "Released" shall mean, at  any time, any
"release" of Hazardous Materials as defined in  101(22) of CERCLA or applicable 

                                      -45-

<PAGE>

sections  of any of  the Environmental Laws  at such time  and any terms similar
thereto as used in any Environmental Laws at such time.

          11.62 Restricted Payments.  "Restricted Payments" shall mean dividends
(including, without  limitation, dividends payable  in cash  and other  non-cash
distributions and  all  accrued cumulative  dividends  on preferred  stock,  but
excluding  dividends payable  in stock  of  the Person);  stock redemptions  and
repurchases;  or payments  with respect  to warrants,  options, rights  or puts;
other  cash  distributions  in  respect of  the  capital  stock  of the  Person,
excluding  dividends,  stock  redemptions  and repurchases,  warrants,  options,
rights and  puts; other cash distributions  in respect of capital  stock between
the  Person and  its  Subsidiaries  or between  Subsidiaries;  and any  optional
prepayments of the subordinated debt of the Person or its Subsidiaries.

          11.63 SEC.  "SEC" shall mean the Securities and Exchange Commission.

          11.64 Subsidiary.   "Subsidiary"  shall  mean as  to  any Person,  any
entity in which such Person and/or one  or more Subsidiaries of such Person owns
or controls a  majority of the  outstanding voting securities  of the entity  or
such securities which has power to elect a majority of the board of directors.

          11.65 Significant Subsidiary.   "Significant Subsidiary" shall  mean a
Subsidiary which meets the conditions of a "significant subsidiary" set forth in
Regulation S-X promulgated by the SEC at 17 CFR   210.1-02.

          11.66 Taxes.   "Taxes"  shall mean  all taxes,  assessments and  other
governmental  fees, charges, claims  and levies, including,  without limitation,
any such  amounts based on  revenue, income, gross receipts,  purchases, leases,
licenses,  sales,  use,  business,   franchises,  shares,  operations,  business
occupation,  capital surplus,  earnings,  distributions, dividends,  properties,
assets,  wages,  employment  or  services,     and  further  including,  without
limitation, any penalties or interest thereon.

          11.67 '34  Act.  "'34  Act" shall mean the  Securities Exchange Act of
1934, as amended from time to time.

          11.68 '33 Act.   "'33 Act" shall mean  the Securities Act of  1933, as
amended from time to time.

          11.69 Total Capitalization.   "Total Capitalization" shall  mean Total
Debt plus Consolidated Tangible Net Worth.

          11.70 Total Debt.  "Total Debt" shall mean all Debt of a Person except
Debt to such Person from, or from such Person to, its wholly-owned Subsidiary.

                                      -46-

<PAGE>

          11.71 Voting Stock.   "Voting Stock"  shall mean capital stock  of any
class or classes of  a corporation having power under ordinary  circumstances to
vote for the election of members of the board of  directors of such corporation,
or persons performing  similar functions (irrespective of whether  or not at the
time stock  of any  of the  class or classes  shall have  or might  have special
voting power or rights by reason of the happening of any contingency).

          11.72 Weighted Average  Life to Maturity.   "Weighted Average  Life to
Maturity"  shall mean as  applied to any Debt  at any date,  the number of years
obtained by dividing (a) the then outstanding principal amount of such Debt into
(b) the total  of the products  obtained by multiplying  (i) the amount of  each
then  remaining installment,  sinking fund,  serial maturity  or other  required
payment, including payment  at final maturity, in  respect thereof, by (ii)  the
number  of years  (calculated  to  the nearest  one-twelfth)  which will  elapse
between such date and the date on which such payment is to be made.

          Section 12. Miscellaneous.

          12.1  Entire Agreement.  This Agreement is the complete and  exclusive
statement  of the  understanding between  the parties  and supersedes  all prior
offers, proposals, understandings  and agreements, oral or  written, between the
parties relating to the subject matter hereof.

          12.2  Amendments, Changes and  Modifications.  This Agreement  may not
be  effectively amended,  changed, modified  or altered,  except in  writing and
thereupon  executed  by  the Company  and  the  number of  holders  of  all then
outstanding Notes required for approvals under Section 12.9.

          12.3  Applicable  Law;  Submission  to Jurisdiction.    This Agreement
shall  be  governed  by and  construed  pursuant to  the  laws of  the  State of
Missouri.  Any legal action or proceeding  with respect to this Agreement or any
other Operative  Document may be brought in the courts  of the State of Missouri
or of  the  United States  of  America for  the  Eastern District  of  Missouri,
Northern Division and, by execution and  delivery of this Agreement, the Company
and each  Guarantor hereby accepts  for itself and  in respect of  its property,
generally and  unconditionally, the jurisdiction  of the aforesaid courts.   The
Company and each Guarantor irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of  copies thereof  by registered  or certified  mail, postage  prepaid,  to the
Company or the Guarantor at its address  specified in Section 12.4, such service
to become effective 30 days  after such mailing.  The Company and each Guarantor
hereby  irrevocably  waives  trial  by   jury,  any  objection  based  on  forum
nonconvenience, and  any objection to  venue of any action  instituted hereunder
and consents to the granting of such legal or equitable relief as is deemed 

                                      -47-

<PAGE>

appropriate  by  the  court.   Nothing  herein  shall affect  the  right  of any
Noteholder to serve  process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed  against the Company or any Guarantor  in
any other jurisdiction.

          12.4  Notices.  All communications under the Operative Documents shall
be in writing and addressed to the parties as follows:

          To the Company:

          A.P. GREEN INDUSTRIES, INC.
          Green Boulevard
          Mexico, Missouri  65265
          Attention: Chief Financial Officer
          with a copy to Michael Cooney, Esq. at such address

          To the Guarantors:

          Addressed to  such Guarantors,  in care  of the  Company at  the above
          address

          To the Noteholders:

          At the address shown for each Noteholder on Schedule I

or such other address as the parties may specify in writing from time to time.

Notices shall be deemed  given or made when served personally  or when deposited
in  the  United States  mail  (registered  or certified)  or  with a  nationally
recognized express courier  properly addressed with postage  or delivery charges
prepaid or   when transmitted by  telex or telegraphic means  or by telecopy  or
facsimile transmissions, answer back confirmed.

          12.5  Captions.  The  captions and headings  are for convenience  only
and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.

          12.6  Counterparts.    This  Agreement  may  be  executed  in  several
counterparts and  such counterparts together  shall constitute one and  the same
instrument.

          12.7  Assignment.   Whenever  in this  Agreement  any of  the  parties
hereto is referred to, such reference shall  be deemed to include the successors
and assigns of such party,  and all covenants, promises and agreements  by or on
behalf of the Company or any Subsidiaries which are contained in  this Agreement
shall  bind and  inure  to the  benefit  of the  successors and  assigns  of the
Noteholders.   Notwithstanding the foregoing,  the Company shall not  assign its
rights or delegate its duties under this Agreement, except in connection with a 

                                      -48-

<PAGE>

merger  or consolidation  permitted by  Section 7.2,  without the  prior written
consent of each of the Noteholders.

          12.8  Survival of Representations and Warranties.  All representations
and warranties made  herein, and in the certificates  delivered pursuant hereto,
shall survive the execution and  delivery to the Noteholders of this  Agreement,
any inspection, investigation or audit made by or on behalf of  the Noteholders,
the purchase of the Notes, and the disposition of the proceeds thereof, and such
representations and warranties shall continue in  full force and effect so  long
as any Note is  outstanding and unpaid or the Company has  not satisfied in full
its Obligations to the Noteholders.

          12.9  Consents; Noteholder  Action.    Except  as  otherwise  provided
herein, all actions, consents, waivers and approvals by the Noteholders shall be
deemed  taken or given and amendments hereto deemed  agreed to if the holders of
more  than  51%  or more  in  principal  amount of  the  outstanding  Notes have
indicated their assent.   Any concessions made by the Company  to any Noteholder
shall be offered to and for the benefit of all Noteholders.  Notwithstanding the
foregoing,  any  amendment  to or  waiver  of  the payment  terms  of  the Notes
(including, without  limitation, any  amendment or  waiver respecting  maturity,
principal amount, interest rate, Make-Whole Premium, or timing of payment of any
of  the  foregoing, regardless  of  whether  related  to mandatory  or  optional
payments)  or any  amendment  or  waiver to  the  percentage voting  requirement
contained herein  shall require  the unanimous approval  of the  holders of  all
Notes.    For purposes  of  this  Agreement,  Notes  held by  the  Company,  its
Subsidiaries, or their Affiliates shall not be considered in determining whether
any percentage voting requirement has been satisfied.

          12.10 Reproduction  of  Documents.    This  Agreement,  the  Operative
Documents,  and all documents, instruments, agreements and certificates relating
thereto,  including,  without  limitation  all   consents,  waivers,  approvals,
amendments and notices  which may hereafter be executed or  given, all documents
delivered  at Closing  (excluding  the  Notes)  and  all  documents,  materials,
certificates and reports previously or  hereafter provided to the Noteholders by
the Company (including,  without limitation,  the Financial  Statements and  the
Private   Placement  Memorandum)  may  be  reproduced   by  the  Noteholders  by
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and the original of any such reproduction may be destroyed.  The
Company hereby stipulates and agrees that, to the extent permitted by applicable
law, any  such reproduction  shall  be admissible  in evidence  as the  original
itself  in any judicial or administrative proceeding whether or not the original
is in existence  and whether or  not such reproduction  was made in the  regular
course of  business and  any enlargement, facsimile  or further  reproduction of
such reproduction shall likewise be admissible in evidence.

                                      -49-

<PAGE>

          12.11 No  Third Party  Beneficiaries.    Nothing  in  this  Agreement,
express  or implied, is intended to confer  on any person other than the parties
hereto  or  their  respective  successors and  assigns,  any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
July 29, 1994.


          COMPANY:            A.P. GREEN INDUSTRIES, INC.


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer


          GUARANTORS:         APG LIME CORP.


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer


                              A.P. GREEN REFRACTORIES (CANADA), LTD.)


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer



                              A.P. GREEN REFRACTORIES LIMITED (UNITED KINGDOM)


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Director


                              DETRICK REFRACTORY FIBERS, INC.


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

                                      -50-

<PAGE>

                              GENERAL ACQUISITION CORPORATION


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer


                              1086215 ONTARIO Inc.


                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer


          NOTEHOLDERS:        CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                              By CIGNA Investments, Inc.


                              By:    /s/ Stephen L. Roberts
                              Name:  Stephen L. Roberts
                              Title: Vice President


                              CONNECTICUT  GENERAL  LIFE INSURANCE  COMPANY,  on
                              behalf of one or more separate accounts
                              By CIGNA Investments, Inc.


                              By:    /s/ Stephen L. Roberts
                              Name:  Stephen L. Roberts
                              Title: Vice President


                              THE FRANKLIN LIFE INSURANCE COMPANY


                              By:    /s/ Daniel C. Leimbach
                              Name:  Daniel C. Leimbach
                              Title: Vice President

                              By:    /s/ Eliz E. Arthur
                              Name:  Elizabeth E. Arthur
                              Title: Assistant Secretary

                                      -51-

<PAGE>

                              PHYSICIANS LIFE INSURANCE COMPANY


                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager


                              GUARANTEE TRUST LIFE INSURANCE COMPANY


                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager


                              HOMESTEADERS LIFE COMPANY


                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager


                              WORLD INSURANCE COMPANY


                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager

                                      -52-
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 329416}]
{"company-data": {"conformed-name": "GREEN A P INDUSTRIES INC", "cik": "0000826619", "assigned-sic": "3250", "irs-number": "430899374", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16452", "film-number": "94544480"}, "business-address": {"street1": "GREEN BLVD", "city": "MEXICO", "state": "MO", "zip": "65265", "phone": "3144733626"}, "former-company": {"former-conformed-name": "A P GREEN INDUSTRIES INC", "date-changed": "19900619"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                 _______________

                                    FORM 8-K

                                 CURRENT REPORT

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

                                 _______________

Date of Report (Date of earliest event reported) August 1, 1994

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

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

   Green Boulevard, Mexico, Missouri                                    65265   
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (314) 473-3626

                                   Page 1 of 3
Item 2.   Acquisition or Disposition of Assets.

          Effective  August 1,  1994 (the  "Closing"),  the Registrant  acquired
substantially all  of the  assets and  assumed most  of the  liabilities of  the
refractory  operations  of  General  Refractories  Company  and  its  affiliated
companies (collectively  referred to as  "General").   These operations  include
nine plants in the United States, a plant near Toronto, Canada and a 49%  equity
interest in two Colombian refractories companies.

          In  addition  to   the  assumption  of  designated   liabilities,  the
Registrant paid General at Closing the $23,450,000  purchase price in cash.  The
purchase price had  been agreed upon by  the Registrant and General  after arm's
length negotiations.    The  purchase  price  was funded  by  the  borrowing  of
$25,000,000 from a  group of institutional lenders on July 29,  1994.  The notes
are unsecured  and have a  fixed interest rate  of 8.55%  per annum, with  semi-
annual  interest  payments  commencing  January  29,  1995.    Annual  principal
repayments  will  commence  July  29,  1996 and  continue,  in  accordance  with
amortization schedules attached to each note, through July 29, 2001.

          The acquisition  adds General's  basic and  silica refractory  product
lines  to   the  Registrant's  existing  refractory  products  and  expands  the
Registrant's sales  opportunities in  the steel,  non-ferrous and  international
markets.  The  Registrant intends to continue to  manufacture General's existing
products.

Item 7.   Financial Statements and Exhibits.

          (a)  Financial  Statements.  No  financial statements of  the acquired
business  of General  have been  provided as  the U.S. refractory  operations of
General have not been combined for financial reporting purposes for at least the
three most recently completed fiscal years and are not capable of  being audited
for the  most recently completed  fiscal year.   The  Registrant has  determined
after analyzing the financial books and records of the refractory operations  of
General that  there could be no  assurance that such  financial statements would
accurately reflect the financial condition, results of operations, cash flows or
changes in stockholder's equity for General's refractory operations.

          (b)  Pro Forma Financial  Information.  The Registrant  has determined
that it cannot  present accurate pro forma financial  information reflecting the
acquisition of General's refractory operations for the same reasons as set forth
in Item 7(a) hereof.

          (c)  Exhibits.  The following exhibits have been filed as part of this
report:

          2.1  Asset  Acquisition Agreement  dated July  11,  1994 by  and among
General Refractories  Company and certain  of its affiliates and  the Registrant
and certain of its affiliates.

          10.1 Note Purchase  Agreement dated July  28, 1994 by and  between the
Registrant and certain of its subsidiaries and the purchasers of the Notes.

                                       -2-
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.

                                   A. P. Green Industries, Inc.
                                           Registrant

                                   By    /s/ Gary L. Roberts
                                             Gary L. Roberts

                                   Vice President, Chief Financial
                                     Officer and Treasurer

Date:  August 12, 1994

                                       -3-
Exhibit 2.1

                           ASSET ACQUISITION AGREEMENT

          THIS ASSET ACQUISITION AGREEMENT  (this "Agreement"), made as of  this
11th day of July, 1994, by and among GENERAL ACQUISITION CORPORATION, a Delaware
corporation  ("U.S.  Buyer"),  1086215  ONTARIO  INC.,  an  Ontario  corporation
("Canadian Buyer" and, collectively with  the U.S. Buyer, the "Buyers"), GENERAL
REFRACTORIES  COMPANY, a Pennsylvania  corporation ("GRC"), GENERAL REFRACTORIES
COMPANY OF OHIO, an Ohio corporation ("GRC-Ohio"),   GENERAL REFRACTORIES CO. OF
CANADA  LTD., a Canadian corporation ("GRC-Canada"), MAPLETON DEVELOPMENT, INC.,
an Ohio   corporation  ("Mapleton"), GRE HOLDING,  INC., a  Delaware corporation
("GRE  Holding"), and DYNAMIC  PRODUCTS CORPORATION, a  Pennsylvania corporation
("Dynamic")  (GRC, GRC-Ohio,  Mapleton, GRE  Holding and  Dynamic are  sometimes
herein referred to  individually as a  "U.S. Seller"  and collectively as  "U.S.
Sellers" and, collectively with GRC-Canada, the "Sellers," and individually  the
"Seller").

                                    RECITALS

          WHEREAS, each  of the Sellers  owns assets or operates  a refractories
business (collectively, hereinafter referred to as the "Business"); and

          WHEREAS, Sellers desire  to sell, assign, convey and  transfer to U.S.
Buyer and Canadian Buyer,  and U.S. Buyer and Canadian Buyer  desire to acquire,
certain assets relating  to the Business pursuant to the terms and conditions of
this Agreement including certain stock holdings owned by GRE  Holding in Empresa
de  Refractarios Colombianos S.A.  ("Empresa") and Materiales  Industriales S.A.
("Materiales" and collectively, the "Colombian Corporations"); and

          WHEREAS,  each of  the parties  hereto  desires to  set forth  certain
representations,  warranties,   covenants  and  indemnity  obligations,  and  to
establish certain  closing conditions, made to induce  the others to execute and
deliver this Agreement and to consummate the transactions contemplated hereby;

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

                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

          1.1  Description of Assets.  At  the Closing on  the Closing Date  (as
each term is defined  in Article 5 hereof), subject to  the terms and conditions
set forth in this Agreement, (i) each  of U.S. Sellers shall sell to U.S. Buyer,
and U.S. Buyer shall purchase from each of U.S. Sellers, and (ii) GRC-Canada 

                                       -1-
shall sell to Canadian Buyer, and Canadian Buyer shall purchase from GRC-Canada,
all of the  following categories of assets and  properties of such Seller  as of
the Closing Date, free and clear of all liens, mortgages, security interests and
encumbrances  except Permitted Encumbrances (as hereinafter defined), whether or
not reflected on  the books and records of such Seller, unless excluded pursuant
to Section 1.2 below (collectively, the "Assets" and, with respect to the Assets
to be purchased by U.S. Buyer, the "U.S. Assets" and, with respect to the Assets
to be purchased by Canadian Buyer, the "Canadian Assets"):

               (a)  All inventory  of raw  materials, work-in-process,  finished
goods,  manufacturing supplies,  and  packaging  supplies  related  to  Sellers'
respective Businesses;

               (b)  All  notes receivable and  trade accounts receivable related
to Sellers' respective Businesses (it being understood that amounts due from any
related  party of a Seller shall be eliminated  by Sellers as of or prior to the
Closing Date except for any intercompany balance between GRC  and GRC-Canada and
the payable to RGP Holding, Inc. described in Section 1.3 of this Agreement);

               (c)  All  prepaid expenses,  deposits and  rights  to credits  or
refunds related  to  Sellers'  respective  Businesses  (other  than  income  tax
refunds,  prepaid taxes  and prepaid  insurance  under policies  not assumed  by
Buyers);
               (d)  All real  property and  improvements owned  by Sellers,  all
fixtures, machinery, equipment and conduits providing fire protection, security,
heat, exhaust, ventilation, air conditioning, electricity, light, plumbing, gas,
sewer and  water at each of the locations of such real property; all privileges,
rights, easements, hereditaments  and appurtenances to  such real property;  and
all of  Sellers' right,  title and interest  in and  to any streets,  alleys and
passages benefiting  or appurtenant  to such  real property,  including, without
limitation, with  respect to  U.S. Sellers, the  real property  and improvements
located at the addresses set forth on Schedule 1.1(d)(i) annexed hereto, and the
real property in  Middletown, Pennsylvania (the "Middletown Property"),  that is
currently owned by Dynamic and leased to GRC (but the ownership of which will be
transferred to U.S.  Buyer at Closing) and, with respect to GRC-Canada, the real
property  and  improvements located  at  the  addresses  set forth  on  Schedule
1.1(d)(ii)  annexed   hereto  (collectively,  the  "Real  Property");  provided,
however, that  at the  Closing, U.S.  Buyer will  lease to  GRC or its  designee
(which shall  be affiliated with GRC at the  Closing Date and thereafter through
the  term  of the  lease)  on a  rent-free  basis:   (i)   with  respect  to the
Middletown Property,  and for  so long as  U.S. Buyer or  any of  its affiliates
utilizes such property, 15,000  square feet of contiguous and enclosed space and
one office,  such space to be  used for the  storage of minerals,  machinery and
equipment and as an office; (ii) with respect to  the office building located in
Pittsburgh, Pennsylvania, one  office for the  use of GRC  for a period  of five
years  from  and after  Closing; and  (iii)  with respect  to the  Real Property
located in or  near Troup, Texas, 5,000  square feet of contiguous  and enclosed
space and one  office, such space to be  used for the storage of  minerals.  Any
services performed by U.S.  Buyer or any of its affiliates at the request of and
for GRC  or its affiliates  in connection with  the use of  the foregoing leased
premises by GRC or its affiliates (for example, forklift use, in/out movement of
pallets, etc.) shall be billed to GRC or its affiliated designee at competitive 

                                       -2-
rates.  GRC or its affiliated designee shall not in any way  interfere with U.S.
Buyer's use of the  remainder of the premises, and Buyers  shall permit full and
free access and use  of such leased premises by GRC and its  affiliates.  GRC or
its affiliated designee understand that U.S. Buyer and its affiliates may vacate
the premises at Troup, Texas  at any time, at which time  such rent-free tenancy
shall terminate;

               (e)  Subject  to any required consents, Sellers' right, title and
interest in  and to all  leases of real  property used or  usable by Sellers  in
their respective Businesses including, without limitation,  with respect to U.S.
Sellers, the  leases of  real property described  on Schedule  1.1(e)(i) annexed
hereto and with respect to GRC-Canada, the leases of real property  described in
Schedule 1.1(e)(ii) annexed  hereto, together with all deposits relating thereto
(collectively, the "Real Property Leases");

               (f)  All  plant,  property  and  equipment  and   other  tangible
personal  property used  or usable  by Sellers  in their  respective Businesses,
including leasehold  improvements, furniture, furnishings,  machinery, vehicles,
kilns,  storage containers, tools,  manufacturing supplies and  office supplies,
and all related spare parts  and warranty rights relating thereto (collectively,
"Fixed Assets"); 

               (g)  Subject  to any required consents, Sellers' right, title and
interest  in and  to  all  leases of  machinery,  equipment,  vehicles or  other
tangible  personal  property used  or  usable  by  Sellers in  their  respective
Businesses including,  without limitation,  with respect  to  U.S. Sellers,  the
leases described on Schedule 1.1(g)(i) annexed hereto, and, with respect to GRC-
Canada, the leases described in  Schedule 1.1(g)(ii), together with all deposits
relating thereto (collectively, the "Personal Property Leases");

               (h)  Subject  to any required consents, Sellers' right, title and
interest in  and to  all  written bids,  sales orders,  sales contracts,  supply
contracts and  other contract rights  of Sellers related to  Sellers' respective
Businesses  except for  any contract  rights as  are specifically  identified as
excluded on Schedule 1.1(h) and  Schedule 13.22(a) annexed hereto (collectively,
the "Contract Rights");

               (i)  Sellers'  right, title  and interest  in and to  all service
marks,   trademarks,  trade   names,   logos,   patents,   copyrights,   license
arrangements, discoveries and other  know-how as more specifically  described in
Schedule  1.1(i) annexed hereto (collectively, "Intellectual Property"), and all
applications therefor, used  or usable in Sellers' respective  Businesses in the
United States or in Canada, whether or not registered; 

               (j)  All  designs,  models,  prototypes,  plans,  specifications,
drawings  and everything  related thereto;    all of  Sellers' sales  materials,
catalogs and advertising materials; all records and files pertaining to Sellers'
customers  and suppliers,  including without  limitation  customer and  supplier
lists, mailing  lists, sales  records, correspondence  with customers,  customer
files and  account histories, and  records of purchases from  and correspondence
with suppliers;  and all business  records, financial records (other  than those
relating  to  income taxes  and  corporate and  confidential  records), computer
software  and other books  and records,  all as  related to  Sellers' respective
Business; and

                                       -3-
(k)  All of the shares of capital stock of Empresa and Materiales
owned beneficially or of record by Sellers, such shares being  all of the shares
owned  beneficially  or  of record  by  Sellers  and  constituting  49%  of  the
outstanding shares of  capital stock of Empresa and  of Materiales, respectively
as of the  date of this  Agreement, such shares to  be sold to and  purchased by
U.S. Buyer. 

          1.2  Excluded Assets.  Notwithstanding the  provisions of Section 1.1,
Buyers shall not be entitled to purchase, nor shall Sellers be required to sell,
any of the following assets (collectively, the "Excluded Assets"):

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

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

               (c)  Any  and all of  Sellers' insurance policies,  including all
rights to coverage, all proceeds and all prepaid insurance under such  policies,
except as set forth in Section 2.1(c) and Section 12.2(c) of this Agreement with
respect to proceeds  and except  to the extent  that insurance proceeds  arising
from and specifically related to Assumed Liabilities (as such term is defined in
Section 2.1 of this Agreement),  other than Environmental Matters (as that  term
is defined in Section 3.12(d) hereof) that have been accrued  or provided for in
the April Balance Sheet (as that term is defined in Section 1.3  hereof) or that
are  disclosed  in the  environmental  audits  obtained by  Buyers  or that  are
otherwise  disclosed to or  known by Buyers  on or before  the Closing Date (the
"Known   Environmental  Matters"),  that   are  covered  by   Sellers'  workers'
compensation, general liability and automobile insurance policies, shall be paid
by  Sellers  to Buyers  immediately  upon  receipt  of such  proceeds  less  any
copayments,  deductibles,  administrative and  outside legal  costs, retentions,
loss limits, residual  market loads, related taxes, state  assessments and other
payments to third parties incurred by Sellers in connection therewith;

               (d)  Any right  and interest of  any Seller in the  name "Grefco,
Inc." and Sellers' respective corporate names, provided that Sellers (except GRE
Holding and Dynamic)  will grant to each  of the Buyers an  exclusive, perpetual
license to use their corporate names  for commercial purposes, and Sellers' will
retain  their corporate  names solely  for  corporate purposes  pursuant to  the
License Agreement in the form annexed hereto as Schedule 1.2(d);

               (e)  The land, buildings,  improvements, additions, appurtenances
and systems located at  225 City Line Avenue, Bala Cynwyd,  Pennsylvania and all
right,  title and  interest  of any  Seller  in and  to  any leases,  subleases,
deposits, pre-paid expenses and contracts relating thereto;

                                       -4-
(f)  The  computer hardware and software necessary for Sellers to
conduct their nonrefractories business and described  on Schedule 1.2(f) annexed
hereto;

               (g)  The  corporate  minute  books,  stock records  and  transfer
ledger and corporate  seal of each Seller and other books, records and documents
relating to the corporate organization of each Seller or to the  Excluded Assets
or Retained  Liabilities of  each Seller  (as such  term is  defined in  Section
2.1(b) of this Agreement);

               (h)  Those  assets of  Sellers (if  any)  which are  specifically
identified on Schedule  1.2(h).  Sellers shall  be entitled to retain  copies of
all documents, records and contracts which are part of the Assets sold to Buyer;

               (i)  The   receivable  from  McLouth   Steel,  as  well   as  all
receivables  which have  been  fully reserved  for or  fully  written off,  such
receivables being set  forth on Schedule 1.2(i)  annexed hereto as of  April 30,
1994; and

               (j)  All  fully  reserved  or  written  off  debits  to  accounts
payable, such payables being set forth  on Schedule 1.2(j) annexed hereto as  of
April 30, 1994.

          1.3  Purchase  Price; Additional Payments  at Closing.   The aggregate
consideration to  be paid  by Buyers to  Sellers for  the Assets  (the "Purchase
Price") shall  be U.S. $23,450,000  to be paid  at Closing  by wire transfer  of
immediately available funds.  The exact allocation of the Purchase Price between
the U.S.  Assets and the Canadian  Assets shall be determined in  the manner set
forth in Section 1.4 to this Agreement.  U.S. Buyer shall pay the portion of the
Purchase Price  allocated to the  U.S. Assets and  Canadian Buyer shall  pay the
portion of the  Purchase Price allocated to  the Canadian Assets.   In addition,
Buyers agree to reimburse Sellers at Closing in U.S. dollars by wire transfer of
immediately available funds  for the full amount of the payments made by Sellers
prior to  Closing for the  purchase of the raw  materials set forth  on Schedule
1.3(a) annexed hereto.  The $3,315,103 accrued  on the combined balance sheet of
U.S. Sellers as of April 30, 1994,  which balance sheet along with the April 30,
1994 balance sheet of  GRC-Canada are annexed hereto  as Schedule 1.3(aa)  (such
balance  sheets  are collectively  referred  to  herein  as the  "April  Balance
Sheet"), as  due to RGP  Holding, Inc. shall  be payable  by Buyers as  follows:
$1,900,000 on October 1, 1994 and the balance on January 3, 1995. 

          1.4  Purchase Price Allocation.  Buyers and Sellers agree to use their
best efforts to agree to allocate the Purchase Price between and among  the U.S.
Assets and the Canadian Assets prior to Closing.  No  Buyer or Seller shall take
a position in any Return (as defined in Section 3.3(a)), or examination or other
administrative  or  judicial   proceeding  relating  to  any   Return,  that  is
inconsistent with such allocation as may be agreed to by Buyers and Sellers.

                                       -5-
ARTICLE 2

                        ASSUMPTION OF CERTAIN LIABILITIES

          2.1  Assumed Liabilities.

               (a)  At  the   Closing,  and  except  as  otherwise  specifically
provided in Section 2.1(b) hereof, (i) U.S. Buyer shall assume and agree to pay,
discharge or  perform, as  applicable, all liabilities  and obligations  of U.S.
Sellers in  respect  of the  U.S.  Assets  and the  Business,  whether  accrued,
absolute, contingent or otherwise and (ii) Canadian Buyer shall assume and agree
to  pay, discharge or perform, as applicable, all liabilities and obligations of
GRC-Canada in respect  of the Canadian Assets and the Business, whether accrued,
absolute, contingent or otherwise (the  "Assumed Liabilities").  With respect to
all Assumed  Liabilities that  are covered  by  Sellers' workers'  compensation,
general liability and  automobile insurance policies as  contemplated by Section
1.2(c) hereof, Buyers shall assume and be  solely responsible for payment of all
costs and expenses associated with the handling of claims thereunder, including,
without limitation, costs  of adjusters, legal fees, administrative  costs, loss
handling charges and related taxes.

               (b)  Notwithstanding  the provisions  of  Section 2.1(a),  Buyers
shall not assume  or incur any liability  or obligation under Section  2.1(a) or
otherwise in  respect of  any of  the liabilities  or  obligations described  in
clauses (1) - (6) below,  and Sellers shall retain and  do hereby agree to  pay,
discharge  or   perform  such   liabilities  and   obligations  (the   "Retained
Liabilities");  provided,  however,  that  U.S.  Buyer  shall  assume all  those
liabilities and obligations of U.S. Sellers and Canadian Buyer shall assume  all
those liabilities and obligations of  GRC-Canada, described below in clauses (4)
through (6)  which have been accrued or provided for in the April Balance Sheet,
including,  without limitation, any liabilities for Known Environmental Matters,
but excluding  those liabilities for  Known Environmental Matters for  fines and
penalties, if any, assessed against Sellers for actions or inactions  of Sellers
prior to Closing by federal, state, provincial or local governmental authorities
unless  such fines  or penalties  result from  Buyers' failure to  take remedial
action with respect to such Known Environmental Matters within a reasonable time
after Closing ("Known Environmental Matters Fines and Penalties"):

               (1)  any  asbestos claims or asbestos liabilities relating to the
     production, sale or use of products manufactured, sold, used or distributed
     by Sellers prior to the Closing ("Asbestos Claims");

               (2)  any federal,  state,  foreign, provincial  or  local  income
     taxes of  Sellers, or taxes payable  by Sellers in connection  with or as a
     result of closing the transactions under this Agreement;

               (3)  any  liabilities relating to:  (A) Environmental Matters (as
     that  term  is  defined  in Section  3.12(d)  hereof)  that  are  not Known
     Environmental   Matters  or  (B)  Known  Environmental  Matters  Fines  and
     Penalties;

                                       -6-
(4)  any liabilities or  rights of Sellers under or pertaining to
     any lawsuits in which any Seller is a party;

               (5)  any  liabilities of Sellers relating to the Excluded Assets;
     and

               (6)  the  liabilities  and   obligations  of  Sellers,  if   any,
     identified on Schedule 2.1(b) annexed hereto.

               (c)  Buyers  agree to indemnify, defend and hold harmless Sellers
from and against  any and all  claims, liabilities, damages, suits,  actions and
causes of action of whatsoever nature or character (the "Claims" herein) arising
out of, connected  with, or in any  way related to  all liabilities relating  to
Known Environmental  Matters other  than Known  Environmental Matters  Fines and
Penalties.   Sellers and Buyers have agreed to a reduction in the purchase price
of  $2,700,000 as  a  result of  these  Known  Environmental Matters.    Buyers'
indemnification to Sellers  set forth above is explicitly  limited to the extent
that Sellers  have insurance coverage  for any such Known  Environmental Matters
and that Sellers, in  their sole discretion, determine to use  such coverage for
these Known  Environmental Matters and  that Sellers actually  receive insurance
coverage and proceeds therefor.

               Sellers may, at their sole  discretion but without any obligation
to do so,  tender to one  or more  of their insurance  carriers Claims that  are
presented to Sellers by Buyers or by any other party or governmental agency, and
pursue, maintain or compromise any such claims for insurance coverage.  Once the
amount of insurance proceeds  paid to satisfy all or any part  of such Claims so
tendered  shall  aggregate  $1,000,000,  Sellers  must continue  to  tender  all
succeeding  Claims until  the aggregate  amount  of insurance  proceeds paid  to
satisfy all  or any part of such Claims equals  $3,700,000, at which time Buyers
will cease presenting any Claim or Claims  to Sellers and will indemnify, defend
and hold harmless Sellers from  any and all Claims  that were satisfied only  in
part or not at  all by payment of insurance proceeds.   Nothing herein contained
shall be  or be deemed to  be a representation  or warranty by Sellers  that any
Claims or  Claims so  tendered  will be  accepted for  coverage or  paid by  any
insurance carrier of Sellers.

               In  the event  Sellers determine  to  submit any  such claims  as
provided above, it is agreed that:

               1.   The first $2,700,000  of any net recoveries  received of any
                    insurance proceeds shall be paid to or  retained by Sellers;
                    and

               2.   For insurance  proceeds in excess  of $2,700,000 of  any net
                    recoveries received and  up to a total of  $3,700,000 of any
                    net recoveries received,  such proceeds will be  retained by
                    or be paid to Buyers.

                                       -7-
All  insurance proceeds that are received from Sellers' insurance
carriers pursuant to tenders made by Sellers as herein provided shall be applied
to pay,  or in  reimbursement of  payment  for, Claims  for Known  Environmental
Matters.

               All obligations or payments that  are incurred or made by Sellers
for, as a result of, or in  connection with the collection of insurance proceeds
as provided  herein, including, without  limitation, fees and costs  incurred in
pursuing  recovery  of  insurance  policy  proceeds,  deductibles,  self-insured
retentions,  retrospective   premiums  and  all   noncovered  or   uncollectible
underlying limits requirements  by reason  of insurer  insolvency or  otherwise,
shall be deducted from any recoveries.

               Buyers agree to provide Sellers  with notice of all amounts spent
with respect  to the  Known Environmental Matters,  as well as  all information,
data, access  to employees, and other  related matters necessary for  Sellers to
substantiate and prosecute any claims for insurance coverage.

               Nothing herein contained,  including, without limitation, Buyers'
obligation to indemnify, defend and  hold harmless Sellers with regard  to Known
Environmental Matters, shall be or deemed to be a waiver by Sellers of any right
to insurance coverage under and pursuant to any insurance policy for any and all
Claims that may be asserted against Sellers with  respect to Known Environmental
Matters.

                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each   Seller,  jointly  and  severally  with  each  other  Seller,  hereby
represents and warrants to Buyers as follows as of the date of this Agreement:

          3.1  Status of Seller.

               (a)  Corporate   Existence  and  Status.     Such  Seller   is  a
corporation  duly  incorporated,  organized, entitled  to  conduct  business and
validly  existing  in  good  standing  under the  laws  of  its  jurisdiction of
incorporation.

               (b)  Qualification.   Schedule 3.1(b) lists the  jurisdictions in
which such Seller is  qualified to do business as a  foreign or extra-provincial
corporation.   Such  jurisdictions consist  of all  jurisdictions in  which such
qualification is necessary to avoid a material adverse effect on the Business of
Sellers taken as a whole ("Material Adverse Effect").

               (c)  Corporate Power.  Such Seller has the corporate power to own
and  lease its  properties and  otherwise to conduct  its business  as currently
conducted.

                                       -8-
(d)  Ownership  Interests.    Except  as  reflected  in  Schedule
3.1(d), such Seller has no subsidiaries  or any equity securities of, investment
in or  loans or advances to any business enterprise  or person or any agreements
or commitments  for such (other  than trade terms  extended to customers  in the
ordinary  course of  business  and travel  advances  to employees),  and  is not
subject to any  arrangement that could be  treated as a partnership  for federal
income tax purposes to  the extent any of the foregoing  constitutes an Asset or
Assumed Liability.

               (e)  Status Under Investment Canada Act.   Each of the Sellers is
a "NAFTA investor" for purposes of the Investment Canada Act.

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

               (i)  Such Seller has the right, power and authority to enter
     into  this  Agreement and  each  other  agreement, instrument  or other
     document   required  to   be   executed   by   such  Seller   hereunder
     (collectively, the  "Other Agreements") and to  consummate the sale  of
     the Assets  owned by it and the other transactions contemplated by, and
     otherwise to  comply  with  and  perform its  obligations  under,  this
     Agreement and Other Agreements;

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

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

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

               (i)  constitute  a  violation  of,  be  in  conflict   with,
     constitute  a   default  or   require  any  payment  under,   permit  a
     termination of, require any consent under, or result in the creation 

                                       -9-
or imposition of any lien, encumbrance or other material  adverse claim
     or interest other than Permitted Encumbrances (as such term  is defined
     in Section  3.4(a) of  this  Agreement) upon  any of  the Assets  under
     (A) any   material  contract,  agreement,  commitment,  undertaking  or
     understanding  to which such Seller is a party or to which it or any of
     the Assets are subject  or bound, (B) any judgment, decree or order  of
     any governmental  or regulatory authority to  which such Seller or  any
     of the  Assets are subject or bound, (C) any applicable material law or
     regulation,  or (D) any  governing or  applicable  material agreements,
     instruments or  other  documents (including  articles of  incorporation
     and bylaws (as amended)); or

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

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

          3.2  Financial Matters.

               (a)  Financial Statements.  The books and records of Sellers that
have been used to derive  the April Balance Sheet  are complete and accurate  in
all material respects.

               (b)  Absence  of Undisclosed Liabilities.  Except as disclosed in
the April Balance Sheet or arising  in the ordinary course of Seller's  Business
from May 1,  1994 through the Closing,  and except for Retained  Liabilities and
other liabilities disclosed elsewhere  in this Agreement or  otherwise disclosed
to  Buyers  prior  to  Closing,  there  are  no other  material  liabilities  or
obligations which are part of the Assumed Liabilities.

               (c)  Capital  Leases.  Schedule 3.2(c) lists (and designates) all
lease agreements or  other arrangements regarding the leasing of  assets to such
Seller  which are (or should be) recorded  on the April Balance Sheet as capital
leases.

               (d)  Absence  of  Certain Changes.   Except  as disclosed  in the
April Balance Sheet  or arising in the ordinary course of Seller's business from
May 1, 1994  through the Closing, there has not been any Material Adverse Effect
on the Business, the Assets or the Assumed Liabilities and, without limiting the
foregoing, there has not been:
               (i)  any  change  in  the  assets, operations,  liabilities,
     earnings, prospects, business or  condition (financial or otherwise) of
     such  Seller  which  has been  or  will  be,  individually  or  in  the
     aggregate  with other  changes,  materially  adverse  to the  Business,
     taken as a whole;

                                      -10-
(ii) any increase in the compensation payable by such Seller
     to any director, officer, employee or  agent of such Seller  other than
     routine increases  made in  the ordinary course of  business consistent
     with  past practice,  or  any  bonus,  incentive compensation,  service
     award or other like benefit, granted, made or accrued,  contingently or
     otherwise, to  or  to  the credit  of any  of  such director,  officer,
     employee  or  agent, or  any employee  welfare, pension,  retirement or
     similar payment or  arrangement made or agreed  to by such  Seller with
     respect to  any such director, officer,  employee or agent, other  than
     pursuant to the existing plans disclosed on Schedule 3.9(a);

               (iii)     any  addition to, or  modification of,  any profit
     sharing,  bonus, deferred  compensation, insurance, pension, retirement
     or other employee  benefit plan, arrangement  or practice  described on
     Schedule 3.9(a),  other than  accruals made  for  fiscal year  1994  in
     accordance with the normal  practices of such Seller and the  extension
     of coverage to employees who became eligible after May 1, 1994;

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

               (v)  any amendment, modification,  waiver or cancellation of
     any  debt owed  to, or  claim of,  such Seller,  or settlement  by such
     Seller of any dispute involving any payment or other obligation  due to
     or owed by such  Seller to be made or  performed after the Closing Date
     which constitutes an Asset or an Assumed Liability;

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

               (vii)     any   payment  of  any  obligation   or  liability
     (whether  absolute  or  contingent),  other  than  current  liabilities
     reflected in the April  Balance Sheet and  current liabilities incurred
     since April 30, 1994 in the ordinary course of such Seller's Business;

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

               (ix) any  incurrence of  any extraordinary  loss  or knowing
     waiver of any rights of substantial value by such Seller in connection

                                      -11-
with  an aspect of  its Business whether or  not in the ordinary course
     of such Seller's Business;
               (x)  any  cancellation,  termination  or  amendment by  such
     Seller  of   any  material  contract,   agreement,  license   or  other
     instrument to which  such Seller  is a party  or by which  it is  bound
     which constitutes an Asset or an Assumed Liability;

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

               (xii)     any failure on the part of  such Seller to operate
     its Business  in the  ordinary course  so as to  preserve its  Business
     organization intact  in all material  respects, including  the services
     of  its key  officers and  professional staff  and the  goodwill of its
     suppliers,  customers and  others having  business relations  with such
     Seller; or

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

               (e)  Value of Canadian Assets.  Neither the value of the Canadian
Assets  nor the annual gross revenues from sales  in or from Canada generated by
the Canadian Assets, each as set out in the audited financial statements of GRC-
Canada for the year  ended April 30, 1994, is  greater than Cdn $35 million  and
neither GRC-Canada nor  any affiliate thereof has  been a party to,  or affected
by, any transaction or event the consequences of which would be to increase such
value of the Canadian Assets or such annual gross revenues  to an amount greater
than Cdn $35 million.

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

               (a)  Definitions.  For purposes of this Agreement:

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

               (ii) The term  "ITA" means Income  Tax Act  (Canada), as  amended
     from time to time,  and the term "ETA" means Part  IX of the Excise Tax Act
     (Canada), as amended from time to time.

                                      -12-
(iii)     The term "Returns"  shall mean,  collectively, all
     reports, declarations, estimates,  returns, information statements, and
     similar documents relating to,  or required to be  filed in respect of,
     any  Taxes and  the  term  "Return"  means  any  one of  the  foregoing
     Returns.

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

               (b)  Returns Filed and Taxes Paid.  Except as otherwise set forth
in Schedule 3.3 annexed hereto,  (i) each Seller has duly filed or caused  to be
filed, on  or before  the due  date thereof  (determined without  regard to  any
extensions), with  the appropriate  taxing authorities, all  Returns that  it is
required to  file; (ii) each  such Return (including  any amendment  thereto) is
true,  correct, and complete  in all material respects;  (iii) all Taxes of such
Seller  due  with respect  to, or  shown  to be  due  on, each  such  Return (or
amendment) or subsequent assessment with  regard thereto, have been timely paid;
and (iv) there  is no  valid basis  for the  assessment of  any deficiency  with
regard to any such  Return.  No other Taxes of such Seller  are due with respect
to any taxable periods  or portions of periods  ending on or before  the Closing
Date.  There are  no liens, attachments, or similar  encumbrances on any of  the
Assets with respect to any Taxes, other than liens for Taxes of such Seller that
are not yet due and payable.  Except as set forth in Schedule  3.3, there are no
pending  or, to  the  knowledge of  Seller,  threatened audits,  investigations,
claims, proposals or assessments for or relating  to any Taxes, and there are no
matters under discussion with any governmental authorities with respect to Taxes
that could result in  any additional amount of Taxes.  No extension of a statute
of limitations relating to Taxes is in effect.

               (c)  Miscellaneous.   Except as  otherwise set forth  in Schedule
3.3, to the knowledge of Seller, none of the Assets (i) is property which is 

                                      -13-
required to  be treated as being owned  by any other person pursuant  to the so-
called "safe  harbor lease" provisions of former  section 168(f)(8) of the Code;
or (ii) directly  or indirectly secures  any debt the  interest on which  is tax
exempt under section 103(a) of the Code.  Unless otherwise set forth in Schedule
3.3 and except for GRC-Canada, Seller  is not a "foreign person" (as  the quoted
term is defined in section 1445(f)(3) of the Code).  To the knowledge of Seller,
the  transactions contemplated  by  this Agreement  are not  subject to  the tax
withholding provisions of Code section 3406 or of any other comparable provision
of law.

               (d)  GST Registration.   GRC-Canada is duly registered  under the
ETA, and its registration number under the ETA is R101981108.

               (e)  Residency Under ITA.   GRC-Canada is  not a non-resident  of
Canada for purposes of Section 116 of the ITA.

                                      -14-
3.4  Real and Personal Property.

               (a)  Real and Personal Property.  For purposes of this Agreement,
"Property" or "Properties" collectively refers to those real properties owned or
used by Seller and included with the Assets of such Seller.   Schedule 1.1(d)(i)
and (ii)  annexed hereto  lists all  of the  Properties.   On the Closing  Date:
(i) such Seller has good and marketable title to all of the Properties and Fixed
Assets owned by it; and  (ii) none of the Properties or Fixed Assets  is subject
to  any lien, claim or other  encumbrance whatsoever, except (A) liens for taxes
not  yet due  and payable, (B) liens  shown and  described in the  April Balance
Sheet,  and (C) (1) liens imposed by law  and incurred in the ordinary course of
business  for  obligations not  yet  due  and  payable to  landlords,  carriers,
warehousemen,  laborers, materialmen  and  the  like,  (2)  easements,  building
restrictions, rights  of  way, reservations  and  such similar  encumbrances  or
charges against real property as are of a nature generally existing with respect
to properties of a similar character and which do not in any material way affect
the use thereof in the Business of Sellers, and (3) liens,  claims, encumbrances
or other exceptions which are identified  on the title insurance policies issued
in accordance  with the procedures  set forth in  Section 7.3 of  this Agreement
(collectively, "Permitted Encumbrances").   To the knowledge of  Seller, no part
of the Properties is "tax-exempt use property" under Section 168(h) of the Code.

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

                                      -15-
(c)  Adequacy; Condition.  Except as set forth in Schedule 3.4(c)
annexed hereto and except as otherwise disclosed to Buyers prior to the Closing:
(i) such Seller has not received notice of  violation (which has not been cured)
of, and  to the  knowledge of  Seller, such  Seller is  in compliance  with, all
applicable material building, zoning, land  use or other similar statutes, laws,
ordinances, regulations, permits, health and safety codes or other  requirements
in respect  of any of the Properties or any of the properties subject to a Lease
(and  such  Seller's current  use  of  such  properties does  not  constitute  a
nonconforming   use);  and  (ii) there   are  no  outstanding   requirements  or
recommendations  by fire underwriters or rating  boards, any insurance companies
or holders of mortgages or other  security interests that have been communicated
to  Sellers  within the  current  year or  the  last three  full  calendar years
requiring or recommending  any repairs or work to be done  with reference to any
of the Properties or the properties subject to a Lease.

               (d)  All Necessary  Properties.   The Properties  and the  Leases
(together  with the  intangible  properties  disclosed, or  not  required to  be
disclosed, pursuant to  Sections 3.5 and 3.6  of this Agreement) of  such Seller
constitute all of the properties which  such Seller uses in connection with  the
operation of its Business as presently conducted.

               (e)  Accounts  Receivable.    The   net  accounts  receivable  as
reflected in the April  Balance Sheet are valid and have  arisen in the ordinary
course of  Seller's Business  and are  for goods  sold or  services rendered  by
Seller.

               (f)  Inventories.   The  inventories as  reflected  in the  April
Balance Sheet were acquired and have  been maintained in the ordinary course  of
Seller's Business.

          3.5  Intellectual  Property; Patents;  Trademarks, Trade  Names.   All
Intellectual   Property   and  all   contracts,   agreements,  commitments   and
understandings  relating  to the  use  or  license  of technology,  know-how  or
processes by such  Seller that are known to  Seller and included as  part of the
Assets (the  "Intellectual  Property Licenses")  are listed  in Schedule  1.1(i)
annexed hereto.  Except  as disclosed in Schedule 3.5: (a) such  Seller owns, or
has  the sole  and exclusive  right to  use, all Intellectual  Property, whether
under Intellectual Property Licenses or  otherwise, used in the ordinary conduct
of its business; (b) the  consummation of the sale  of the Assets and  the other
transactions contemplated  by this Agreement  will not alter or  impair any such
rights; and (c) no Intellectual Property owned, licensed or used by such Seller,
or Intellectual Property License of such Seller  is the subject of a lawsuit  or
any other proceeding, nor, within the three most recently completed fiscal years
of Sellers, has any party challenged or, to the knowledge of  Seller, threatened
to  challenge  such  Seller's  right   to  use  such  Intellectual  Property  or
Intellectual Property License or application for any of the foregoing; and there
is no basis for any such challenge.

          3.6  Loans and Contracts.

               (a)  Indebtedness.   Schedule 3.6(a) annexed  hereto sets  forth,
with respect to any of the following constituting an Asset or an Assumed 

                                      -16-
Liability, (i) a complete and accurate list or description of all instruments or
other  documents  ("Debt  Instruments")  relating  to  any  direct  or  indirect
indebtedness for borrowed money  of such Seller, as well as  indebtedness by way
of industrial development  bonds, capital  leases, lease-purchase  arrangements,
guarantees,  undertakings on  which  others  rely in  extending  credit and  all
conditional sales contracts,  chattel mortgages and other  security arrangements
with respect to personal property used  or owned by such Seller and (ii) a  list
of all  loans of  money to officers,  employees or  shareholders of  such Seller
(specifically excluding  travel and similar  advances in the ordinary  course of
such Seller's Business).

               (b)  Other  Contracts.   Schedule  3.6(b)  annexed  hereto,  with
respect to any of the following  constituting an Asset or an Assumed  Liability,
lists  each   contract,  agreement,  commitment,  arrangement,   undertaking  or
understanding of the type  listed below (except where the same does not call for
the  payment or receipt  by such Seller  of cash or other   property or services
having a value in excess of $10,000) to which such Seller is a party or bound or
to which it or its property is subject, whether written or oral ("Contract," but
such  list  and the  term  "Contract"  shall  not include  Leases,  Intellectual
Property Licenses,  Debt  Instruments, Insurance  Policies and  employee-related
matters of Sellers disclosed elsewhere in this Agreement):

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

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

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

               (iv) for matters not in the ordinary course of such Seller's
     Business;

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

               (vi) granting a power of attorney;

                                      -17-
(vii)     relating  to   participation  in   a  cooperative,
     partnership or joint venture;

               (viii)    imposing confidentiality requirements;

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

               (x)  involving   any  hedge   arrangement   against  foreign
     currency fluctuations; and

               (xi) involving any letters of credit.

Schedule  3.6(b)  describes all  oral  Contracts  required  to be  disclosed  in
Schedule  3.6(b), and  true and  complete copies  of  all written  Contracts (as
amended) required  to be  disclosed in  Schedule 3.6(b)  will be made  available
prior to Closing to Buyer.

               (c)  Insurance.   All insurance  policies of such  Seller now  in
force  (including  comprehensive  general liability,  personal  and professional
liability, comprehensive  general  casualty and  extended coverage,  automobile,
boiler and machinery, fire and  lightning, marine, endowment, life, and worker's
compensation)  ("Insurance  Policies"),  to  the  extent  available,  have  been
disclosed to  Buyers, and  true and  complete copies  of such  policies, to  the
extent available, will be provided or made available to Buyers prior to Closing.

               (d)  Status.   Except  as disclosed  on  Schedule 3.6(d)  annexed
hereto or  in the  documents referred  to therein,  with respect to  any of  the
following constituting an Asset or  an Assumed Liability, within the three  most
recently completed fiscal years of Sellers: (i) such Seller has not assigned any
material  rights or obligations under  (and is not  otherwise restricted for any
reason from enjoying the full benefits under) any Intellectual Property License,
Debt Instrument or  Contract; (ii) neither such Seller nor, to  the knowledge of
Seller,  any  other  party  is  in  material  default  in  connection  with  any
Intellectual Property  License, Debt  Instrument  or Contract;  (iii) no act  or
event has occurred which, with notice or lapse of time or both, would constitute
a material default by  Seller or, to the  knowledge of Seller, by another  party
under any Intellectual Property License, Debt Instrument or Contract; (iv) there
is no  basis for any claim of material default by Seller or, to the knowledge of
Seller,   by  another  party  under  any  Intellectual  Property  License,  Debt
Instrument or Contract; (v) such Seller has not  received or given any notice of
cancellation  or  termination  in  connection  with  any  Intellectual  Property
License, Debt Instrument  or Contract; (vi) each Intellectual  Property License,
Debt Instrument and Contract  is the valid and binding agreement  of the parties
thereto which is in full  force and effect and is enforceable in accordance with
its terms except, with regard to the other party or  parties to such instrument,
as  enforceability  may   be  limited  by  applicable   bankruptcy,  insolvency,
reorganization, moratorium  or similar laws  and general  principles of  equity;
(vii) no  Intellectual Property  License, Debt  Instrument  or Contract  will be
affected by, or require the consent of or payment to any other party to avoid an

                                      -18-
event of default, an  event of termination or other adverse  effect with respect
to such  Intellectual Property License,  Debt Instrument  or Contract  (assuming
that  any required  notice of  default  or termination  has been  given  and any
periods  for cure  have expired) by  reason of the  transactions contemplated by
this Agreement except that each of the foregoing will require the consent of the
other parties thereto to the assignment  to Buyer, except as otherwise disclosed
in Schedule  3.6(d); and (viii) such  Seller has not received  any communication
proposing any  termination, amendment  or change  to  any Intellectual  Property
License, Debt Instrument or Contract.

          3.7  Officers  and Directors; Employment  Relationships.  Sellers will
make available  to Buyers  prior  to Closing  a true  and complete  list of  the
employees of such  Seller as of April 30, 1994, except for the employees located
in Sellers'  Bala Cynwyd and  Audubon, Pennsylvania offices, setting  forth each
employee's compensation,  date of hire and whether or not contributions are made
for him and/or whether  he is otherwise entitled to benefits  under the employee
benefit plans,  programs and arrangements  described in Section 3.9.   Except as
will be disclosed  on such list, such  Seller has no obligations,  contingent or
otherwise:   (i) under   any   employment   contract,   agreement,   commitment,
undertaking, understanding, plan, program, policy or arrangement; (ii) under any
bonus,  incentive  or  deferred compensation  contract,  agreement,  commitment,
undertaking,  understanding, plan, program, policy or arrangement (including one
for  severance or other payments conditioned upon a change of control or sale of
such  Seller); (iii) under any  pension, profit-sharing,  stock purchase  or any
other such plan, program or arrangement; or (iv) under any arrangement that  has
resulted or  could result in  the payment of  any "excess parachute  payment" as
defined  in  Section 280G of  the  Code  (without  regard to  subsection  (b)(4)
thereof).

          3.8  Canadian Employees.

               (a)  All  payments  required to  be  made  to  or in  respect  of
employees or  former employees of GRC-Canada  (or any predecessor thereof)  as a
result of  any Canadian employment law,  statute or as  a matter of  common law,
have been made or  have been accrued for on the April  Balance Sheet as required
by such  act or common law.   In addition, all  payments required to be  made in
trust to  the Director  of Employment Standards  appointed under  the Employment
Standards Act (Ontario) and in respect of termination and/or severance pay under
the Employment Standards Act (Ontario) in respect of the employees of GRC-Canada
have  been  made as  required  by such  Act,  except  with respect  to  any such
termination  and/or  severance  pay  for GRC-Canada's  employees  not  hired  by
Canadian  Buyer  for which  Canadian  Buyer  shall  be responsible  pursuant  to
Sections 13.21 and 13.23(d) hereof.

               (b)  Except as set out  on Schedule 3.8, (i) to the  knowledge of
Sellers, there  are no appeals  pending either before the  Workers' Compensation
Board or the Workers'  Compensation Appeals Tribunal involving GRC-Canada;  (ii)
all levies,  assessments and penalties  made against GRC-Canada pursuant  to the
Workers' Compensation  Act (Ontario)  have been paid  or settled  by GRC-Canada;
(iii) GRC-Canada is  currently in Rate 485,  Group 85, Class 64,  Account Number
1066714, Firm Number 066413E for workers' compensation purposes in the Province 

                                      -19-
of Ontario; (iv) there has been no change in the rating assessment applicable to
GRC-Canada or the Business under  the Workers' Compensation Act (Ontario) during
the past  five years;  and (v) to  the knowledge of  Sellers, GRC-Canada  is not
being audited by  the Workers'  Compensation Board of  Ontario.  Nothing  herein
obligates  the Canadian  Buyer  to  assume  GRC-Canada's  Workers'  Compensation
accident cost history, except as may be required by applicable Canadian law.

               (c)  No notice has  been received by  Sellers regarding, and,  to
the knowledge of Sellers, there is  not pending or threatened, any complaint  or
claim filed by any employee of GRC-Canada, and there are no  outstanding orders,
charges or claims against GRC-Canada, under any Canadian Employment Law Statute.

               (d)  The term "Canadian Employment Law Statute" means the Ontario
Labour Relations Act, the Ontario Human Rights Code, the Occupational Health and
Safety Act (Ontario), the Pay Equity Act (Ontario), the Employment Standards Act
(Ontario),  the Pension Benefits  Act (Ontario),  the Workers'  Compensation Act
(Ontario),  the  Unemployment  Insurance  Act  (Canada)  and  the  Criminal Code
(Canada).

          3.9  Employee and Fringe Benefit Plans.

               (a)  U.S. Employee Plans.  Except as set forth in Schedule 3.9(a)
annexed hereto, such U.S. Seller does not  maintain, is not required to maintain
or contribute to and does  not otherwise participate in (and has  not within the
last five years maintained, contributed  to or otherwise participated in) either
(i) any employee pension benefit plan ("U.S. Pension/Profit Sharing Plan"),  any
employee welfare benefit  plan ("U.S. Welfare Plan") or  any multi-employer plan
("U.S.  Multi-Employer  Plan")  (as  such  terms are  defined  in  the  Employee
Retirement Income  Security Act  of 1974, as  amended ("ERISA")),  including any
pension,   profit  sharing,  retirement  or  thrift   plan,  or  (ii) any  other
compensation,  welfare,  fringe  benefit  or  retirement  plan,  program,  stock
purchase or stock option plan, policy,  understanding or arrangement of any kind
whatsoever,  whether formal  or  informal,  providing for  benefits  for or  the
welfare of any or all of the current  or former employees or agents of such U.S.
Seller  or their  beneficiaries or  dependents  (all of  the foregoing  in items
(i) and (ii)  being referred to herein collectively as the "U.S. Employee Plans"
and together with  all Canadian  Pension Plans and  Canadian Employee Plans  (as
defined below) being referred  to herein  collectively as  "Employee Plans"  and
individually as an "Employee Plan").  A copy of each written U.S. Pension/Profit
Sharing Plan or U.S. Welfare Plan, as amended, the most recent  Internal Revenue
Service   ("IRS")  determination  letter  issued   with  respect  to  each  U.S.
Pension/Profit Sharing Plan, a copy of  the latest actuarial valuation (if  any)
for each such  U.S. Pension/Profit Sharing Plan, the most  recent annual reports
on the Form 5500 series, with each  trust agreement and/or insurance contract or
other  funding arrangement,  if  any, with  respect to  each U.S.  Employee Plan
covering  employees  of  such U.S.  Seller,  and the  most  recent  summary plan
description as defined under ERISA for each U.S. Pension/Profit Sharing Plan and
U.S. Welfare Plan will be made available to Buyers prior to Closing.

               (b)  GRC-Canada Employee Plans.   Except as set forth in Schedule
3.9(b), GRC-Canada has no retirement, pension, bonus, stock purchase, profit 
                                      -20-
sharing,  stock option,  deferred compensation,  severance  or termination  pay,
insurance, medical, hospital, dental, vision care, drug, sick leave, disability,
salary continuation, legal benefits,  unemployment benefits, vacation  incentive
or other compensation plan or arrangement or  other employee benefit which is or
has been  in the  last five  years maintained,  or otherwise  contributed to  or
required to be maintained or  contributed to, by GRC-Canada (or any  predecessor
thereof) relating to  the Business  or the  Canadian Assets for  the benefit  of
employees or  former employees of  GRC-Canada (or any predecessor  thereof) (the
"Canadian Employee Plans") and a true and complete  copy of each of the Canadian
Employee Plans (and any predecessor of such plans) has been furnished to Buyers,
together  with copies  of all  documents establishing  or creating  the Canadian
Employee   Plans,  all  amendments  thereto,  all  trust  agreements,  insurance
contracts,  funding  arrangements,  subscription  agreements  and  all  reports,
returns and filings in respect of  the Canadian Employee Plans made or  required
to be  made with any governmental or regulatory  authority since January 1, 1990
will be made available to Buyers prior to Closing.

               (c)  Qualifications.  Each  U.S. Employee Plan which  is required
to be qualified  under section 401  or 501 of the  Code in order to  obtain full
current deductibility  of contributions for  federal income tax purposes,  is so
qualified.  Except as set forth in Schedule 3.9(c) annexed hereto, each Canadian
Employee Plan has been maintained in material compliance with its terms and with
the  requirements  prescribed  by  all  laws,  orders,  rules,  regulations  and
regulatory  policies  that  are  applicable  to  such  Canadian  Employee  Plan,
including,  without limitation,  the Income  Tax  Act (Canada)  and the  Pension
Benefits Act (Ontario) and the regulations thereunder.

               (d)  Accruals;  Funding.  The April Balance Sheet reflects, based
upon the Final Reports on the Accounting for Pension Expense and Liabilities for
the  Fiscal Year Ended  April 30, 1994  (prepared June 1994 by  Godwins, Booke &
Dickerson)  the  pension  liabilities and  assets  for  the U.S.  Pension/Profit
Sharing  Plans, except  those covering  salaried employees.   These  Reports are
based  upon data as  of January 1,  1994 and assets  as of April  30, 1994.  The
April Balance  Sheet reflects, for  the Canadian Salaried  Pension Plan  and the
Canadian Hourly Pension Plan, the pension liabilities and assets for such  plans
based upon the Report  on the Actuarial Valuation of  such plans for the  fiscal
year ended April  30, 1994,  prepared by Robertson,  Eadie, Olsen Associates,  a
copy of which report has been provided by Sellers to the Buyers.

               (e)  Reporting and Disclosure.   Except as  disclosed or will  be
disclosed  to Buyers prior to  Closing, summary plan  descriptions and all other
reports, documents,  statements and  communications which are  required to  have
been filed, published or  disseminated under ERISA or other federal  law and the
rules and regulations promulgated by the United States Department of Labor under
ERISA  and the  Treasury Department  under  the Code  with respect  to  the U.S.
Employee Plans have been filed, published or disseminated on a timely basis and,
with respect to GRC-Canada and the Canadian Employee Plans, all reports, returns
and similar  documents (including  applications for  approval of  contributions)
with  respect  to any  Canadian  Employee Plan  required  to be  filed  with any
government or regulatory authority or required to be distributed to any Canadian

                                      -21-
Employee Plan participant have been duly and timely filed or distributed, as the
case may be.

               (f)  Prohibited  Transactions;  Terminations;   Other  Reportable
Events.   None of the  U.S. Employee Plans,  none of the  trusts or arrangements
created  thereunder, and, to  the knowledge of Seller,  no trustee, custodian or
administrator or any  person or entity holding  or controlling assets of  any of
the U.S.  Employee Plans has  engaged in any  "prohibited transaction" (as  such
term  is defined in ERISA or the Code) in  the current year or in the three most
recent calendar years  that has not otherwise been cured which could subject any
of the U.S.  Employee Plans, any  trusts thereunder,  any trustee, custodian  or
administrator thereof, or any person or entity holding or  controlling assets of
any of  the U.S. Employee Plans or any person or entity dealing with them to any
tax, penalty or other  cost or liability of  any kind.  No termination,  whether
partial  or  complete,  has occurred  with  respect  to any  U.S.  Employee Plan
disclosed (or  required to  be disclosed)  in Schedule  3.9(a).   No "reportable
event"  (as such term is defined  in ERISA) has occurred  with respect to any of
the  U.S. Employee  Plans.  To  the knowledge  of Sellers, there  are no pending
investigations by any governmental or regulatory authority involving or relating
to any  Canadian Employee  Plan, no  threatened or  pending  claims (except  for
claims for  benefits payable in the  normal operations of the  Canadian Employee
Plans), suits or proceedings against any Canadian  Employee Plan or against GRC-
Canada  asserting any rights or claims  for benefits under any Canadian Employee
Plan which  could give rise  to a  material liability nor,  to the  knowledge of
Seller, are there  any facts that could  give rise to any  material liability in
the event of any such investigation, claim, suit or proceeding.

               (g)  Other.  Except  as disclosed or will be  disclosed to Buyers
prior  to Closing, such  Seller has fully  complied with all  of its obligations
under each  of the  Employee Plans  and any  and all  laws, rules,  regulations,
releases or orders  applicable to the Employee Plans (including, with respect to
the U.S. Employee Plans, all provisions of ERISA) in the current year and in the
three most recent calendar years that has not  otherwise been cured.  No written
notice has been received by such Seller since April 30, 1994 of any claim by any
participant in the  Employee Plans of any  violation of such  laws, and no  such
claims are pending or, to the knowledge of Seller, threatened.

               (h)  Multi-Employer  Plans.    Except  as  disclosed  on Schedule
3.9(h) annexed hereto, none of  the U.S. Employee Plans are U.S.  Multi-Employer
Plans, and Seller  has no liability,  jointly or otherwise,  for any  withdrawal
liability  (potential, contingent or otherwise) under Title IV for a complete or
partial  withdrawal  from  any  U.S.  Multi-Employer Plan  by  any  member  of a
controlled group  of employers  (as used  in ERISA)  of which  such Seller  is a
member.

          3.10 Labor Relations.   Except as  described in Schedule  3.10 annexed
hereto: (a) such  Seller is  (and since  April 30,  1994 has  been) in  material
compliance with all  federal, state, provincial, local and  other applicable law
respecting   employment  and  employment  practices,  terms  and  conditions  of
employment and wages and hours; (b) there is (and since April 30, 1994 has been)
no unfair labor practice, complaint, charge or other matter against or involving
such Seller pending or, to the knowledge of Seller, threatened before any 

                                      -22-
governmental authority; (c) there  is no (and since April 30, 1994 has not been)
labor strike, dispute, organizing effort,  slow down, stoppage or other material
labor difficulty pending,  involving or  threatened, against  or affecting  such
Seller; (d) no  representation question exists,  or has existed since  April 30,
1994 respecting the employees of such Seller; (e) no material grievance  nor any
arbitration proceeding arising  out of or under collective bargaining agreements
is pending, and no claim therefor exists;  and (f) there is (and since April 30,
1994  has been)  no collective  bargaining agreement  which is  binding on  such
Seller.

          3.11 Litigation  and  Other  Proceedings.    Except  as  disclosed  in
Schedule 3.11 with respect  to any of the following constituting  an Asset or an
Assumed Liability,  such Seller is not, and  since April 30, 1994  has not been,
(i) engaged  in,  a party  to,  subject  to  or,  to the  knowledge  of  Seller,
threatened  with any  claim,  legal  or equitable  action,  or other  proceeding
(whether as plaintiff, defendant or otherwise and regardless of the forum or the
nature of  the opposing party); (ii) to the knowledge  of Seller, subject to any
unasserted claim, the assertion of which is  likely and which, if asserted, will
seek damages,  an injunction  or other  relief against  such Seller  which claim
individually or  collectively with  such other unasserted  claims if  made would
have a Material Adverse Effect; or (iii) a  party to or subject to any judgment,
order or decree against it  or its assets.  With respect to  any matter required
to be disclosed pursuant to this Section 3.11, there has been no  reservation of
rights by any insurance carrier, and no such reservation is, to the knowledge of
Seller, threatened, concerning the coverage of such Seller.

          3.12 Compliance  with Laws.   Except  as  set forth  in Schedule  3.12
annexed hereto and  except as disclosed or  will be disclosed to Buyer  prior to
Closing,  to the  extent any  of  the following  would have  a  Material Adverse
Effect:

               (a)  Generally.   Such Seller is  (and during the  preceding five
years has been) in compliance with all applicable law (including those involving
antitrust, unfair  competition, trade regulation,  antipollution, environmental,
employment, safety, health  and food  and drug matters).   Without limiting  the
foregoing,  such  Seller has  not  at any  time  made any  illegal  payments for
political contributions or any bribes or illegal kickback payments.

               (b)  Charges or Violations.   Such Seller is not  (and during the
preceding five years has not been) either charged with, in receipt of any notice
or warning of, or, to the knowledge of Seller, under investigation  with respect
to,  any  failure  or  alleged failure  to  comply  with  any  provision of  any
applicable law.

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

               (d)  Environmental.

                                      -23-
(i)  No person or party  (including, but not limited to, any
     governmental or  regulatory authority) has  asserted any  pending claim
     or,  to the  knowledge of  Seller,  has any  basis  for  any action  or
     proceeding  against such  Seller relating  to any  Environmental Matter
     (defined below).  Such  Seller has not received oral or written  notice
     of, nor does such Seller have reason to  believe there is, any existing
     or pending violation,  citation, claim,  order, direction,  instruction
     or  complaint relating to the  Business of such  Seller or any facility
     now or previously  owned or operated by  such Seller arising  under the
     Resource   Conservation    and   Recovery   Act,   the    Comprehensive
     Environmental Response  Compensation and Liability  Act, the  Superfund
     Amendments and Reauthorization Act, the  Toxic Substances Control  Act,
     the Safe  Drinking Water Act, the  Federal Water Pollution Control  Act
     (Clean Water  Act), the Clean  Air Act,  the Powerplant and  Industrial
     Fuel  Use   Act  of  1978,  the   National  Environmental  Policy   Act
     (Environmental  Impact  Statement), the  Environmental  Protection  Act
     (Ontario), the Ontario Water  Resources Act, the  Gasoline Handling Act
     (Ontario),  the  Dangerous  Goods  Transportation  Act  (Ontario),  the
     Canadian Environmental Protection  Act and antipollution, waste control
     and   disposal  and  environmental   "cleanup"  provisions  of  similar
     statutes  of  any  governmental  authority,  and  all  regulations  and
     standards enacted pursuant thereto and  all permits and  authorizations
     issued   in   connection   therewith   (collectively,    "Environmental
     Matters").
               (ii) During  the ownership of the subject Property by Seller
     and,  to the  knowledge of Seller, for  all prior periods,  no toxic or
     hazardous  substances  have   been  generated,   transported,  treated,
     stored,  disposed of or released  in, on or from or otherwise deposited
     in or on or allowed to emanate from any such facility (irrespective  of
     whether such substances remain  at the facility or were transferred  to
     or otherwise  disposed of off-site), including  the surface waters  and
     subsurface  waters thereof,  which  may support  a  claim or  cause  of
     action  under  any  federal,  state,  provincial,  municipal  or  local
     environmental   statutes,  ordinances,   regulations   or   guidelines.
     Sellers will disclose  to Buyer prior to Closing the location, type and
     contents  of  all  underground tanks  at  any  facility  now  owned  or
     operated by such Seller.

          3.13 Bank Accounts.   Schedule 3.13 lists all bank  accounts of Seller
relating to the collection of Seller's accounts receivable.

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

                                      -24-
(a)  has  been  a   party  to  any  lease,   sublease,  contract,
agreement,   commitment,  understanding  or   other  arrangement  of   any  kind
whatsoever, involving any such person and such Seller which is not  disclosed in
Schedule 3.14, or

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

               (c)  has any cause  of action or other claim  whatsoever against,
or owes  any amount to,  such Seller other than  (i) for compensation (including
fringe benefits) to officers and employees disclosed pursuant to Section 3.7 and
for reimbursement of ordinary and necessary expenses incurred in connection with
employment  by such  Seller, (ii) for  rights under  the employee  benefit plans
disclosed pursuant  to Section 3.9, and (iii) as otherwise disclosed pursuant to
this Agreement.

          3.15 Commissions.   Except  as  disclosed  in  Schedule  3.15  annexed
hereto,  no person,  firm or  corporation  has asserted  or is  entitled  to any
commission or broker's or finder's fee in connection with the sale of the Assets
or any of the other transactions contemplated by this Agreement.

          3.16 Accuracy of Statements.   No representation  or warranty by  such
Seller  in this  Agreement or  in any  Exhibit,  Schedule, certificate  or other
agreement, instrument or document furnished or to be furnished to Buyer pursuant
to this Agreement  or in connection  with the sale of  the Assets or any  of the
other transactions contemplated  by this Agreement contains or  will contain any
untrue statement of a material  fact, or omits or will omit to  state a material
fact,  necessary to make the  statements herein or  therein not misleading which
would result in a Material Adverse Effect.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

          Each  Buyer,  jointly  and  severally  with  the  other  Buyer, hereby
represents and warrants to each Seller as follows:

          4.1  Status of Buyer.

               (a)  Corporate Existence and Status.  U.S. Buyer is a corporation
duly incorporated, organized,  entitled to conduct business and validly existing
in good standing under the laws  of the State of Delaware.  Canadian  Buyer is a
corporation  duly  incorporated,  organized, entitled  to  conduct  business and
validly existing under the laws of the Province of Ontario.  Each  of the Buyers
is a "NAFTA investor" for purposes of the Investment Canada Act.

               (b)  Authorization.

                                      -25-
(i)  Such Buyer has the right, power and authority  to enter
     into this  Agreement  and each  other  agreement,  instrument or  other
     document   required   to   be   executed   by   such   Buyer  hereunder
     (collectively, the "Other Agreements") and  to consummate the  purchase
     of  the   Assets  and  the  other  transactions  contemplated  by,  and
     otherwise  to comply  with  and  perform  its obligations  under,  this
     Agreement and the Other Agreements;

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

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

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

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

                                      -26-
4.2  Commissions.  No  person, firm or corporation has  asserted or is
entitled to any  commission or broker's or  finder's fee in connection  with the
sale  of  the Assets  or  any of  the  other transactions  contemplated  by this
Agreement by  reason of  any act  or omission  of Buyers  or any  shareholder(s)
thereof.

                                    ARTICLE 5

                            CLOSING AND CLOSING DATE

          5.1  Closing.  The preclosing and closing (collectively, "Closing") of
the sale of Assets and other  transactions contemplated by this Agreement  shall
take place at the office of Schnader, Harrison, Segal & Lewis commencing at 9:00
a.m.,  local time, on August 1, 1994 or  on such other date ("Closing Date") not
later than August 31, 1994 or at such other place as Buyers and Sellers mutually
shall agree.

          5.2  Conditions as to Closing.  In addition to the satisfaction of the
parties respective conditions  to Closing as set  forth in Articles 9  and 10 of
this Agreement, the obligations of Buyers and  Sellers to consummate the sale of
the Assets, the assumption of the Assumed Liabilities and the other transactions
contemplated  by this  Agreement shall  be subject to  Buyer and  Sellers having
reached agreement on the April Balance  Sheet in accordance with Section  1.4(b)
of this Agreement, and there shall  not be any litigation or proceeding  pending
or  threatened  (including,  without limitation,  any  litigation  or proceeding
arising under the antitrust, competition,  trade or securities laws) to restrain
or invalidate the sale and purchase of the Assets, the assumption of the Assumed
Liabilities or the other transactions contemplated by this Agreement.

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

                                    ARTICLE 6

                              COVENANTS OF SELLERS

          6.1  Conduct  of Business by  Sellers.   From the  date hereof  to the
Closing Date, except for transactions which are expressly approved in writing by
Buyers, each Seller shall refrain from:

               (a)  Subjecting any of its Assets, tangible or intangible, to any
lien, encumbrance, security interest or other claim of any kind, exclusive of 

                                      -27-
liens arising as a matter of law in the ordinary course of  business as to which
there is no known default and except for Permitted Encumbrances;
               (b)  Except for  sales  in the  ordinary  course of  business  or
consistent  with past practices,  selling, assigning, transferring  or otherwise
disposing of any of such Seller's Assets;

               (c)  With respect  to any of the following  constituting an Asset
or an  Assumed Liability  and except for  the collective  agreement relating  to
employees of GRC-Canada,  modifying, amending, altering or  terminating (whether
by written  or oral agreement, or any  manner of action or inaction)  any of the
Debt  Instruments,  Leases,  Intellectual  Property  Licenses,  Employee  Plans,
Contracts or Insurance Policies, or entering into any  such arrangement which is
outside of the  ordinary course  of business  or which involves  the payment  or
receipt by any Seller of an amount in excess of $10,000; and/or

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

          6.2  Affirmative  Covenants Relating to Sellers.  From the date hereof
to the Closing Date, each Seller shall use reasonable best efforts to:

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

               (b)  Maintain, consistent with  past practice, its  properties in
good repair, order and condition, reasonable wear and tear excepted, and use its
best efforts to preserve its possession and control of all of its Assets;

               (c)  Keep in faithful  service its key officers  and professional
staff of such Seller to preserve the goodwill of those having business relations
with such Seller;

               (d)  Maintain the books, accounts and records of such Seller in a
manner consistent with past practice;

               (e)  Allow,   at  all   reasonable   times,  Buyers'   employees,
attorneys,  auditors, accountants and other authorized representatives, free and
full access to the facilities, plants, properties, books, records, documents and
correspondence of such Seller, in order that Buyers may have full opportunity to
make such investigation as they may desire of the Business of such Seller;

               (f)  Materially comply with  all applicable law relating  to such
Seller or  to the conduct of  its Business, and  conduct its Business in  such a
manner so that on the Closing Date the representations and warranties contained 

                                      -28-
in this  Agreement shall be true  as though such  representations and warranties
were made on and as  of such date, except for changes  permitted or contemplated
by the terms of this Agreement;

               (g)  Provide  Buyers  with  (i) prompt  written   notice  of  any
Material Adverse Change and (ii) monthly  financial statements of such Seller on
a timely basis;

               (h)  Maintain  inventory   and  accounts   receivable  management
consistent with past practices;

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

               (j)  Arrange for the payment of the loan from, and the release of
the  security interest on certain  of the Assets that  is currently held by, The
Bank of Montreal in order to  assure that such loan to GRC-Canada is  paid at or
prior to Closing  and such  security interest  will be  released promptly  after
Closing, without any liability  added to such loan or substituted  for such loan
as a result of the payment of such loan by GRC-Canada or an affiliate thereof.

               (k)  Make  the  scheduled  payments  due  July 15,  1994  to  the
following  pension  plans  of  GRC:   The  Aluminum,  Brick  and  Glass  Workers
International Union  Pension Plan (002)  and The United Steelworkers  of America
A.F.L.-C.I.O. Retirement Pension Plan for Non-Salaried Employees (005). 

          6.3  Obligations  Concerning Employees.   On or  prior to  the Closing
Date, each Seller shall  notify all of its employees  that Assets of Seller  are
being sold  to Buyer, that all employees to be hired by Buyer will be terminated
from the  employment of the  Seller effective immediately prior  to Closing, and
that any decisions  by Buyer regarding  its hiring procedures  or the hiring  of
Seller's employees will be  communicated to the employees by the  Buyer.  On the
Closing Date, each  Seller shall issue to  all of its employees  payroll checks,
dated as of the Closing  Date, for all earned salary, wages, sick  pay and other
compensation and  benefits other than  vacation pay (net of  usual withholdings)
owed to such  employees for their  services rendered through  the Closing  Date.
Each Seller shall comply with all provisions of federal, state or provincial law
relating  to the  continuation  of  health  insurance  benefits  for  terminated
employees.

          6.4  Roster  of Employees.   Within  ten  business days  prior to  the
Closing Date,  Seller shall deliver to Buyers a  current roster of such Seller's
employees, showing the salary or wage rate  of each of such employees, the  date
of hire and accrued vacation  pay, together with a summary of all  benefit plans
in which  each of  such employees  participates.   At or  prior to  Closing, all
employment records for all employees of Sellers who will not remain employees of
Sellers after the Closing will be transferred to Buyers.

                                      -29-
6.5  Certain  Transactional Costs  and  Transfer  and Property  Taxes.
Notwithstanding Section 8.1:

               (a)  Buyers and Sellers shall each be responsible for paying one-
half  of all  state, provincial  and  local sales,  use, transfer,  documentary,
registration, stamp or other similar Tax imposed on the transfer of any Asset to
Buyer pursuant to this Agreement, as well as any filing, recording, notarial and
similar fees  incurred with  respect to such  transfer; provided,  however, that
Sellers' portion of all transfer taxes with respect to the Canadian Assets shall
not exceed U.S. $20,000.

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

               (c)  Any  periodic real  or personal  property Tax  imposed  by a
domestic state, provincial or local governmental  unit on an Asset with  respect
to a taxable period that includes the Closing Date and which constitutes  a lien
on such  Asset shall be  apportioned on a  per diem  basis, and Buyers  shall be
responsible  for paying that  amount of such  Tax so apportioned to  the part of
such taxable period that occurs after the Closing Date.

          6.6  Consents and Closing Conditions.   Such Seller shall use its best
efforts (a) to obtain such consents from third parties and to take other actions
as may be required in  order to fulfill the closing conditions  which are within
its control, and (b) to cause the representations and warranties of  such Seller
in Article 3 to be true and correct on and as of the Closing Date.

          6.7  Hart-Scott-Rodino Act Notification.  U.S. Sellers have filed with
the Federal Trade  Commission and the  Antitrust Division  of the Department  of
Justice  (collectively, the "Antitrust Authorities") the Notification and Report
Form required  by The Hart-Scott-Rodino  Antitrust Improvements Act of  1976 and
regulations promulgated  pursuant thereto (the  "HSR Act"), and  otherwise shall
comply  with the requirements  of the  HSR Act applicable  to it.   U.S. Sellers
shall furnish  to U.S.  Buyer such  information as  U.S. Buyer  shall reasonably
request in connection with its notification form.

          6.8  Real Property.

               (a)  Condition  of  the   Real  Property.    Sellers   shall  use
reasonable  best efforts  to maintain  the  Real Property  consistent with  past
practices  to and including  the Closing Date  and, on such  date, Sellers shall
tender possession  of the Real Property to Buyers in the same condition the Real
Property was in as of the date of this Agreement.  Immediately prior to Closing,
Buyers shall  have the right to conduct a  "walk-through" inspection of the Real
Property to verify that it is in the condition as required herein.  In the event
the Real Property is not in the condition the Real Property was in as of the 

                                      -30-
date of this Agreement, Buyers shall have the right to deduct from the  Purchase
Price an  amount  necessary to  place  the Real  Property  in the  condition  as
required herein.

               (b)  Sellers' Deliveries.  As soon as practicable  after the date
of this  Agreement but  not later than  ten days  prior to the  Closing, Sellers
shall make available to Buyers, correct and complete copies of the following (to
the  extent in  Sellers' possession  or otherwise  available to  Sellers without
undue  effort  or  expense):  (i)  all  documentation  relative  to  the  zoning
classification, special  use permits and  zoning or other land  use restrictions
imposed upon or in respect to the Real Property; (ii) certificates  of occupancy
and other governmental licenses and permits issued in respect to or required for
the present use and occupancy of the Real Property; (iii) all as-built plans and
specifications  for  the  improvements  to   the  Real  Property,  soil   tests,
engineering  studies,  environmental  audits or  reports,  reports  of insurance
carriers,  agreements, plats,  plans, drawings,  surveys,  specifications, title
insurance policies, and other like  documents, instruments and items relating to
the Real Property; (iv) all notifications received by Sellers asserting that the
Real Property,  or any  portion thereof,  does not  comply with  any law,  rule,
regulation, order, code, permit or  other legal requirement; (v) all guarantees,
warranties and service contracts in effect relative to the Real Property, or any
part thereof, which  shall, if possible, be  assigned to U.S. Buyer  or Canadian
Buyer,  as appropriate, at  Closing; (vi) all  management, service, maintenance,
repair and/or equipment agreements or other contracts  and all leases in any way
relating to  the Real  Property or  its operation or  management, together  with
Sellers' identification of  such contracts or leases which  will survive Closing
and which are not terminable upon 30 days notice; and (vii) all real estate  tax
bills  and  all  utility  and other  operating  expense  bills  relating  to the
operation of  the Real Property for the two  (2) years immediately preceding the
date hereof.

          6.9  Bulk  Transfer Compliance.    Buyers  and  Sellers  hereby  waive
compliance  by Buyers and Sellers with the  bulk sales law and any other similar
laws  in   any  applicable  jurisdiction   with  respect  to   the  transactions
contemplated  by this Agreement.   Sellers agree  to indemnify Buyers  from, and
hold  them  harmless  against,  any  liabilities, damages,  costs  and  expenses
directly  resulting  from  or arising  out  of  the parties'  decision  to waive
compliance with any  of such laws with respect to  the transactions contemplated
by this Agreement.

          6.10 Election and Filing  Under ETA.  GRC-Canada covenants  and agrees
to elect jointly  with Canadian  Buyer under  subsection 167(1) of  the ETA,  in
prescribed form  and within  the prescribed  time for  purposes of  the ETA,  in
respect of  the sale  and transfer of  the Canadian  Assets, and  Canadian Buyer
shall file such election in its return  under the ETA within the time prescribed
by the ETA.

          6.11 Elections Under ITA.   GRC-Canada covenants  and agrees to  elect
jointly with  Canadian Buyer  under Section  22 of the  ITA, in  respect of  the
accounts  receivable sold by  GRC-Canada to Canadian Buyer,  and to designate in
such  an  election an  amount  equal to  the  net book  value  of  such accounts
receivable on the books of GRC-Canada or such other amount determined jointly by
Canadian Buyer and GRC-Canada.

                                      -31-
6.12 Retail  Sales Tax Certificate.   GRC-Canada shall  deliver to the
Canadian Buyer a certificate issued by the  Minister of Revenue of Ontario under
subsection 6(1) of the Retail Sales Tax Act (Ontario).

                                    ARTICLE 7

                               COVENANTS OF BUYERS

          7.1  Consents and  Closing  Conditions.   Buyers  shall use  its  best
efforts (a) to obtain such consents from third parties and to take other actions
as may be required in  order to fulfill the closing conditions which  are within
its control,  and (b) to cause the  representations and warranties of  Buyers in
Article 4 to be true and correct on and as of the Closing Date.

          7.2  HSR Act  Notification.  U.S.  Buyer has filed with  the Antitrust
Authorities  the Notification  and Report  Form  required by  the  HSR Act,  and
otherwise shall comply  with the requirements of  the HSR Act applicable  to it,
including payment of the  fee assessed against the acquiring person.  U.S. Buyer
shall furnish  to Sellers and  their counsel such information  as their ultimate
parent entity shall reasonably request in connection with its notification form.

          7.3  Title to Real Property.  

               (a)  General.   Not later  than five days  prior to  the Closing,
Buyers may obtain a commitment for an owner's title insurance policy issued by a
title company or  companies of Buyers' choice  (the "Title Company") for  any or
all locations of Real Property.  If any such commitment discloses  exceptions to
title other than the Permitted Title Exceptions (as defined below), Buyers shall
deliver notice thereof  to Sellers given within  five (5) days after  receipt of
the  applicable commitment, and Sellers shall  have until twenty (20) days after
receipt of such notice to have such  exceptions removed from such commitment and
to provide evidence  thereof to Buyers.  If Sellers fail to have such exceptions
removed  from such commitment within such time  period, Buyers may (a) terminate
this Agreement upon  the delivery of notice thereof to Sellers,  or (b) elect to
consummate  the transactions contemplated hereby notwithstanding such exceptions
with the further right to deduct from the Purchase Price the amount of any liens
or  encumbrances having a definite or ascertainable amount provided that in such
event  any amount  so deducted will,  at Sellers'  direction, either be  paid to
satisfy  the lien  or be  placed  into an  escrow account  pending  the ultimate
satisfaction or  removal of  the lien.   As  used in  this  Agreement, the  term
"Permitted Title Exceptions" shall mean general real estate and  other taxes and
liabilities  accrued for on  the April Balance  Sheet and such  other matters of
record title to the  Real Property which do not or  will not unreasonably impair
the  ownership, intended  use or value  of the  Real Property for  the Business.
Buyers shall pay  for any owner's title  insurance policy premium and  all other
costs and expenses associated therewith.

               (b)  Title to GRC-Canada Real Property.

                                      -32-
(i)  Canadian Buyer shall  be allowed 10 days  following the
          execution of this Agreement  to examine the title to the Real Property
          to be conveyed to Canadian Buyer (the "Canadian Property").  If within
          such time Canadian  Buyer shall furnish to GRC-Canada  or its Canadian
          legal  counsel (Enfield,  Hemmerick, Adair  & Wood),  in  writing, any
          valid objection to or requisition  on title other than Permitted Title
          Exceptions (hereinafter called  an "Objection"), then Canadian  Seller
          shall  use  its  reasonable  best  efforts  to  remove  or   otherwise
          completely satisfy the same by the Closing Date.

                    (ii) At least 10  business days prior  to the Closing  Date,
          GRC-Canada shall provide to Canadian  Buyer a response to any  and all
          Objections,   including  any  available  curative  matter  or  further
          information in regard to any Objection.

                    (iii)     If the material  to be provided to  Canadian Buyer
          pursuant to  Section 7.3(b)(ii) indicates that any  Objection will not
          be removed  or otherwise  completely satisfied  prior  to the  Closing
          Date, Canadian Buyer  may:  (i) waive such Objection;  (ii) attempt to
          remove the Objection; (iii) terminate this Agreement upon the delivery
          of  notice  thereof  to  Sellers;  or (iv)  elect  to  consummate  the
          transactions contemplated hereby  notwithstanding such Objections with
          the further right to deduct from the  Purchase Price the amount of any
          liens  or encumbrances  having  a  definite  or  ascertainable  amount
          provided  that in  such event  any amount  so deducted  will, at  GRC-
          Canada's direction, either be paid to satisfy such lien or encumbrance
          or be placed into an  escrow account pending the ultimate satisfaction
          or removal of same.

          7.4  Other  Matters.    Buyers  hereby  undertake  to  abide   by  the
obligations imposed on them pursuant to Sections 6.5, 6.9, 6.10 and 6.11 of this
Agreement.

                                    ARTICLE 8

                                   TAX MATTERS

          8.1  Payment  of Taxes.  Each Seller shall timely pay, before the same
shall   become  delinquent  and  before  penalties  accrue  thereon,  all  Taxes
(including  any Taxes incurred in  connection with the transactions contemplated
by this Agreement,  if and to  the extent such  Taxes are the  responsibility of
Sellers)  (a) shown (or  required  to be  shown)  on  any Return  (or  amendment
thereto) filed  (or required to be filed) by such Seller before, on or after the
Closing Date, (b) that become due from  or payable by such Seller before, on  or
after the Closing Date or (c) that GRC-Canada is required to withhold and remit.
This Section 8.1 shall not  apply with regard to any Tax to  the extent that the
Assets  cannot be  made  subject to  a lien  for  such Tax  and  Buyer (and  its
successors, assigns, or affiliates) cannot be made liable for such Tax and shall
not apply to any Taxes accrued on the April Balance Sheet.   Each party shall be
responsible for filing Forms W-2 with respect to the 1994 taxable year in 

                                      -33-
accordance with the  "Standard Procedure" described in Rev.  Proc. 84-77, 1984-2
C.B.  753.   The  responsibility  for all  other  information  returns shall  be
allocated similarly.

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

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

                                    ARTICLE 9

                          BUYERS' CONDITIONS TO CLOSING

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

          9.1  Continued  Truth   of  Warranties.     The   representations  and
warranties of each Seller herein contained shall  be true as of the Closing Date
with the same force and effect as though made as of such date.

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

          9.3  No Material  Adverse Change.   There shall have been  no material
adverse  change to the properties, operations, liabilities, earnings, prospects,
business or condition (financial or otherwise) of the Business, taken as a whole
since April 30, 1994.

          9.4  Permits and Consents.  The  parties hereto shall have secured all
appropriate orders,  consents, approvals and  clearances, in form  and substance
reasonably satisfactory to Buyers, by and from all third parties, including but 

                                      -34-
not limited to governmental or  regulatory authorities, whose order, consent and
approval  or  clearance is  required  by  contract  or  applicable law  for  the
consummation of  the  sale of  the  Assets  and the  other  transactions  herein
contemplated.

          9.5  Full  Investigation.    Buyers  and  their respective  employees,
attorneys, accountants and  other agents shall have been permitted  to conduct a
full  investigation  of  the books,  records,  assets,  liabilities, operations,

prospects,  business  and  condition  of  Sellers,  including  attorneys'  audit
response  letters and  environmental  assessments  of  Sellers'  facilities  and
business if Buyers deem it appropriate to  obtain the same, and Buyers shall  be
reasonably satisfied with the results thereof.  

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

          9.7  HSR Act.   The waiting period  imposed by the HSR  Act (including
extensions  thereof, if any) shall  have expired or  been terminated without any
enforcement action being threatened by either of the Antitrust Authorities.

                                   ARTICLE 10

                         SELLERS' CONDITIONS TO CLOSING

          The respective  obligations of Sellers  to consummate the sale  of the
Assets  and the  other  transactions  contemplated by  this  Agreement shall  be
subject to  the fulfillment  to their reasonable  satisfaction of  the following
conditions:

          10.1 Continued   Truth  of   Warranties.    The   representations  and
warranties of  Buyers herein contained  shall be true  on and as  of the Closing
Date with the same force and effect as though made as of such date.

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

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

                                      -35-
10.4 Closing Documents.   Buyers  shall have  delivered all  documents
required to be delivered  by them at Closing, as more specifically  set forth in
this Agreement, in each case in form and substance satisfactory to Sellers.

          10.5 HSR Act.   The waiting period  imposed by the  HSR Act (including
extensions thereof, if any)  shall have expired or  been terminated without  any
enforcement action being threatened by either of the Antitrust Authorities.

                                   ARTICLE 11

                      DOCUMENTS TO BE DELIVERED AT CLOSING

          11.1 Documents  to be  Delivered by  Sellers.   At  the Closing,  each
Seller shall:

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

               (i)  special warranty  deeds conveying  to U.  S. Buyer  and
     Canadian Buyer, as the  case may be, good and  marketable title to  all
     Real Property of such Seller;

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

               (iii)     assignments of patents, trademarks, copyrights and
     applications  therefor,  in  form   suitable  for  recording  with  any
     applicable registration authority, and all other  Intellectual Property
     of such Seller;

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

               (v)  assignment and  assumption agreements  with respect  to
     the Contract  Rights of such  Seller to  be acquired by U.S.  Buyer and
     Canadian  Buyer, as  the case  may be,  hereunder, in  form  reasonably
     satisfactory to  such Buyer, Seller and  any third party whose  consent
     is required to effectively assign such Contract Right to such Buyer;

                                      -36-
(vi) assumption  agreements   with  respect   to  any  other
     liabilities  of such  Seller falling  within the definition  of Assumed
     Liabilities in Section 2.1 of this Agreement;

               (vii)     original share  certificates evidencing all shares
     of  capital  stock of  Empresa  and  Materiales owned  by  Sellers  and
     purchased by U.S. Buyer, each duly endorsed for transfer in blank;

               (viii)    a blanket bill of sale and assignment covering all
     other Assets  of such Seller not  identified above, conveying good  and
     marketable  title to such  Assets to  U.S. Buyer or  Canadian Buyer, as
     the  case  may  be,  and   containing  "further  assurances"   language
     obligating such Seller to execute  other appropriate instruments  after
     the Closing in  order to confirm such  Buyer's title to and  possession
     of such Seller's Assets;

               (ix) possession of the Real Property and all keys thereto;

          (b)  Deliver to Buyers a certificate  of such Seller's chief executive
officer to the effect that Sellers'  representations and warranties in Article 3
are  true as of the Closing Date, and  a certificate of incumbency and copies of
the resolutions adopted  by the Board  of Directors and  shareholder(s) of  such
Seller,  authorizing  the execution  and  delivery  of  this Agreement  and  the
consummation  of the  sale of  Assets  and the  other transactions  contemplated
hereby, duly  certified as of the Closing Date by  the Secretary or an Assistant
Secretary of such Seller;

          (c)  Deliver   to  Buyers  certificates  of  good  standing  or  their
equivalent, dated not earlier  than May 5, 1994, attesting to  the good standing
of such Seller as a corporation under the laws of its state of incorporation and
each other jurisdiction listed on Schedule 3.1(b);

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

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

          (f)  Deliver to Buyers a Noncompetition Agreement in substantially the
form attached as Schedule  11.1(f), duly executed by each of  the Sellers, their
respective parent corporations and Raymond G. Perelman;

          (g)  Deliver  to  Buyers an  opinion  of Schnader,  Harrison,  Segal &
Lewis, counsel for  Sellers, as to such  matters as are reasonably  requested by
Buyers and their counsel; and

                                      -37-
(h)  Deliver to Buyers an opinion of Enfield, Hemmerick, Adair & Wood,
Canadian  counsel  for  Sellers, as  to  such  matters of  Canadian  law  as are
reasonably requested by Buyers and their counsel.

     11.2 Documents to be Delivered by Buyers.  At the Closing, Buyers shall:

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

          (b)  Deliver  to Sellers  certificates  of  Buyers'  respective  chief
executive officer to  the effect that Buyers' representations  and warranties in
Article 4 are true  as of the Closing Date, and a  certificate of incumbency and
copies  of the  resolutions  adopted by  the respective  Boards of  Directors of
Buyers,  authorizing  the execution  and  delivery  of  this Agreement  and  the
consummation of the  purchase of Assets and the  other transactions contemplated
hereby, duly certified as  of the Closing Date by the  respective Secretaries or
Assistant Secretaries of Buyers;

          (c)  Deliver  to  Sellers  a  certificate  of  good  standing  or  its
equivalent, dated not more than ten days prior to the Closing Date, attesting to
the  good standing of U.S. Buyer (or  a designee thereof) as a corporation under
the  laws of the  State of Delaware  and attesting to the  existence of Canadian
Buyer as a corporation under the Business Corporation Act (Ontario);

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

          (e)  Deliver to Sellers (i) the articles of incorporation, as amended,
of U.S. Buyer, certified  by the Delaware  Secretary of State as  of a date  not
more than ten days  prior to the Closing Date, and  (ii) the bylaws, as amended,
of U.S. Buyer, certified  as of the Closing Date by a  Secretary or an Assistant
Secretary of U.S. Buyer;

          (f)  Deliver to Sellers a copy of the articles and bylaws of  Canadian
Buyer, certified as of the Closing Date by an officer of Canadian Buyer;

          (g)  Deliver  to Sellers  the  payments  required to  be  made on  the
Closing Date pursuant to Section 1.3 above;

          (h)  Deliver to  Sellers  assignment and  assumption  agreements  with
respect to the assumption of the Assumed Liabilities by Buyers;

          (i)  Deliver to Sellers an opinion of Thompson & Mitchell, counsel for
Buyers, as to  such matters  as are  reasonably requested by  Sellers and  their
counsel; and

                                      -38-
(j)  Deliver to  Sellers an opinion  of Davies, Ward &  Beck, Canadian
counsel for  Buyers,  as to  such  matters of  Canadian  law as  are  reasonably
requested by Sellers and their counsel.

                                   ARTICLE 12

                                 INDEMNIFICATION

     12.1 General Indemnification.

          (a)  By  Seller.   Subject to  the provisions of  this Article  12, by
execution of this Agreement, Sellers,  jointly and severally, agree to indemnify
Buyers  and their  respective  successors  and assigns  and  hold them  harmless
against and in respect of:

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

               (ii) any  and all loss,  liability, cost, expense  or damage
     relating to  past, present or  future violations  of any  environmental
     laws,  regulatory guidelines,  policies and  the like  which violations
     arise from  or  relate  to any  of  Seller's  operations prior  to  the
     Closing,  except  any  liabilities  directly   arising  out  of   Known
     Environmental Matters;

               (iii)     any  Seller's  obligations  with  respect  to  any
     employees,  except  to  the  extent  of  Buyer's undertakings  in  this
     Agreement with respect to the employees;

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

               (v)  any  and  all costs,  expenses  and  all  other  actual
     damages incurred by Buyer in  remedying any breach,  misrepresentation,
     nonperformance  or inaccuracy  described  above,  or  in enforcing  its
     right of indemnification hereunder, including,  by way of  illustration
     and not limitation, all  legal and accounting  fees, other professional
     expenses and all filing fees, and collection costs incident thereto 

                                      -39-
and all  such fees,  costs and  expenses incurred  in defending  claims
     which, if successfully prosecuted, would  have resulted in  Damages (as
     defined herein).

               (b)  By Buyers.  Subject to the provisions of this Article 12, by
execution of this  Agreement, Buyers, jointly and severally,  agree to indemnify
Sellers  and their  respective successors  and  assigns and  hold them  harmless
against and in respect of:

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

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

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

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

          12.2 Notice of, and Procedures for, Collecting Indemnification.

               (a)  Initial  Claim Notice.   When  a  party becomes  aware of  a
situation which  may result  in Damages  for which  it would  be entitled  to be
indemnified  hereunder, such  party  (the "Indemnitee")  shall submit  a written
notice   (the  "Initial   Claim  Notice")   to  the   other  party   from  which
indemnification  may be forthcoming pursuant  to Section 12.1 (the "Indemnitor")
to such effect with reasonable promptness  after it first becomes aware of  such
matter and  shall  furnish  the  Indemnitor with  such  information  as  it  has
available demonstrating its right  or possible right  to receive indemnity.   If
the potential claim is predicated on, or later results in, the filing by a third
party of any action at law or in equity (a "Third Party Claim"), the Indemnitee 

                                      -40-
shall provide the Indemnitor with a  supplemental Initial Claim Notice not later
than ten  (10) days prior  to the date  on which  a responsive pleading  must be
filed, and shall also furnish a  copy of such claim (if made in  writing) and of
all  documents received  from the  third party  in  support of  such claim.   In
addition, each  Initial Claim  Notice  shall name,  when  known, the  person  or
persons making  the assertions which are the  basis for such claim.   Failure by
the Indemnitee to  deliver an Initial  Claim Notice  or an update  thereof in  a
timely manner shall not  relieve the Indemnitor of any of  its obligations under
this  Agreement  except to  the  extent that  actual  monetary prejudice  to the
Indemnitor can be demonstrated.

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

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

               (d)  Survival  of Indemnification.  Any other provision hereof to
the contrary  notwithstanding, the parties  agree that  the representations  and
warranties of the  parties contained in this  Agreement and in any  certificates
delivered pursuant to  this Agreement shall survive for a period of one (1) year
after the  Closing  Date for  purposes of  this Article  12,  regardless of  any
investigation made by  either party  prior to the  date hereof  or prior to  the
Closing Date,  provided, however, that  the one-year limitations period  in this
Section shall not apply to any of Sellers' representations and warranties (and 

                                      -41-
any claims for indemnification therefor)  relating to Asbestos Claims, Taxes and
Environmental  Matters.     Buyers  and  Sellers  shall  only   be  entitled  to
indemnification  under this  Article  12  for  breaches of  representations  and
warranties if a written notice describing the claim for which indemnification is
sought is signed by the President or any Vice President  of Buyer or Sellers, as
the case may be, and is submitted to Sellers or Buyers, as the  case may be, not
later than  one year  following the  Closing Date,  except in  the case of  such
Asbestos  Claims,  Taxes and  Environmental  Matters.    Except for  claims  for
indemnification based upon Asbestos Claims, Taxes and Environmental Matters, any
claim  for  indemnification  pursuant  to   this  Article  12  for  breaches  of
representations and warranties not made prior to the expiration of such one-year
period  shall be  extinguished,  and  all  representations and  warranties  with
respect  to which no  claim is  made prior  to the  expiration of  such one-year
period shall expire and be of no further force and effect.

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

               (f)  Minimum Dollar Limitation.  The parties hereto agree that no
violations  or  breaches  under  any one  or  more  of  the representations  and
warranties of Sellers  or Buyers  set forth  in this Agreement  shall support  a
claim for  Damages unless and until  Damages attributable to all  violations and
breaches exceed on a cumulative and aggregate basis the sum of $150,000 and that
in such  event Sellers and Buyers shall  only be obligated to  indemnify a party
entitled to indemnification  under this Article 12 for  cumulative and aggregate
Damages that  exceed $150,000, provided,  however, that such limitation  in this
Section shall not  apply to any of Sellers' representations  and warranties (and
any claims for indemnification therefor)  relating to Asbestos Claims, Taxes and
Environmental Matters, and Buyers shall be entitled to indemnification hereunder
from  Sellers only to  the maximum aggregate  extent of $7.5  million, provided,
however, that such limitation in this Section shall not apply to any of Sellers'
representations and  warranties (and  any claims  for indemnification  therefor)
relating to Asbestos Claims, Taxes  and Environmental Matters, and Sellers shall
be  entitled  to indemnification  hereunder  from  Buyers  only to  the  maximum
aggregate extent of $7.5 million.

               (g)  Impact  of Insurance  Proceeds.   The gross amount  which an
Indemnitor is liable  to, for, or on  behalf of the Indemnitee pursuant  to this
Section   (the  "Indemnifiable  Loss")  shall  be  reduced  (including,  without
limitation, retroactively) by any insurance proceeds actually recovered by or on
behalf of  such  Indemnitee related  to  the Indemnifiable  Loss,  and shall  be
further reduced to  take account of  any tax benefit  to the Indemnifee  arising
from the Indemnifiable Loss.  If an Indemnitee shall have received or shall have
had paid on its behalf an indemnity  payment in respect of an Indemnifiable Loss
and shall subsequently receive directly  or indirectly insurance proceeds or tax
benefits in respect of such Indemnifiable Loss, then such Indemnitee shall pay 

                                      -42-
to such Indemnitor the amount of such insurance proceeds and tax benefits or, if
less, the amount  of such indemnity payment.  For purposes  of this Section, tax
benefits arising  from an  Indemnifiable Loss shall  be determined  after taking
into account the  tax detriment, if any,  arising from the receipt  of insurance
proceeds or  indemnification payments by or on behalf  of the Indemnitee and the
tax  benefit,  if  any, to  the  Indemnitee  arising from  any  payments  to the
Indemnitor.

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

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

                                   ARTICLE 13

                                  MISCELLANEOUS

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

          In the case of either Buyer, care of:

          A.P. Green Industries, Inc.

                                      -43-
Green Boulevard
          Mexico, Missouri 65265
          Attn: Paul F. Hummer
          Telecopy: 314/473-3331

          With a copy to:

          A.P. Green Industries, Inc.
          Green Boulevard
          Mexico, Missouri 65265
          Attn: Michael B. Cooney, Esq.
          Telecopy: 314/473-3331

          and a copy to:

          Thompson & Mitchell
          One Mercantile Center
          Suite 3400
          St. Louis, Missouri  63101
          Attn:  Robert M. LaRose, Esq.
          Telecopy: 314/342-1717

          In the case of any Seller:

          General Refractories Company
          225 City Line Avenue
          Bala Cynwyd, PA  19004
          Attn:  Raymond G. Perelman
          Telecopy:  215/660-8817

          With a copy to:

          General Refractories Company
          225 City Line Avenue
          Bala Cynwyd, PA  19004
          Attn:  Barry L. Katz, Esq.
          Telecopy:  215/660-8817

                                      -44-
With a copy to:

          Schnader, Harrison, Segal & Lewis
          Suite 3600
          1600 Market Street
          Philadelphia, PA  19103
          Attn:  Thomas J. McLean, Esq.
          Telecopy:  215/751-2205

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

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

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

          13.4 Binding  on  Successors and  Assigns.   This  Agreement  shall be
binding upon, inure  to the  benefit of and  be enforceable  by and against  the
parties hereto  and their respective  successors and assigns in  accordance with
the terms hereof; and in the event  any party hereto is dissolved or  liquidated
after the Closing Date, the obligations of such party shall automatically become
the  obligations  of the  person(s)  to  whom  are  distributed the  assets  and
properties of such party in  accordance with applicable corporate law.   Sellers
may not assign  their interest under  this Agreement without  the prior  written
consent of Buyers.   Buyers shall have  the right to  designate any one or  more
existing or  hereafter formed subsidiaries  or affiliates of Buyers  to purchase
the Assets and assume the Assumed  Liabilities of any Seller, provided (a)  such
designation shall  not relieve such  Buyers of their obligations  hereunder, and
(b) with respect to  the Assets and Assumed Liabilities acquired  and assumed by
such designee, such designee shall constitute a "Buyer" thereof for all purposes
of this Agreement,  including without limitation Article 12  hereof.  Otherwise,
Buyers  shall  have no  right to  assign  their interests  under  this Agreement
without the prior written consent of Sellers.

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

          13.6 Waivers.   The parties may, by  written agreement, (a) extend the
time for the performance of any of the obligations or other acts of the parties 

                                      -45-
hereto,  (b) waive any  inaccuracies in  the representations  contained in  this
Agreement or  in any  document delivered pursuant  to this  Agreement, (c) waive
compliance with, or modify, any of the covenants or conditions contained in this
Agreement, and (d) waive or modify performance of any of the obligations  of any
of the parties hereto; provided,  that no such waiver or failure  to insist upon
strict compliance with  such obligation, covenant, agreement  or condition shall
operate  as  a waiver  of,  or  an  estoppel  with respect  to,  any  subsequent
insistence upon such strict compliance other than  with respect to the matter so
waived or modified.

          13.7 Publicity.  Any  public announcements concerning  the transaction
contemplated  by this  Agreement  shall be  jointly  planned and  simultaneously
released by  Buyers and  Sellers, and  none of  them shall  act  in this  regard
without the prior  written approval of the  others, which approval shall  not be
unreasonably withheld.

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

          13.9 List of  Schedules.   As mentioned in  this Agreement,  there are
attached hereto or delivered herewith, the following Schedules:

                                    SCHEDULES

Schedule
  No.                    Schedule Caption

 1.1(d)(i)               Addresses of U.S. Real Property
 1.1(d)(ii)              Addresses of Canadian Real Property
 1.1(e)(i)               Leased U.S. Real Property
 1.1(e)(ii)              Leased Canadian Real Property
 1.1(g)(i)               Leased U.S. Personal Property
 1.1(g)(ii)              Leased Canadian Personal Property
 1.1(h)                  Contract Rights
 1.1(i)                  Intellectual Property
 1.2(d)                  License Agreement
 1.2(f)                  Excluded Computer Hardware, Software
 1.2(h)                  Other Excluded Assets
 1.2(i)                  Excluded Receivables
 1.2(j)                  Excluded Payables
 1.3(a)                  Reimbursable Raw Material Purchase Payments
 1.3(aa)                 April Balance Sheet
 2.1(b)                  Other Retained Liabilities
 3.1(b)                  Foreign Qualifications
 3.1(d)                  Ownership Interests
 3.1(g)                  Violations or Conflicts

                                      -46-
3.1(h)                  Government Consents
 3.2(c)                  Capital Leases
 3.3                     Tax Matters
Schedule
   No.                   Schedule Caption

 3.4(b)                  Leases
 3.4(c)                  Condition of Assets
 3.6(a)                  Debt Instruments
 3.6(b)                  Contracts
 3.6(d)                  Status
 3.8                     Canadian Workers' Compensation Claims
 3.9(a)                  U.S. Employee Plans
 3.9(b)                  Canadian Employee Plans 
 3.9(c)                  Canadian Employee Plan Compliance
 3.9(h)                  U.S. Multiemployer Plans
 3.10                    Labor Relations
 3.11                    Litigation
 3.12                    Compliance With Laws and Environmental Matters
 3.13                    Bank Accounts
 3.14                    Transactions with Affiliates
 3.15                    Commissions
 4.1(c)                  Violations or Conflicts
 4.1(d)                  Government Consents
11.1(f)                  Non-Competition Agreement
13.22(a)                 Excluded Collective Bargaining Agreements
13.24                    Letters of Credit
 13.27                   Drilling and Blasting Agreement

Each of  the foregoing Schedules  is incorporated herein  by this reference  and
expressly made a part hereof.

          13.10     Expenses.  Except to  the extent otherwise provided in  this
Agreement, each of Sellers and Buyers shall bear their own expenses  incurred in
connection  with  this  Agreement  and  the  transactions  herein  contemplated,
including, but not limited to, legal and accounting fees and expenses.

          13.11     Confidentiality.   Prior  to the  Closing Date  (and  if the
Closing does not occur, for a period of five years from the date hereof), Buyers
and  Sellers (and their  respective employees,  agents, auditors,  attorneys and
other authorized representatives)  shall not, without  prior written consent  of
the party  divulging information under  this Agreement (the  "Divulging Party"),
communicate or divulge  to any person  or entity  or use for  their benefit  any
information (other than information otherwise available  or which becomes public
other  than as  a  result of  their  action)  concerning the  Divulging  Party's
financial  condition or  business,  or  concerning  any  marketing  information,
equipment,  methods, research, clients, contracts, suppliers, customers or other
data  of  or  relating to  the  Divulging  Party or  other  confidential matters
possessed, owned or  used by such Divulging  Party that may be  communicated to,
acquired by  or  learned by  them.    All correspondence,  records,  files,  tax
returns, financial  statements and other  data relating to such  Divulging Party
which shall come into the possession of Buyers or Sellers, as the case may be, 

                                      -47-
shall remain  the sole property of such Divulging Party pending the consummation
of  the  transactions contemplated  hereby.   If  the  transactions contemplated
hereby are not consummated for any reason, then Buyers and  Sellers, as the case
may be,  shall return  all of  the foregoing  material to  the Divulging  Party,
together with any and all copies thereof made.  The terms of the Confidentiality
Agreement  dated January 28, 1994 are incorporated herein by reference and shall
specifically survive the execution of this Agreement.

          13.12     Survival.  Subject  to the provisions of  Section 12.2(d) of
this  Agreement, all  of  the  terms,  covenants,  warranties,  representations,
conditions, indemnity  obligations and other provisions of  this Agreement shall
survive and continue to remain in full force and effect after the Closing.

          13.13     Entire Agreement; Law  Governing.   Except as  set forth  in
Section 13.11 hereof, all prior  negotiations and agreements between the parties
hereto  are superseded  by this  Agreement,  and there  are no  representations,
warranties, understandings or  agreements other than  those expressly set  forth
herein  or  in an  Exhibit  or  Schedule delivered  pursuant  hereto, except  as
modified in writing concurrently herewith  or subsequent hereto.  This Agreement
shall be governed  by and construed  and interpreted  according to the  internal
laws of the  State of Delaware, determined without reference to conflicts of law
principles.

          13.14     No  Third-Party Rights.  This Agreement  is not intended and
shall not be construed to create any rights in any persons other than Buyers and
Sellers,  and no  person  shall  assert any  rights  as third-party  beneficiary
hereunder.
          13.15     Independent Investigation.  Buyers represent that  they have
performed their  own independent investigation  of the Business, the  Assets and
the  Assumed   Liabilities,  and   Buyers  acknowledge   that  they   and  their
representatives have been  permitted full and complete  access to the books  and
records,   facilities,  equipment,   returns,  contracts,  policies   and  other
information pertaining to  the Business, the Assets and  the Assumed Liabilities
which they and their representatives have desired or requested to see or review,
and that they and their representatives have had a full opportunity to meet with
representatives of Sellers  to discuss the Business, the Assets  and the Assumed
Liabilities.   Buyers  represent that  they  or their  representatives have  the
knowledge and ability to have conducted a full and complete investigation of the
Business, the Assets and the Assumed Liabilities and to fully evaluate the same.

          13.16     Sellers'  Representations  and  Warranties.    Each  of  the
representations  and warranties  of Sellers  made  in this  Agreement is  hereby
qualified by reference  to the possible adverse  effects on the Business  and on
the Sellers' relationships  with customers, suppliers, employees,  creditors and
others which may  result from the disclosure to  employees, customers, suppliers
and  creditors,  and the  Closing,  of  the  transactions contemplated  by  this
Agreement.  A disclosure in any particular representation, warranty, schedule or
exhibit  hereunder will constitute  disclosure under each  other representation,
warranty, schedule or exhibit pertaining to similar or overlapping matters.

                                      -48-
13.17     Records of  Sellers.   Following Closing,  Sellers agree  to
permit Buyers  and their  representatives to  inspect the books  and records  of
Sellers and to make copies of  the same insofar as they relate to  the Assets or
the  Assumed Liabilities  during regular  business hours  and at  no expense  to
Sellers  in order  for Buyers  and  such representatives  to obtain  information
relevant  to Buyers'  tax returns,  third party  claims or  litigation involving
Buyer,  or as otherwise reasonably required for the conduct of Buyers' business.
Sellers agree to maintain  such books and records insofar as they  relate to the
Assets or Assumed  Liabilities for a period  of not less than  seven years after
the Closing Date.

          13.18     Records of  Buyer.  Prior  to and following  Closing, Buyers
agree  to permit  Sellers and  their representatives  to  inspect the  books and
records of Buyers  included in the  Assets and Assumed  Liabilities and to  make
copies of  the same during regular business hours and  at no expense to Buyer in
order for  Sellers and  such representatives to  obtain information  relevant to
Sellers' tax returns, third party claims or litigation involving Sellers,  or as
otherwise reasonably  required for the  conduct of Sellers' Businesses.   Buyers
agree to maintain such  books and records insofar  as they relate to the  Assets
and the Assumed Liabilities  for a period of not less than seven years after the
Closing  Date.    Buyers  agree  to  cooperate  fully  with  Sellers  and  their
representatives in any  and all claim and litigation  matters including, without
limitation,  certain litigation  by GRC  against  Adience Inc.  in the  Court of
Common  Pleas  in  Allegheny  County,  Pennsylvania, and  by  GRC  against  Wehr
Corporation in  the  Supreme  Court  of  Canada, and  to  make  their  employees
(including former employees of Sellers  hired by Buyers) available for testimony
and   counsel  regarding  claim   and  litigation  matters   including,  without
limitation, all asbestos matters.

          13.19     Termination.

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

               (i)  at  the election of Buyers in the circumstances contemplated
     in Section 7.3;

               (ii) at  the  election  of  Buyers if  any  one  or  more  of the
     conditions set forth in Article  9 to their obligation to proceed with  the
     Closing has not be fulfilled on or before the Closing Date;

               (iii)     at the  election of Sellers if  any one or more  of the
     conditions set forth  in Article  10 to  their obligation  to proceed  with
     Closing has not been fulfilled on or before the Closing Date;

               (iv) at the election of Buyers or Sellers if any legal proceeding
     is commenced or  threatened by any governmental  or regulatory authority or
     other  person  (other  than  Buyers   or  Sellers)  directed  against   the
     consummation  of the Closing and either Buyers or  Sellers, as the case may
     be,  reasonably and  in good faith  deem it  impractical or  inadvisable to
     proceed in  view of  such legal proceeding or  threat thereof,  taking into
     account the potential expense and delay likely to be involved;

                                      -49-
(v)  at  any time  on or  prior to  the Closing  Date,  by mutual
     written consent of Buyers and Sellers; or

               (vi) at the  election of  Buyers or Sellers,  if Closing  has not
     occurred on or prior to August 31, 1994.

If this  Agreement so  terminates, it  shall become  null and void  and have  no
further force and effect, except as provided in Section 13.19(b), and except for
Section 13.11 which shall survive termination.

               (b)  If this Agreement is validly terminated pursuant to Sections
13.19(a)(i), (iv), (v) or (vi), and the transactions contemplated hereby are not
consummated  as described  above, this  Agreement shall  become void  and of  no
further force and effect, and neither party shall have any claim or liability to
the other  party  for  any  damages,  costs or  expenses  paid  or  incurred  in
connection with this Agreement or the transactions contemplated hereby.  If this
Agreement is validly terminated pursuant  to Sections 13.19(a)(ii) or (iii), and
the transactions  contemplated hereby are  not consummated  as described  above,
then this  Agreement shall become void and  of no further force  and effect, and
the terminating  party shall have  a claim  for liquidated  damages against  the
other party  in  an aggregate  amount not  to exceed  the  reasonable costs  and
expenses actually  paid or incurred to third parties  to the date of termination
in connection with the transactions contemplated hereby; provided, however, that
if  such termination  results  from a  failure  of any  condition  set forth  in
Sections 9.4,  9.7, 10.3 or  10.5, then  neither party shall  have any  claim or
liability to the other party for any damages, costs or expenses paid or incurred
in connection with  this Agreement or the transactions  contemplated hereby, and
provided further that  if Buyers terminate pursuant to Section 13.19(a)(ii) as a
result of Seller's failure to comply with Sections 9.1, 9.2, 9.3 and 9.6 of this
Agreement due  to reasons within  Sellers' reasonable control and  Sellers enter
into a  definitive agreement to sell the Business, either  in the form of a sale
of assets or  stock or  a merger  of other acquisition  transactions within  six
months of  such termination, the liquidated damages payable by Sellers to Buyers
shall be  the greater  of $1,000,000 or  twice Buyer's  reasonable out-of-pocket
expenses actually paid to  third parties or incurred to the  date of termination
of this Agreement in connection with the transactions contemplated hereby.  This
Agreement may  not be  terminated by  either party  except as  provided in  this
Section 13.19.  Neither  party shall have  any liability to  the other party  in
respect of a valid termination of this  Agreement except to the extent set forth
in this Section 13.19, and the parties hereby expressly waive any other legal or
equitable rights, remedies or causes of action.

          13.20     Casualty Loss.    Notwithstanding  anything  herein  to  the
contrary, Buyer shall not  have the right to terminate this  Agreement and there
shall be  no adjustment  in  the Purchase  Price if  any Assets  located at  the
Sellers' plant  locations in Warren,  Ohio, Hitchins, Kentucky, Troup,  Texas or
Rockdale, Illinois and as reflected in the April Balance Sheet are lost, damaged
or destroyed from  May 1, 1994 to the Closing Date,  provided, however, that, if
the Closing occurs, Buyers  shall be entitled to receive  any insurance proceeds
paid with  respect to  such loss,  damage or  destruction, and  Buyers shall  be
responsible for any deductible or co-pay amount with respect thereto.  For all 

                                      -50-
other  lost,  damaged or  destroyed  Assets,  Buyers  shall  have the  right  to
terminate this  Agreement  to the  extent such  loss, damage  or destruction  of
Assets constitutes a Material Adverse Change.

          13.21     Employees.  To the extent Buyers do not hire any employee of
Sellers  except those  salaried employees  located in  Sellers' Bala  Cynwyd and
Audubon, Pennsylvania  offices, Buyers shall indemnify and hold harmless Sellers
on account  of  any claims  of  such employee  or  applicable U.S.  or  Canadian
governmental  authorities for  termination  and/or severance  benefits, wrongful
discharge  and other  claims arising from  the termination of  the employment of
such  employees, whether  under United  States or  Canadian law.    In addition,
Buyers shall be  responsible for, and shall indemnify and  hold Sellers harmless
from, any and all claims,  other than those specifically provided for  elsewhere
in  this Agreement,  by any  employee  who accepts  Buyers' bona  fide  offer of
employment, arising out of or relating to  events taking place after the date of
their employment by Buyers, whether arising under United States or Canadian law,
provided that  the Buyers shall not assume liability  for claims made in respect
of  any person who was not employed by  Sellers as of the date of Closing unless
such   claims  or  potential  claims  directly   result  from  the  transactions
contemplated by this Agreement or have been disclosed by Sellers and accrued for
in the April Balance Sheet.  Buyers  shall provide health insurance coverage for
all employees  hired by  Buyers beginning  on the  date of  their employment  by
Buyers, consistent with  the coverage provided by Buyers or  their affiliates to
current employees.

          13.22     Collective Bargaining Agreements.

               (a)  U.S. Agreements.  U.S. Buyer shall not adopt  the collective
bargaining agreements of  U.S. Sellers that are  set forth on Schedule  13.22(a)
annexed hereto.   U.S. Buyer  shall adopt,  effective on the  Closing Date,  the
collective bargaining agreement and U.S.  Employee Plans listed below, evidenced
by delivery to  Sellers of certified copies  of U.S. Buyer's Board  of Directors
action and plan documents or amendments in form satisfactory to Sellers:

          Labor  Agreement by  and  between  General  Refractories  Company  and
          International Brotherhood of Teamsters, Chauffeurs, Warehousemen,  and
          Helpers of America,  A.F.L.-C.I.O., Local Union Number 294  (Troy, New
          York warehouse)

          General Refractories Company - The  Aluminum, Brick and Glass  Workers
          International Union Pension Plan (002)

          General  Refractories Company  - The  United  Steelworkers of  America
          A.F.L.-C.I.O.-C.L.C.   Retirement   Pension  Plan   for   Non-Salaried
          Employees (005)

          General Refractories Company Hourly Employees Pension Plan (015)

          General  Refractories Company  and GR  Amtec  Systems Group  Insurance
          Plans for non-salaried employees (505, 507, 509, 512, 513 and 515).

                                      -51-
(b)  Effective  on the  Closing Date,  Canadian  Buyer shall  (i)
accept and be  bound by the terms of the collective agreement between GRC-Canada
and The United Steelworkers of America, Local 14857 (the "Canadian Union")  as a
successor  employer  under   such  collective  agreement  and  (ii)  assume  all
obligations and  liabilities of GRC-Canada  under the pension  agreement between
GRC-Canada and the Canadian Union; with respect to clause (ii) above, GRC-Canada
shall transfer  and assign to  Canadian Buyer, and Canadian  Buyer shall assume,
all rights, assets and/or funding  agreements relating to such pension agreement
and the pension plan maintained pursuant thereto.

          13.23     Employee Benefits.

               (a)  Salaried Employees Pension  Plan.  Effective on  the Closing
Date, Canadian Buyer  shall adopt all obligations and  liabilities of GRC-Canada
under the retirement pension plan for salaried employees of GRC-Canada, and GRC-
Canada shall  transfer and assign  to Canadian  Buyer all rights,  assets and/or
funding agreements relating to such pension plan.

               (b)  401(k)  Plan.   The  portion  of  the  General  Refractories
Company  Tax-Sheltered Savings Plan (the "U.S.  Sellers' Savings Plan") relating
to employees and former employees of U.S. Sellers and the Business, except those
employees located  in Sellers'  Bala Cynwyd  and Audubon, Pennsylvania  offices,
shall  be spun off  as a separate  plan (the "U.S. Buyer's  Savings Plan") which
shall be adopted by  and maintained by U.S. Buyer.  Promptly  after the Closing,
U.S. Buyer shall enter  into a funding agreement with respect  to the U.S. Buyer
Savings  Plan,  and shall  furnish  to  U.S. Sellers  certified  copies of  such
agreement and of U.S. Buyer Savings Plan and asset transfer instructions.   U.S.
Sellers  shall  cause the  assets  credited  to the  U.S.  Sellers'  Saving Plan
accounts of employees and former employees  of U.S. Sellers and the Business  to
be transferred in kind and/or  in cash to the funding agent for the U.S. Buyer's
Savings  Plan.  U.S.  Buyer agrees to submit  on a timely  basis to the Internal
Revenue  Service an  application  for  determination with  respect  to the  tax-
qualified status of the U.S. Buyer Savings Plan.

               (c)  Health Benefit Plan.  The General Refractories Company Group
Insurance Plan  for Salaried Employees  shall retain any  liability for (i)  all
claims submitted by employees to Massachusetts Mutual Insurance Company prior to
the Closing  Date, (ii)  all continuation coverage  under part 6  of Title  I of
ERISA  for employees of the Business and Sellers  who are not employed by Buyers
("COBRA Coverage") and  (iii) the terminal liability under  the plan, consisting
of liability with respect to all  claims submitted by employees of the  Business
and Sellers  arising prior to Closing Date, and  (iv) all coverage for employees
or former employees of  the Business and Sellers who are  retired or permanently
disabled on  the Closing Date  (on behalf  of themselves and  their dependents),
whether  relating to treatment  before or after the  Closing Date, in accordance
with the terms  of the plan  and shall cause  the plan to  pay such benefits  in
accordance with its terms.  Buyers  shall assume no liability therefor.   Buyers
shall assume under Buyers' health plan only the liability with respect to claims
from  and  after the  Closing Date  submitted  by employees  of Sellers  and the
Business who are employed by Buyers.

                                      -52-
(d)  Severance   Pay.    Buyers  shall  be  responsible  for  any
termination  and/or severance  payment  to  which each  employee  of Sellers  is
entitled under Sellers' severance pay policies or under applicable United States
or Canadian law pursuant to Section 13.21 of this Agreement, except with respect
to  those  employees  of  Sellers  located  in  the  Bala  Cynwyd  and  Audubon,
Pennsylvania offices,  provided that the  Buyers shall not assume  liability for
claims made in respect of any  person who was not employed by Sellers  as of the
Closing  Date unless such  claims or potential  claims directly result  from the
transactions contemplated  by this Agreement  or have been disclosed  by Sellers
and accrued for in the April Balance Sheet.

               (e)  Assumed  Plans.   From and  after the  Closing  Date, Buyers
shall have full  responsibility for operation  of the plans adopted  pursuant to
Sections 13.22 and 13.23,  including making all contributions accrued  as of and
after the Closing  Date, and all reporting and disclosure requirements that come
due  after 1993  whether  relating to  periods before  1994 or  after 1993.   In
addition, with respect to all of Sellers' collective bargaining agreements which
are not  adopted by Buyers  as identified  on Schedule  13.22(a) hereto,  Buyers
shall indemnify, defend and hold Sellers  harmless from and against any and  all
claims,  damages, losses,  liabilities, costs  and  expenses including,  without
limitation,  legal and  other expenses,  that  Sellers or  their affiliates  may
suffer,  sustain, incur or become  subject to arising out of  or with respect to
the  determination  of  Buyers  not  to adopt  any  such  collective  bargaining
agreement, and Buyers shall assume in the first instance the defense  of and all
related  legal costs and expenses  of any such  claims that may  be made against
Sellers and their affiliates.

               (f)  Vacation  Pay.   Buyers shall  be responsible for  and shall
indemnify and  hold Seller harmless for all pay  for vacation time earned before
the Closing  Date but taken  on or after  the Closing  Date by employees  of the
Business and Sellers employed by Buyers.

               (g)  Cooperation.  Sellers  and Buyers agree to cooperate in good
faith in  taking such  action, or  causing such  action to  be taken,  including
fulfilling  all  legal and  regulatory  obligations  of  the parties  and  their
respective  affiliates, to  give  effect  to the  foregoing  provisions of  this
Section.

          13.24     Letters of Credit  and Promissory  Notes.   At the  Closing,
Buyers shall, with respect to all letters of credit and related promissory notes
and other obligations listed on Schedule 13.24 hereto which relate to the Assets
or the Assumed  Liabilities to be  acquired by such  Buyers together with  other
similar letters of credit and related promissory notes and obligations as may be
incurred by Sellers  in the ordinary course  of business to the  Closing Date in
connection  with such  Assets or  such Assumed  Liabilities, substitute  its own
letters of  credit and related  promissory notes and other  obligations therefor
and obtain at such time consent of the  holder thereof to the release of Sellers
from any  obligations with  respect thereto; provided,  however, that if  any of
such obligations are required by law to  be continued after the Closing Date and
the  obligee  thereof  will  not  permit  such  Buyers  to  substitute  its  own
obligations therefor,  or such  Buyers are  unable to  obtain the  consent of  a
holder thereof as set forth above, then such Buyers shall indemnify, defend and 

                                      -53-
hold  Sellers harmless  from and  against any and  all claims,  damages, losses,
liabilities,  costs and expenses, including, without limitation, legal and other
expenses, that Sellers or their affiliates  may suffer, sustain, incur or become
subject to  with respect to  such continuing obligations; and  provided further,
that if Sellers receive  any bills or invoices for payments  due with respect to
any such letters of  credit and related  promissory notes or other  obligations,
including,  without limitation, with  respect to workers'  compensation matters,
and  regardless of whether  such Buyers shall  have posted their  own letters of
credit, promissory notes or other obligations therefor, Sellers shall submit the
same  to such Buyers, and such Buyers agree  to pay such bills and invoices upon
receipt.

          13.25     No Tax  Representations.  Sellers  and Buyers agree  that no
representation or  warranty has been made by them as  to the tax consequences of
the transactions contemplated by this Agreement or the results of the allocation
of the amount of, or the consideration comprising, the Purchase Price, that each
is  engaging separate counsel  with respect to  such tax consequences,  and that
each is assuming its own respective income tax liability, if any, arising out of
this Agreement or the consummation of the transactions contemplated hereunder.

          13.26     Investigation Claims.   Buyers  shall indemnify,  defend and
hold  Sellers harmless  from and against  any and  all claims,  damages, losses,
liabilities, costs and  expenses including, without limitation, legal  and other
expenses that Sellers or their affiliates  may suffer, sustain, incur or  become
subject to arising out of or with  respect to any injuries sustained or  claimed
to  have  been sustained  by  any  of Buyers'  or  their  respective affiliates'
employees, representatives, agents or retained third parties, during the  course
or  as a  result of  Buyers'  or their  respective affiliates'  investigation of
Sellers and the Business, Assets and Assumed Liabilities.

          13.27     Drilling and Blasting  Services.  After the  Closing, Buyers
agree to provide drilling and blasting services to Sellers pursuant to the terms
and conditions of the Drilling and Blasting Agreement annexed hereto as Schedule
13.27.

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

                       BUYERS:

                       GENERAL ACQUISITION CORPORATION

                       By:           /s/ Paul F. Hummer           
                           Chairman and Chief Executive Officer    

                       1086215 ONTARIO INC.

                       By:           /s/ Paul F. Hummer           
                           Chairman and Chief Executive Officer    

                                      -54-
JOINDER BY
                           A.P. GREEN INDUSTRIES, INC.

     The  undersigned, A.P.  Green  Industries,  Inc.,  a  Delaware  corporation
("Green"), as an inducement to the execution and delivery of the foregoing Asset
Acquisition Agreement (the "Agreement") by General Refractories Company, General
Refractories Company of Ohio, General  Refractories Co. of Canada Ltd., Mapleton
Development,  Inc.   Dynamic  Products   Corporation  and   GRE  Holding,   Inc.
("Sellers"), and  intending  to  be  legally bound  hereby,  hereby  represents,
warrants  and covenants  as follows  (and, for  purposes hereof, all  terms used
herein with initial capital letters and defined  in the Agreement shall have the
definitions contained in the Agreement):

     1.   Green  is a  corporation duly  formed,  validly existing  and in  good
standing under the  laws of Delaware, and is duly qualified and in good standing
as a foreign  corporation authorized to transact  business and to own  and lease
property in each jurisdiction in which, by reason of the nature of the  business
conducted by  it or the character or location  of the properties owned or leased
by it, the  failure to so qualify  would have a  material adverse effect on  the
business or assets of Green.

     2.   The  execution  and  delivery  of   this  Joinder  by  Green  and  the
performance by Green of the obligations set forth in this Joinder have been duly
and validly authorized  by all necessary corporate action.  Green has the right,
power  and authority to  enter into and  perform this Joinder,  and this Joinder
constitutes  the  valid and  legally  binding obligation  of  Green, enforceable
against Green in accordance with its terms.

     3.   The execution, delivery and performance  of this Joinder by Green will
not contravene any provision of Green's articles of incorporation or by-laws and
will not  result in a breach of, or constitute a default under, any agreement or
other document to  which Green is  a party or  by which Green  is bound, or  any
decree,  order or rule of any  court or governmental agency  or any provision of
applicable law which is binding on Green.

     4.   Except as may  be specified in the Agreement,  no consent by, approval
or authorization of  or filing, registration or qualification  with any federal,
state or local authority,  or any corporation, person or other entity (including
any party  to  any  contract  or  agreement with  Green)  is  required  for  the
execution,  delivery or performance  of this Joinder  by Green  or in connection
with the performance of Green's obligations hereunder.

     5.   Prior  to the  completion of  the Closing  under the  Agreement, Green
hereby unconditionally  guarantees the  obligations of  its affiliates,  General
Acquisition Corporation and 1086215 Ontario Inc. ("Buyers"), as buyers under the
Agreement.   Upon completion  of the Closing,  and the performance  by Buyers of
their obligations required to be performed under  the Agreement on or before the
Closing Date, this Paragraph 5 and the obligations of Green under this Paragraph
5 and this Joinder shall terminate and be of no further force and effect.

                                      -55-
Intending to be legally bound hereby, the undersigned has duly executed and
delivered this Joinder this 11th day of July, 1994.

                    A.P. GREEN INDUSTRIES, INC.

                    By:     /s/ Paul F. Hummer
                    Title:  Chairman of the Board, President
                              and Chief Executive Officer

                                      -56-
SELLERS:

                       GENERAL REFRACTORIES COMPANY

                       By:  /s/ Raymond G. Perelman
                                  Chairman

                       GENERAL REFRACTORIES COMPANY OF OHIO

                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          

                       GENERAL REFRACTORIES CO. OF CANADA LTD.

                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          

                       MAPLETON DEVELOPMENT, INC.

                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          

                       GRE HOLDING INC.

                       By:  /s/ Raymond G. Perelman
                                  Chairman
                          

                       DYNAMIC PRODUCTS CORPORATION

                       By:  /s/ Raymond G. Perelman
                                  Chairman

                                      -57-
Exhibit 10.1

                             NOTE PURCHASE AGREEMENT

          THIS NOTE PURCHASE  AGREEMENT is made as  of July 29, 1994  among A.P.
GREEN INDUSTRIES, INC., a Delaware  corporation (the "Company"), APG Lime Corp.,
a Delaware corporation ("Lime Corp"),  A.P. Green Refractories (Canada), Ltd., a
corporation existing  under the  laws  of Canada  ("Canada Refractories"),  A.P.
Green Refractories Limited (United  Kingdom), a corporation organized under  the
laws of  the United  Kingdom ("U.K.  Refractories"), Detrick  Refractory Fibers,
Inc.,  a Mississippi corporation ("Detrick"), General Acquisition Corporation, a
Delaware  corporation  ("Acquisition   Corp.")  and  1086215  Ontario   Inc.,  a
corporation  organized  under  the  laws  of the  province  of  Ontario,  Canada
("Ontario Inc."),  (as to  Lime Corp.,  Canada Refractories, U.K.  Refractories,
Detrick,  Acquisition  Corp.  and  Ontario   Inc.,  the  "Guarantors")  and  the
purchasers set forth in Schedule I (the "Purchasers").  In consideration  of the
agreements contained herein, and for  other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree:

          Section 1.  Notes; Payments.

          1.1   Issuance.  The  Company will authorize the issuance  and sale of
$25,000,000 in  aggregate principal  amount of its  senior unsecured  notes (the
"Notes")  due as provided in  Section 1.2(a).  The Notes  shall bear interest at
the rate of  8.55% per annum; provided,  however, that if the  initial rating on
the Notes from  the National Association of Insurance  Commissioners ("NAIC") is
below "2", the Notes shall bear  interest through July 29, 1996, at 9.55%;  and,
provided  further, regardless of  the initial NAIC  rating on the  Notes, at any
time after the issuance of the Notes that the NAIC rating on  the Notes is below
"2", the Notes  shall bear interest  at 9.55%.  Interest  on the Notes  shall be
payable semi-annually as provided in Section 1.2(a).  The Notes  shall be in the
form of Exhibit 1.1.   Interest on the Notes shall be computed on the basis of a
360-day  year  of twelve  30-day  months.   Interest  on  any overdue  principal
(including any overdue  prepayment of principal); on the  Make-Whole Premium, if
any;  to  the extent  permitted by  applicable  law, on  any unpaid  and overdue
interest; and on other Obligations shall be paid at the rate per annum 2%  above
the otherwise applicable rate.

          1.2   Payments; Prepayments.

                (a)   Regular Payments.  Commencing on July 29, 1996 the Company
          shall make  annual payments of principal with  respect to the Notes in
          accordance with the amortization schedule  attached to each Note.  The
          Company shall make  its final payment of principal with respect to the
          Notes on July 29, 2001.   Commencing on January 29, 1995, the  Company
          shall make semiannual payments, in arrears, of all accrued interest on
          January 29 and July 29 of each year.  All payments and prepayments of 

                                       -1-
principal, interest and  Make-Whole Premium, if any, shall  be made in
          immediately available  funds on  the date  specified therefor  (or, if
          such day  is not  a Business  Day, on  the  succeeding Business  Day),
          before  12:00  noon,  New  York  time, and  to  the  account  of  each
          Noteholder, respectively,  as set forth  in Schedule I, or  such other
          account as each Noteholder may designate in writing from time to time.
          The Company shall give each Noteholder  contemporaneous notice of each
          payment made to such Noteholder, such notice to be made to the address
          indicated on Schedule I,  or such other address as each Noteholder may
          designate in writing  from time to time.   All such payments  shall be
          made, without  setoff or counterclaim  and without reduction  for, and
          free  from, any  and all  present  or future  taxes, levies,  imposts,
          duties,  fees,  charges,  deductions,  withholdings,  restrictions  or
          conditions of  any nature imposed  by any government or  any political
          subdivision  or  taxing  authority thereof  (but  excluding  any taxes
          measured by the overall net income of any Noteholder).

                (b)   Optional Prepayments.   On any interest payment  date, the
          Company may prepay, in full or in part, the Notes; provided, that such
          prepayment is  accompanied by payment  of all accrued interest  to the
          date of prepayment and a Make-Whole  Premium, if any, determined as of
          the  date of the  prepayment; and provided  further, that  in no event
          shall such  prepayment be less  than the principal being  prepaid plus
          all  accrued interest  to the  date of  prepayment.   Prepayments with
          respect  to  fewer  than  all  holders are  not  permitted.    Partial
          prepayments shall  be made  pro rata  to all  holders of  Notes.   The
          Company shall give notice to each Noteholder at least 30 days, but not
          more than 60 days, prior to the intended prepayment date.  Such notice
          shall specify the prepayment date, and, as to each Note being prepaid,
          the outstanding principal amount thereof, the accrued interest thereon
          (through  the  scheduled  prepayment  date)  and  an  estimate  of the
          applicable Make-Whole Premium due in respect of such prepayment.  Such
          notice  shall  contain such  data  and  detailed calculations  as  are
          necessary  to  confirm  the computation  of  the  estimated Make-Whole
          Premium  set forth  therein.   The  amount of  the Make-Whole  Premium
          actually paid shall  be adjusted from the foregoing  estimate based on
          the most recent information available as of  the day prior to the date
          of prepayment as required  by Section 11.39.  On the day  prior to the
          date of prepayment,  the Company shall give to  each Noteholder notice
          of the actual amount of Make-Whole Premium.  Such notice shall contain
          such data  and detailed calculations  as are necessary to  confirm the
          computation of the actual Make-Whole Premium contained therein.  Any 

                                       -2-
partial  prepayments under this  Agreement applied to  the Notes shall
          reduce in  inverse order of maturity all  remaining scheduled payments
          of  principal,  pro  rata  to  all  holders  of  Notes to  which  such
          prepayment applied.

                (c)   Note Purchases.  The Company will not, and will not permit
          any Subsidiary  or Affiliate  to, acquire, directly  or indirectly  by
          purchase or  prepayment or  otherwise, any  of the outstanding  Notes,
          except in accordance with the terms of this Agreement and the Notes.

                (d)   Contingent Prepayments  Upon Change  of Control.   In  the
          event of the occurrence of a Change of Control, the Company shall give
          prompt written  notice thereof to  each Noteholder by  registered mail
          and shall  confirm  such notice  by  prompt telephonic  advice,  which
          notice shall  contain a written,  irrevocable offer by the  Company to
          prepay, on a  date specified in such  notice (which date shall  be not
          less than 30 days  and not more  than 60 days after  the date of  such
          notice), the Notes held by such Noteholder  in full (and not in part).
          Upon the  acceptance of such  offer by  such Noteholder mailed  to the
          Company at least 10 days prior to the date of prepayment  specified in
          the Company's  offer, such prepayment  shall be made at  the principal
          amount  of the Notes so  prepaid, plus accrued  and unpaid interest on
          the  Notes, plus a  Make-Whole Premium.   Any offer by  the Company to
          prepay the Notes pursuant to  this Section 1.2(d) shall be accompanied
          by  an Officers'  Certificate certifying  that the conditions  of this
          Section 1.2(d) have  been fulfilled and specifying  the particulars of
          such fulfillment.   If  the Noteholders shall  accept such  offer, the
          principal  amount of  such Notes shall  become due and  payable on the
          date specified in such offer.  In the event that there shall have been
          a  partial prepayment  of  the  Notes under  this  Section 1.2(d)  the
          Company shall promptly  give notice to the  Noteholders accompanied by
          an Officer's Certificate setting forth the principal amount of each of
          the Notes  that was prepaid  and specifying how  each such amount  was
          determined, and if some but not all of the Notes were prepaid, setting
          forth  the reduced  amount  of  each  required  prepayment  thereafter
          becoming due with respect to the Notes under Section 1.2(a).

          1.3   Registration.    The  Company shall  maintain  at  its principal
office a  register with respect  to ownership and  transfers of the Notes.   The
Company  may in  good  faith rely  on the  register  for the  purpose of  making
payments on the  Notes and for all  other purposes related to  actions taken and
notices given in respect of the Notes.  For purposes of this Agreement,  the 

                                       -3-
Person  in whose name a Note  is registered shall be  deemed the "holder" of the
Note and a Noteholder hereunder.

          1.4   Transfer or Exchange.  Upon written request of the holder of any
Note and the surrender of such Note for transfer or exchange, the Company shall,
without charge:  (a) issue  a new  Note or  Notes  in respect  thereof, in  such
denominations as may  be requested by the  holder to equal the  unpaid principal
balance of the  Note surrendered, and made payable to the holder, its nominee(s)
or the transferee, as  requested by the holder, provided that the holder may not
request a new Note in a  denomination less than $500,000 or, if  the outstanding
principal  of such Note is  less than $500,000, in a  denomination less than the
outstanding principal amount of such Note; and (b) register such new  Note(s) in
the  name of the party to whom it is  made payable.  Any transferee shall by its
acceptance of a Note make for the benefit of the Company the representations set
forth in Sections 2.2(a)  and (b) hereof and, furthermore, a representation that
the transfer will not require the Notes or any portion thereof to be  registered
under the  '33 Act.  New Notes  shall be of like tenor  to the Notes surrendered
therefor and shall be  dated the date to which interest was last  paid, or if no
interest has been paid, July 29, 1994, so that there is no loss of interest with
respect thereto.  Upon the request of any Noteholder, the Company shall, without
charge,  provide  such data  as  may  be  reasonably  necessary to  enable  such
Noteholder, upon a transfer  of any Note, to  comply with Rule 144A (or  similar
safe harbor  provision) of the  Securities and Exchange  Commission.   Such data
shall be provided within 15 days after request by the Noteholder.

          1.5   Replacement.  In the  case of the loss, theft, or destruction of
any Note, the holder thereof shall be entitled, without charge, to a replacement
Note by delivering to the Company the affidavit  of a responsible officer of the
holder,  testifying that  the  Note  has  been lost,  stolen  or  destroyed,  as
applicable,  and an  unsecured indemnity  agreement  with respect  to the  lost,
stolen or destroyed Note.  In the case of the mutilation of any Note, the holder
thereof shall be  entitled, without charge, to a replacement  Note by delivering
to the Company such mutilated Note along with a written request for replacement.
Replacement Notes shall be issued in the  amount of the unpaid principal balance
of the original Notes, shall be of like tenor to the original Notes and shall be
dated the date to which interest was last paid, or if no interest has been paid,
July 29, 1994, so that there is no loss of interest with respect thereto.

          1.6   Payments.   All payments  due under the  Notes or on  any of the
other Obligations  shall be  made  without tender  of the  Notes in  immediately
available funds by  federal wire transfer in  lawful money of the  United States
before 12:00 noon, New York time, on the due date therefor to the account of the

                                       -4-
respective holder  as set  forth on the  attached Schedule  I or  at such  other
account as the holder may designate in writing from time to time.

          Section 2.  Sale and Purchase of Notes.

          2.1   Agreement.    The Company  agrees  to  issue  and sell  to  each
Purchaser, and each Purchaser agrees to purchase from the Company, Notes  in the
principal amount set forth  in Schedule I with  respect to such Purchaser.   The
purchase price for the Notes shall be 100% of the principal amount thereof.

          2.2   Purchasers' Representations.   Each Purchaser hereby  represents
and warrants, as to itself, that:

                (a)   Purchase  for Investment.  The Purchaser is purchasing the
          Notes  for  its own  account  or for  one  or  more separate  accounts
          maintained by it, in each case  for investment and not with a  view to
          distributing or selling any  of the Notes; provided,  that disposition
          of the  Notes  shall  at  all  times be  within  the  control  of  the
          Purchaser.

                (b)   Source  of  Funds.   As  to  such  Purchaser, one  of  the
          following applies:

                      (i)   no part of its  purchase of Notes hereunder will  be
                made out  of any  trust fund held  by it  in which  any employee
                benefit  plan has  any  interest  or, if  such  Purchaser is  an
                insurance  company,  will be  made  out  of  the assets  of  any
                separate  account maintained by it in which any employee benefit
                plan has any  interest, unless the funds used  by such Purchaser
                to purchase such Notes are assets of a governmental plan; or

                      (ii)  if  any part  of the purchase  by such  Purchaser of
                such Notes hereunder may be made  out of any such trust fund  or
                separate   account,  either  (1)  such  separate  account  is  a
                "guaranteed contract separate account"  subject to the exception
                contained in 29 C.F.R. 2510.3-101, or (2) such trust fund is and
                will remain (for so long as it holds such Notes) entitled to the
                exemptions provided  by Prohibited  Transaction Class  Exemption
                91-38 issued  by the United  States Department of Labor  or such
                separate  account  is  entitled to  the  exemptions  provided by
                Prohibited Transaction Class Exemption 90-1 issued by the United
                States Department of Labor, and such Purchaser has identified to
                the Company in writing each  employee benefit plan which has any
                greater than 10%  interest in such fund or  separate account; or
                (3) such separate account contains only the assets of a specific

                                       -5-
employee benefit plan,  complete and accurate information  as to
                the identity of which it has delivered to the Company; or

                      (iii) it is a  "qualified professional  asset manager"  or
                "QPAM" (within the  meaning of Part V  of prohibited Transaction
                Class Exemption 84-14 (the "QPAM Exemption")), all of such funds
                constitute assets of an "investment fund" (within the meaning of
                Part V of the QPAM Exemption) managed by it, no employee benefit
                plan's  assets which are included  in such investment fund, when
                combined with  the assets  of all  other employee  benefit plans
                established  or  maintained  by  the  same  employer  or  by  an
                affiliate  (within the  meaning of section  V(c)(1) of  the QPAM
                Exemption)   of  such   employer  or   by   the  same   employee
                organization, exceed 20%  of the total client  assets managed by
                it,  the conditions  of  Part  I(g) of  the  QPAM Exemption  are
                satisfied, and it has disclosed  to the Issuer the names  of all
                employee  benefit  plans  whose  assets  are  included  in  such
                investment fund.

          As  used  in the  preceding  Sections  2.2(a)  and 2.2(b),  the  terms
          "separate account",  "employee benefit  plan" and  "governmental plan"
          shall have the meanings assigned to them in ERISA.

                (c)   Fees.   The  Purchaser has  not dealt  with any  broker or
          finder besides Bear, Stearns & Co. Inc. in respect  of the transaction
          contemplated hereby.

          Section 3.  Closing.  The sale and  purchase of the Notes contemplated
by Section 2 shall be consummated at a closing (the "Closing") to occur at 11:00
a.m. (Central Daylight  time) on July  29, 1994, or  such later date  as may  be
mutually agreed by the  parties.  The Closing shall take place at the offices of
Thompson & Mitchell in St. Louis,  Missouri.  At the Closing, the  Company shall
deliver to each  Purchaser the Notes  to be purchased  by such Purchaser.   Such
Notes shall be delivered to each Purchaser in the form of a single note (or such
greater number of  Notes as the  Purchaser may request)  to be purchased by  the
Purchaser, shall  be dated as  of the  date of  the Closing, and  shall be  made
payable to and  registered in the  name of that Purchaser  or its nominee(s)  as
required  by  the  Purchaser.    Upon  tender  of  delivery  of  the  Notes, and
satisfaction of the conditions  precedent set forth in Section 4, each Purchaser
shall pay to the Company, in immediately available funds, the purchase price for
the Notes  sold to such Purchaser.  Failure of the Company to tender delivery of
the  Notes  or  failure of  the  respective  person or  persons  to  satisfy any
condition precedent  in Section 4 shall, at the option  of the Purchasers or any
of them, relieve the Purchasers of all further obligations hereunder or operate 

                                       -6-
as a waiver of the Purchasers'  rights hereunder.  In such event, the Purchasers
shall also have all other rights and remedies available at law or in equity.

          Section 4.  Conditions Precedent.   The obligations of the  Purchasers
to  purchase the Notes are  subject to satisfaction  of the following conditions
precedent:

          4.1   Opinions.

                (a)   Counsel to  the Company  and Guarantors.   Each  Purchaser
          shall have received  from Thompson & Mitchell, outside  counsel to the
          Company  and  Guarantors,   a  favorable  opinion  addressed   to  the
          Purchasers,   covering  all  matters   reasonably  requested   by  the
          Purchasers  or their counsel,  including, without limitation,  the due
          and  valid  authorization,  execution and  delivery  of  the Operative
          Documents of  the  Company and  the  Guarantors, that  such  Operative
          Documents  constitute the legal, valid  and binding obligations of the
          Company  and  the  Guarantors, enforceable  in  accordance  with their
          respective terms,  and certain other  matters set forth in  Section 5.
          Such  opinion shall  be  satisfactory  in form  and  substance to  the
          Purchasers and their  counsel, and shall be substantially  in the form
          of Exhibit 4.1(a).

                (b)   Special Counsel to  the Purchasers.  Each  Purchaser shall
          have received from Dixon & Dixon Ltd., L.L.P.,  special counsel to the
          Purchasers,  a favorable opinion addressed to the Purchasers, covering
          all  matters requested  by  the  Purchasers.   Such  opinion shall  be
          satisfactory in form and substance to the Purchasers.

          4.2   Certificates.

                (a)   Corporate Certificates.  Each of the Purchasers shall have
          received:

                      (i)   a certificate dated  as of the  Closing Date of  the
                Secretary of the  Company and each Guarantor as to a copy of the
                resolutions  of  the  Board  of  Directors  of  the  Company  or
                Guarantor authorizing the execution, delivery and performance of
                its Operative  Documents, a copy  of its charter  documents, the
                absence  of any amendment thereto, the incumbency and signatures
                of the  officers of the  Company and Guarantor signing,  and the
                satisfaction  of  all  requisite  corporate  approvals  for  the
                consummation of the transactions contemplated by this Agreement;

                                       -7-
(ii)  a  certificate dated within  30 days of  the Closing
                Date from the Secretary of State of  the State of Delaware as to
                the certificate  of incorporation of  the Company  and its  good
                standing under the laws of such state; 

                      (iii) a  certificate dated within  30 days of  the Closing
                Date  from the  Secretary of  State of  the states  of Missouri,
                Alabama,  Arkansas, Louisiana, Ohio,  Oklahoma, and Texas  as to
                the good standing and qualification to do business in such state
                of the Company; and 

                      (iv)  certificates  dated within  30  days of  the Closing
                Date from the Secretaries of State of the states of organization
                and  qualification  of  each  of  the  Subsidiaries  as  to  the
                certificate  of organization or qualification to do business, as
                applicable,  of the Subsidiary  and its good  standing under the
                laws of such jurisdiction.

                (b)   Closing  Certificate.  Each  of the Purchasers  shall have
          received a certificate from  the chief financial officer  or treasurer
          of  the Company and  each Guarantor certifying that  as of the Closing
          Date, and  after giving effect to the  issuance and the application of
          proceeds  of  the Notes,  all  representations and  warranties  of the
          Company or  such Guarantor  contained in  its Operative  Documents are
          true and  correct, and that no Event of  Default or Potential Event of
          Default exists  under this  Agreement.   Such  certificate shall  also
          certify  that since  December  31,  1993 there  has  been no  Material
          Adverse Change.

          4.3   Approvals.     Any  and   all  requisite  consents,   approvals,
authorizations and  orders of,  or qualifications with,  any courts,  regulatory
authorities, or other governmental bodies that are required for the consummation
of the transactions contemplated by this Agreement shall have been obtained.

          4.4   Fees.   The Company shall  have paid the statements  rendered at
Closing for all fees and expenses of Dixon & Dixon Ltd., L.L.P., special counsel
to the  Purchasers, in respect of  negotiating and preparing this  Agreement and
the documents  contemplated hereby, rendering  the opinion set forth  in Section
4.1(b),  and  in  respect  of  otherwise  advising  the  Purchasers  as  to  the
transactions  contemplated by  this  Agreement,  and the  fees  and expenses  of
Environmental Risk, Ltd.

          4.5   Operative  Documents.  The  Operative Documents shall  have been
duly authorized,  executed and delivered and shall be  in full force and effect.
Each Purchaser's obligation  to purchase its  Note(s) is further subject  to the
condition that contemporaneously with such Purchaser's purchase, the Company  

                                       -8-
shall  issue and  sell,  and  each other  Purchaser  shall purchase,  the  Notes
identified to such other Purchasers on Schedule I.

          4.6   Legal Investment.  As of  the Closing Date, each Purchaser shall
have  determined that its purchase  of the Notes shall be  permitted by the laws
and regulations of the jurisdiction to which  it is subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
limited  investments  by  insurance  companies without  restriction  as  to  the
character of the particular investment.  

          4.7   Proceedings  and Documents.  All corporate and other proceedings
in  connection with  the transactions  contemplated  by this  Agreement and  all
documents and instruments incident to such transactions shall be satisfactory to
the Purchasers  and their counsel  and the  Purchasers shall have  received such
counterpart  originals  or certified  or  other  copies  of such  documents  and
instruments as they may reasonably request.

          4.8   Bank Financing.  The Company  shall have in place unsecured Bank
Financing on terms  and subject to documentation satisfactory  to the Purchasers
in all respects and  all conditions precedent to the initial  advance thereunder
shall have been fulfilled.

          4.9   UCC Search,  Termination  Statements.   UCC searches  as to  the
Company in  Delaware and  Missouri shall  require shall  have been delivered  to
special counsel to  the Purchasers.  UCC termination statements  with respect to
any  Liens  (including,   without  limitation,  Liens  relating   to  any  prior
financings) other than  Permitted Liens shall  have been tendered for  filing or
shall be  in the possession  of counsel to the  Company, who shall  have made an
undertaking to file the same promptly after Closing.

          4.10  Other Materials.  The Purchasers  shall have received such other
documents, certificates and information with respect to the matters contemplated
by this Agreement as they shall have reasonably requested.

          4.11  Private Placement Number.  The  Purchasers shall have received a
private placement number for the Notes from Standard & Poor's Corporation.

          4.12  Ratings.   The  Company  shall  have delivered  to  each of  the
Purchasers evidence  of ratings on  the Notes  (a) from Duff  & Phelps,  Inc. of
"BBB-" and (b) from the National Association of Insurance Commissioners ("NAIC")
provided  that the rating  from NAIC may  be delivered within  60 days after the
Closing.

          4.13  Guarantees.    Each  Subsidiary  shall  have  delivered  to  the
Purchasers its Note Guarantee.

                                       -9-
4.14  Environmental Analysis.   The Purchasers shall have  received an
environmental   analysis,  satisfactory   as  to   scope   and  conclusions   of
Environmental Risk,  Limited as to  environmental risks  of the Company  and its
Subsidiaries.

          Section 5.  Representations and Warranties.   Each of the  Company and
the Guarantors hereby  makes the following representations and  warranties as it
relates to such entity:

          5.1   Corporate  Existence.   It  is  a  corporation  duly  organized,
validly  existing and  in good standing  under the  laws of  its state  or other
jurisdiction of its  organization as shown on Section 5.1 of Schedule III and is
duly  qualified and  in good  standing  in the  states  and other  jurisdictions
identified in Section  5.1 of  Schedule III and  in every  other state or  other
jurisdiction in which  it is doing business  or engaging in activities  which in
each  case require  qualification in  such state  or other  jurisdiction, except
where the  failure to  be so  qualified or  in good  standing would  not have  a
Material Adverse Effect, and it has  full power and authority and all  necessary
licenses and  permits to  own and operate  its properties  and to  carry on  its
business.  As of the Closing Date, the Company has no Subsidiaries other than as
identified in Section 5.1 of  Schedule III.  Each  Subsidiary (and in the  event
that the  Company subsequently  forms or acquires  any additional  Subsidiary or
Subsidiaries to  the extent  permitted by this  Agreement, each  such additional
Subsidiary) is (and  will be) a corporation duly organized, validly existing and
in  good standing  under the  laws of  the state  or  other jurisdiction  of its
incorporation, is (and  will be) duly  qualified and in  good standing in  every
other state or  other jurisdiction in which it is doing  business or engaging in
activities  which require  qualification in  such  state or  other jurisdiction,
except where the failure to be so qualified or in good standing would not have a
Material Adverse  Effect, and has (or will have) full power and authority to own
and operate its properties and to carry  on its business.  The Company has  good
title  to the shares of stock it owns  in each Subsidiary, free and clear of any
Liens, and such stock is fully paid and non-assessable.

          5.2   Corporate Authority.  It has full corporate power, authority and
legal right to  execute, deliver and perform the Operative Documents to which it
is a party,  and all other  instruments and  agreements contemplated hereby  and
thereby,  and to  perform  its  obligations hereunder  and  thereunder and  such
actions have been  duly authorized by all necessary corporate action.  No notice
to or  consent, approval,  vote or  other authorization of  its shareholders  is
required  in  connection  with  its  Operative  Documents  or  the  transactions
contemplated hereby or thereby.

          5.3   No  Default.   The  execution, delivery  and performance  of its
Operative Documents will not result in the imposition of a Lien on any of its 

                                      -10-
property or that of  its Subsidiaries and are not in conflict  with or a default
under (a)  any provision  of applicable law,  rule or  regulation or  any order,
judgment or decree of any court  or other governmental agency or instrumentality
or  its certificate  of incorporation or  by-laws or  (b) the provisions  of any
indenture, contract, instrument or agreement to which it is a  party or by which
it or its Subsidiaries or any of their property may be bound.

          5.4   Validity of Agreements.  Its Operative Documents  have been duly
authorized, executed  and delivered, and its Operative  Documents constitute its
legal, valid and  binding agreements, enforceable against it  in accordance with
their  respective terms (except  to the extent  that enforcement thereof  may be
limited by any applicable bankruptcy, reorganization, moratorium or similar laws
now or hereafter in effect, or by principles of equity).

          5.5   Litigation.  Except as set forth in Section 5.5 of Schedule III,
it is  not  a party  to, nor  subject to,  any  pending lawsuit,  administrative
proceeding,  arbitration,   labor   dispute,  or   governmental  inspection   or
investigation, which could have a  material adverse effect upon the transactions
contemplated  hereby or  could result in  a Material  Adverse Change, nor  is it
aware of any  threatened lawsuit, administrative proceeding,  arbitration, labor
dispute or governmental  inspection or investigation to  which it or any  of its
Subsidiaries may become a  party or subject,  which, if instituted or  adversely
determined as to any  such entity, could have a material adverse effect upon the
transactions contemplated hereby  or could result in a  Material Adverse Change.
Neither it, its Subsidiaries, nor any  of their officers or directors have  been
temporarily  or  permanently   enjoined  or  barred  by  any   court,  tribunal,
governmental  or administrative agency or  self-regulatory body from engaging in
or continuing any conduct or practice in connection with the businesses in which
it or its Subsidiaries is engaged.  Neither it nor any of its Subsidiaries is in
default under any material order, license, demand, writ, injunction or decree of
any  court, tribunal, governmental  or administrative agency  or self-regulatory
body.  There is no continuing order, judgment or decree  of any court, tribunal,
governmental or administrative  agency or self-regulatory  body enjoining it  or
its Subsidiaries from taking or requiring them to take any action of any kind or
to which any  such entity or any of  their businesses, properties or  assets are
subject or  by which they  are bound.  It  is not aware  of any state  of facts,
circumstances, or  contemplated  events that  are  likely to  give rise  to  any
material lawsuit,  administrative  proceeding, arbitration,  labor  dispute,  or
governmental   inspection  or   investigation  involving  it   or  any   of  its
Subsidiaries.

          5.6   Compliance with Laws;   Consents.   Neither  it nor  any of  its
Subsidiaries is in violation of any laws, regulations, ordinances, rules, orders
or judicial or governmental decrees in any respect which has or could have any 

                                      -11-
material adverse effect whatsoever upon the validity or enforceability of or its
ability to perform  any of the terms of  the Operative Documents or  which is or
could result in a Material Adverse  Change.  No consent, approval, authorization
or giving  of notice to, registration with, order  of or qualification or filing
with  any court, regulatory authority or  other governmental body, or the taking
of any other action in respect of the transactions contemplated by the Operative
Documents is required by  or on behalf of its or any of its Subsidiaries, except
such  consents,  approvals,  authorizations,   notices,  registrations,  orders,
qualifications,  filings, or  other  actions  as have  been  effected, given  or
obtained.

          5.7   Defaults  Under Other  Documents.   Neither  it nor  any of  its
Subsidiaries is in  default or in violation  (nor has any event  occurred which,
with notice or lapse of time  or both, would constitute a default  or violation)
under (i) any  agreement or instrument  to which  they may be  a party or  under
which they or any of their properties may be bound and the result of which could
have  a material  adverse effect  upon the  transactions contemplated  hereby or
could result in a Material Adverse  Change, or (ii) any charter document.   Upon
the issuance of the Notes there is  no condition or event in effect which  would
constitute an Event of Default or Potential Event of Default hereunder.

          5.8   Judgments.  There  are no outstanding or unpaid  judgments which
could have a Material Adverse Effect.

          5.9   Disclosure.     The  Financial   Statements  were   prepared  in
accordance  with  GAAP  and  fairly  and  accurately  present  the  consolidated
financial condition  of  the  Company  and its  Subsidiaries  as  of  the  dates
reflected therein, and  the results of their  operations and cash flows  for the
periods then  ended, in  accordance with  GAAP.  The  Financial Statements,  the
Private Placement  Memorandum and  the other written  material furnished  to the
Purchasers by the Company prior to Closing and identified on Schedule II do not,
as of their respective dates, contain any untrue statement of a material fact or
omit  a material  fact necessary to  make the  statements contained  therein not
misleading  in light  of the  circumstances in which  made.   There has  been no
Material Adverse Change  since December 31, 1993  except as may be  reflected in
the Financial Statements, the Private  Placement Memorandum or the other written
material furnished to the Purchasers by the Company.

          5.10  Securities Laws.  The Company has not, nor has any Person acting
or purporting to act  on behalf of it, directly or indirectly, offered the Notes
for sale  to,  or solicited  any  offer to  buy  the  Notes from,  or  otherwise
negotiated in respect thereof with, any Person other than the Purchasers and not
more than 68 other institutional investors, or done (or omitted to do) any other
act, nor will it do  any act, so as to  bring the issuance or sale of  the Notes
within the registration requirements of the '33 Act, and the Company has 

                                      -12-
complied  with or  is  exempt  from the  registration  provisions of  all  state
securities or "blue sky" laws applicable to the issuance or sale of the Notes.

          5.11  Title to Property;  Leases.  It and its  Subsidiaries have good,
indefeasible and  marketable title to  their assets and properties  reflected in
the Financial Statements  (excluding leased or  licensed property and  excluding
assets sold in the ordinary course of business of it and  its Subsidiaries after
the respective dates  of such Financial Statements)  and none of such  assets or
properties  (including  their interests  in  leased and  licensed  property) are
subject to Liens except Permitted Liens.  It and its Subsidiaries enjoy and  are
entitled  to quiet,  peaceful and  undisturbed  possession of  all their  leased
property and all leases with respect to  such property are valid, subsisting and
in full force and effect.

          5.12  Debt.   It Company and  its Subsidiaries are not  obligated with
respect to any Debt  other than as set forth in Section 5.12(a) of Schedule III.
It and its Subsidiaries  are not subject to any  material contingent liabilities
other than as set forth in Section 5.12(b) of Schedule III.

          5.13  Zoning.  It and its Subsidiaries are in material compliance with
all zoning, land use, subdivision, fire and building code, historic preservation
and similar statutes, regulations, ordinances and rules that are material to the
possession, use and operation of their property.

          5.14  OSHA.   It  and  its  Subsidiaries are  in  compliance with  the
Occupational  Safety and  Health Act  of  1970, as  amended, and  all  rules and
regulations thereunder, and  with all similar federal and  state statutes, rules
and regulations,  and  there  are  no investigations  or  citations  outstanding
against it or its Subsidiaries thereunder, except in each case where the failure
to comply or  the investigation or  citation would not  have a Material  Adverse
Effect or materially impair its performance of its Obligations.

          5.15  Environmental Matters.  

                (a)   Except as set forth in Section 5.15(a) of Schedule III, it
          and  its  Subsidiaries  have obtained  all  environmental,  health and
          safety permits, licenses  and other authorizations required  under all
          Environmental Laws to carry on  their business as now being conducted,
          except   where   failure   to  obtain   such   permits,   licenses  or
          authorizations would  not, individually  or in  the aggregate,  have a
          Material Adverse  Effect.  Except as  set forth in Section  5.15(a) of
          Schedule III, each of such  permits, licenses and authorizations is in
          good  standing   and  it  and  its  Subsidiaries  are  in  substantial
          compliance with the terms and conditions of all such permits, licenses
          and authorizations, and is also in substantial compliance with all 

                                      -13-
other limitations, restrictions,  conditions, standards, prohibitions,
          requirements, obligations,  schedules and timetables contained  in any
          applicable Environmental Law or in  any regulation, code, plan, order,
          decree, judgment, injunction, notice or demand letter issued, entered,
          promulgated or approved  thereunder, except to  the extent failure  to
          comply individually  or in  the aggregate therewith  would not  have a
          Material Adverse Effect.

                (b)   In addition,  except as set  forth in  Section 5.15(b)  of
          Schedule III:

                      (i)   no   notice,  notification,   demand,  request   for
                information,  citation, summons  or order  has  been issued,  no
                complaint has been  served, no penalty has been  assessed and no
                investigation  or  review  is  pending  or,  to  its  knowledge,
                threatened by any  governmental or other entity  with respect to
                any alleged failure by it or any of its Subsidiaries to have any
                environmental,  health  or  safety   permit,  license  or  other
                authorization required under any Environmental Law in connection
                with  the  conduct  of  its  business or  that  of  any  of  its
                Subsidiaries  or with  respect  to  any  generation,  treatment,
                storage,  recycling, transportation,  discharge or  disposal, or
                any Release of any Hazardous Materials generated by it or any of
                its Subsidiaries,  except as  to such  matters  which have  been
                fully resolved  and any claims  related thereto have  been fully
                paid;

                      (ii)  neither   it  nor  any  of  its  Subsidiaries  is  a
                treatment, storage or disposal facility requiring a permit under
                the   Resource  Conservation  and  Recovery  Act  or  under  any
                comparable state or local statute; and, to its knowledge,

                            (1)   no  polychlorinated   biphenyls  (PCB's)   are
                      present  at any property owned  or leased by  it or any of
                      its Subsidiaries;

                            (2)   no asbestos  or asbestos-containing  materials
                      are  present at any property owned  or leased by it or any
                      of   its  Subsidiaries,   which,   under  any   applicable
                      Environmental Laws, would  require encapsulation, removal,
                      an operations and  maintenance program, or other  remedial
                      action;

                                      -14-
(3)   there  are  no  underground  storage tanks  or
                      surface impoundments  for Hazardous  Materials (excluding,
                      for purposes of this Section 5.15(b)(ii)(3), petroleum and
                      petroleum products), active or abandoned, at  any property
                      owned or leased by it or any of its Subsidiaries; and

                            (4)   during the  time it and its  Subsidiaries have
                      owned,  leased or operated their respective properties, no
                      Hazardous Materials have  been Released,  in a  reportable
                      quantity under statutes, ordinances, rules, regulations or
                      orders in effect at the  time of Release which established
                      such  quantity,  at,  on  or  under  any property  now  or
                      previously owned by it or any of its Subsidiaries;

                      (iii) to   its  knowledge,  neither  it  nor  any  of  its
                Subsidiaries has transported or arranged  for the transportation
                of any Hazardous Material  to any location that is listed on the
                National Priorities List  under CERCLA, or on any  similar state
                or local list or that is the  subject of Federal, state or local
                enforcement actions  or other  investigations that  may lead  to
                environmental claims against it or any of its Subsidiaries; and

                      (iv)  no Liens  have been filed  under or pursuant  to any
                Environmental  Laws on any  of the  real property  or properties
                owned or leased  by it or  any of its  Subsidiaries, and to  its
                knowledge,  no government  actions  have been  taken  or are  in
                process that could subject any  of such properties to such Liens
                and neither it nor  any of its Subsidiaries would be required to
                place  any notice  or  restriction relating  to the  presence of
                Hazardous Materials at any property  owned by it in any deed  to
                such property.

          5.16  ERISA.   It,  its Subsidiaries  and their  Related Persons  have
fulfilled their respective  obligations under the  minimum funding standards  of
ERISA and  the Code  with respect  to each  Plan and  are in  compliance in  all
material respects with the presently applicable provisions of ERISA and the Code
(except for the adoption of certain amendments for which the remedial  amendment
period under Section 401(b) of the Code  has not expired), and have not incurred
any  material liability to the Pension Benefit  Guaranty Corporation or any Plan
(including any  Multiemployer Plan), other  than an  obligation to fund  or make
contributions to any such Plan in accordance with its terms and in the ordinary 

                                      -15-
course of business.  The execution  and delivery of its Operative Documents  and
the sale of the Notes to the Purchasers will not involve any transaction subject
to the  prohibitions of Section 406 of  ERISA or in connection with  which a tax
could be imposed under Section 4975  of the Code.  The foregoing  representation
is made in  reliance on the Purchasers'  representations in Section 2.2(b).   If
the name of any employee benefit plan has been disclosed to the Company pursuant
to Section 2.2(b)(ii), the  Company is not a  party in interest with respect  to
any  such plan and  securities of the  Company are not  employer securities with
respect to any such plan.  With respect to each employee benefit plan identified
in writing to the Company in accordance with Subsection 2.2(b)(iii), neither the
Company nor any  "affiliate" thereof (as defined  in section V(c) of  Prohibited
Transaction Class Exemption 84-14 (the "QPAM" Exemption")) has at this time, and
has not  exercised  at any  time within  the preceding  year,  the authority  to
appoint or terminate the "QPAM" (as defined in the QPAM Exemption) identified in
accordance with Section 2.2(b)(iii) as  manager of any of the assets of any such
plan or  to negotiate the  terms of any  management agreement with such  QPAM on
behalf  of any such  plan and the Company  is not an  "affiliate" (as defined in
Section V(c) of the QPAM Exemption) of  such QPAM.  The Company has delivered to
the Purchasers a list of all  employee benefit plans (other than welfare  plans)
with respect to  which it is a party  in interest and with respect  to which its
securities are employer securities.  As used in this section the terms "employee
benefit plan,"  "welfare plan,"  "party in  interest" and  "employer securities"
have the meanings assigned to them in ERISA.

          5.17  Material Contracts.  There is no pending or threatened breach or
declaration  of  default  under any  material  management  agreement, consulting
agreement  or any  other  agreement between  it or  its  Subsidiaries and  their
respective   shareholders,  directors,  officers  or  other  Persons  exercising
significant  control  or  policy-making  authority  over or  within  it  or  its
Subsidiaries  and all  other material  contracts  which individually  or in  the
aggregate would have a Material Adverse Effect.

          5.18  Employment   Liabilities;  Labor   Relations.     It   and   its
Subsidiaries have complied in all material respects with all  federal, state and
local statutes, regulations, ordinances, rules and orders respecting employment,
employment practices, terms  and conditions of employment, wages  and hours, and
benefits.  It and its Subsidiaries have withheld all amounts required  by law to
be withheld from  their employees' wages and salaries and are not liable for any
arrears of wages or any taxes, interest or  penalties for failure to comply with
the foregoing.    The  Company  has  fully and  accurately  disclosed  to    the
Purchasers   the  status  of  all  negotiations  pertaining  to  all  collective
bargaining agreements to which it or its Subsidiaries are a party.  There are no
material  controversies pending  nor  is  the Company  aware  of any  threatened
controversy between the Company or its Subsidiaries and any of their respective 

                                      -16-
employees.   Neither the Company nor  any of its Subsidiaries  is a party to any
labor  dispute and there are no strikes or  walkouts pending, nor is the Company
aware of any  threatened dispute, strike or  walkout, with respect to  any labor
contract to which the Company or any Subsidiary is a party.

          5.19  Intellectual Property.  It and  its Subsidiaries own or have the
right to  use, without payment  to any  third party,  all Intellectual  Property
material to the  operation of their  business.  Except  as disclosed in  Section
5.19  of  Schedule III,  to  the  best of  its  knowledge,  there are  no  Liens
encumbering the Intellectual Property and no such Intellectual Property owned or
used by it or its Subsidiaries infringes the patent, copyright, trademark, trade
secret or other proprietary rights of any third party and it is not aware of any
such claim of infringement  by any third party.  Except as  disclosed in Section
5.19  of  Schedule III,  to  the  best of  its  knowledge,  no third  party  has
materially infringed or threatened to infringe the patent, copyright, trademark,
trade  secret and other  proprietary rights of  it or its  Subsidiaries in their
Intellectual Property.

          5.20  Company Status.  Neither it nor any of its Subsidiaries is:  (a)
an "investment  company," or a  company "controlled" by an  "investment company"
within the  meaning of the  Investment Company  Act of 1940,  as amended;  (b) a
"holding company"  or a  "subsidiary company"  of a  "holding company"  or of  a
"subsidiary  company" of a  "holding company" within  the meaning  of the Public
Utility Holding  Company Act  of 1935,  as amended;  or (c)  a "public  utility"
within the meaning of the Federal Power Act, as amended.

          5.21  Product  Liability.   Except  as disclosed  in  Section 5.21  of
Schedule III,  to  the  best  of  its  knowledge, neither  it  nor  any  of  its
Subsidiaries is subject to any material liability, regardless of whether arising
in  contract, tort  or  otherwise,  including strict  liability,  related to  or
arising from any product or the packaging therefor produced, sold or distributed
by it or any Subsidiary.

          5.22  Insurance.   It  has in  full force  and effect  insurance which
complies with the provisions of Section 6.7 hereof.

          The  Company  makes  the   following  additional  representations  and
warranties:

          5.23  Margin Stock.  The Company will issue the Notes  in the ordinary
course of its business and use the proceeds thereof solely for  the purposes set
forth in Section  6.12.  No part  of the proceeds of  the Notes will be  used to
purchase or carry any Margin  Stock or any Margin Security, or  to extend credit
to others for  the purpose of purchasing or carrying any  Margin Stock or Margin
Security.  No part of the proceeds of the Notes will be used for any purpose 

                                      -17-
that  violates, or which is inconsistent  with, the provisions of Regulations G,
T, U or X of the Board of Governors of the Federal Reserve  System of the United
States.

          5.24  Regulations  of Federal  Reserve System.    The Company  and its
Subsidiaries  are not engaged  in the business of  extending or obtaining credit
for the  purchase or carrying  of any Margin  Stock nor  do they own  any Margin
Security.  No  action will otherwise be taken or permitted  by the Company which
would result in violation of Regulations G,  T, U or X or any similar regulation
of the Board of Governors of the Federal Reserve System  of the United States or
a violation of Section 7 of the '34 Act, in each case as at the time in effect.

          5.25  Pari Passu Ranking.  Except to the extent noted in Section  5.25
of Schedule III,  the Company's payment obligations  on the Notes rank  at least
pari passu with the  Company's payment obligations in respect of  all other Debt
set forth in Sections 5.12(a) and 5.12(b) of Schedule III.

          5.26  Transaction   Regulations.    The  Company  is  not  subject  to
regulation under any statute  or regulation that limits the  amount of borrowing
of money by the Company or the amount of the Notes that may be issued hereunder.
The issuance and sale of the Notes and the Company's use of the proceeds thereof
as contemplated by  this Agreement will not  violate the Foreign Assets  Control
Regulations, Transaction Control Regulations,  Cuban Assets Control Regulations,
Foreign   Funds  Control  Regulations,    Iranian  Assets  Control  Regulations,
Nicaraguan Trade  Control Regulations,  South African  Transactions Regulations,
Libyan Sanctions Regulations, Soviet Gold Coin Regulations, Iranian Transactions
Regulations,  Panamanian  Transactions   Regulations,  Kuwaiti  Assets   Control
Regulations, Iraqi  Sanctions  Regulations,  Haitian  Transactions  Regulations,
Federal Republic of Yugoslavia (Serbia and Montenegro)  Sanctions Regulations or
the  UNITA  (Angola)  Sanctions  Regulations  of  the  United  States   Treasury
Department or any similar regulation or executive order.

          5.27  Taxes.    The  Company and  its  Subsidiaries  have made  timely
filings of all tax returns  which are required to be filed, have  paid all Taxes
that are  due and payable (other than   those being diligently contested in good
faith by  appropriate proceedings and with respect to which adequate reserves in
accordance with  GAAP have been  established), and have made  adequate accruals,
reserves and provisions for the payment of all current Taxes in  accordance with
GAAP.  All  Tax liabilities of the Company  have been finally determined  by the
Internal Revenue  Service and other applicable taxing authorities and satisfied,
or the time for audit has  expired, for all fiscal periods through  December 31,
1987.

                                      -18-
Section 6.  General  Affirmative  Covenants.     The  Company   hereby
covenants with the Noteholders:

          6.1   Financial Data.  The Company shall deliver to the Noteholders:

                (a)   within 60 days  after the end of  each of the  first three
          Fiscal Quarters in the Company's  Fiscal Year, copies of the unaudited
          consolidated financial statements (balance sheet, statement of income,
          and statement of cash flows) for the Company and  its Subsidiaries for
          such period and for the corresponding period of the prior Fiscal Year,
          which statements of income and cash flows shall also set forth figures
          for the period  from the beginning of  the current Fiscal Year  to the
          end of such quarter; 

                (b)   within 60 days  after the end  of each of the  first three
          Fiscal Quarters  in the  Company's Fiscal Year,  a certificate  of the
          chief financial officer or treasurer of the Company to the effect that
          the financial statements provided pursuant to clause  (a) above fairly
          and accurately  present the  consolidated financial  condition of  the
          Company and its Subsidiaries as of the date indicated  and the results
          of  its operations  and  its  cash flows  for  the periods  indicated,
          subject to normal  changes resulting from year-end  audit adjustments,
          and  were prepared  in accordance  with  GAAP, that  such officer  has
          reviewed and understands the terms of this Agreement, that the Company
          is  in compliance with  its covenants  of this  Agreement and  that no
          Event of Default or Potential  Event of Default exists hereunder, such
          certificate to contain  in reasonable detail such calculations  as are
          necessary  to confirm  the  Company's  compliance  with  Section  7.2,
          Section  7.3, Section  7.6, Section  7.10, Sections  8.1 through  8.4,
          Section 11.51 and  Section 11.52  and to  contain the  listing of  all
          Subsidiaries;

                (c)   within  120 days  after the  end of  the Company's  Fiscal
          Year,   copies  of  the   unaudited  consolidating  and   the  audited
          consolidated financial statements (balance sheet, statement of income,
          and statement of cash flows) for the Company  and its Subsidiaries for
          such  Fiscal  Year  and  the  prior  Fiscal  Year,  together  with  an
          unqualified   opinion  by  KPMG  Peat  Marwick  or  other  independent
          accountants  of  nationally recognized  standing, which  opinion shall
          state  that  the  financial statements  fairly  present  the financial
          position of the Company and its Subsidiaries  as of the date indicated
          and  the results  of  their operations  and their  cash flows  for the
          periods indicated, all in accordance with GAAP, and that the audit  by
          such accountants in connection with such financial statements was made

                                      -19-
in accordance with generally accepted auditing standards;

                (d)   within  120  days after  the end  of the  Company's Fiscal
          Year, a certificate  from the chief financial officer  or treasurer of
          the Company  to  the effect  that  the financial  statements  provided
          pursuant  to  clause (c)  above  fairly  and  accurately  present  the
          consolidated financial condition  of the Company and  its Subsidiaries
          as  of the date  indicated and the  results of its  operations and its
          cash flows for the periods  indicated, and were prepared in accordance
          with GAAP, that such officer has reviewed and understands the terms of
          this Agreement, that  the Company is in compliance  with its covenants
          in this Agreement and  that no Event of Default or  Potential Event of
          Default  exists hereunder, such  certificate to contain  in reasonable
          detail such  calculations as  are necessary to  confirm the  Company's
          compliance  with Section 7.2, Section  7.3, Section 7.6, Section 7.10,
          Sections  8.1 through  8.4, Section  11.51  and Section  11.52 and  to
          contain  the  listing  of  all  Subsidiaries;  a  certificate  of  the
          independent  accountants   that  audited   the  financial   statements
          referenced  in  clause  (c)  above   that,  in  the  course  of  their
          examination  necessary to their  certification of the  foregoing, they
          have obtained no knowledge of any Event of Default or  Potential Event
          of Default, or  if, in the opinion  of such accountants, any  Event of
          Default or Potential Event of  Default shall exist, stating the nature
          and status thereof; and within 15  days after receipt by the Company's
          audit committee but  in no event later  than 60 days after  receipt by
          the Company, a copy of the auditor's letters to management, if any, in
          connection with the audit referenced in clause (c);

                (e)   immediately  following the  completion by  its independent
          auditors of any interim or special audit of the Company, a copy of any
          opinion furnished to  the Company by such  auditors and a copy  of the
          auditor's letters to  management, if any, in connection  with any such
          audit; and 

                (f)   from  time  to   time,  such  other  information   as  the
          Noteholders may reasonably request.

          6.2   Inspection  of Properties  and Books.   The  Company shall,  and
shall  cause  its  Subsidiaries  to,  recognize  and  honor  the  right  of  any
Noteholder, upon reasonable  notice and at its own expense, to visit and inspect
any  of the  properties of,  to examine  and to  take  extracts from  the books,
accounts and records  of, and to discuss  the affairs, finances or  accounts of,
the  Company and  its  Subsidiaries and  to be  advised as  to  the same  by the
officers and senior management of the Company and the independent public 

                                      -20-
accountants for  the Company who are hereby expressly authorized and directed to
undertake such actions,  at such times, in  such detail and through  such agents
and representatives as such Noteholder may reasonably desire.

          6.3   Payments.   The  Company and  each Guarantor  shall pay  all its
monetary Obligations  when due  and before they  become delinquent,  except such
Obligations which are  being contested in good  faith and with respect  to which
adequate reserves have been established.

          6.4   Notices.    The  Company  and  the  Guarantors  shall  give  the
Noteholders:

                (a)   immediate  notice of such entity's obtaining knowledge of:
          (i)  the occurrence  of any  Event of  Default or  Potential Event  of
          Default  hereunder; (ii)  any  occurrence  constituting  an  event  of
          default or any occurrence which with notice or the passage of  time or
          both  may constitute  an event  of  default under  the Bank  Financing
          Documents; (iii) the occurrence of a reportable event (as such term is
          defined in Section 4043 of ERISA) or a prohibited transaction (as such
          term is defined  in Section 4975 of  the Code) in connection  with any
          Plan relating to such entity or any Related Person, or any other claim
          or  occurrence constituting  a breach  of  Section 7.1  or which  with
          notice or passage of  time or both may constitute an  Event of Default
          under  Section  9.6;  (iv)  the commencement  of,  or  any  threatened
          lawsuit, proceeding, arbitration, labor dispute or governmental claim,
          inspection or investigation involving it or any Subsidiary, which,  if
          adversely determined as to such  entity, could have a Material Adverse
          Effect; (v) the  accrual of any material unpaid  assessments for Taxes
          against  the Company  or any  Subsidiary  or the  assets, property  or
          revenue of  any of them, if  in excess of adequate  reserves therefor;
          (vi)  any environmental investigation by any governmental authority to
          quantify levels of  Hazardous Materials located on premises which have
          at any time been  owned, leased or occupied  by the Company or  any of
          its Subsidiaries;  (vii) a threat  that the Company or  any Subsidiary
          may  be  named,  or the  naming  of  such  entity,  as  a  potentially
          responsible party for contamination  of real property or ground  water
          (including  past  and  present waste  disposal  sites)  with Hazardous
          Materials;  (viii) any  reports required to  be given  to the  Bank in
          accordance with the  Bank Financing Documents; and (ix)  any change in
          or discharge of the independent accountants used by the Company;

                (b)   prompt notice  of: (i) knowledge  that the opinion  of the
          Company's independent accountants with respect to the Company's annual

                                      -21-
financial  statements will not be unqualified; (ii) the acquisition of
          any Subsidiary; (iii) knowledge of the accrual of or occurrence of any
          event giving rise to any  material contingent liability of the Company
          or any Subsidiary or which does or which with notice or the passage of
          time or both  would constitute  an event  of default  under any  other
          material document, instrument or agreement to which the Company or any
          of  its Subsidiaries is a party or by which they or their property may
          be  bound; and  (iv) knowledge  of any  Material Adverse  Change which
          results in any  of the representations and warranties  in Sections 5.1
          through 5.27 becoming untrue or incorrect at any time;

                (c)   60 days'  prior written notice  of any material  change in
          general business operations and prompt written notice of any Change of
          Control  or  intended  Change  of   Control  of  the  Company  or  any
          Subsidiary; and

                (d)   such   other  notices  as  may  be  specifically  required
          elsewhere in this Agreement, at the times there specified.

          6.5   Corporate  Matters.  The  Company shall provide  the Noteholders
with notice  of  changes in  its Fiscal  Year  and with  copies of  all  notices
(including, without limitation, notices of annual and special meetings), waivers
of   notice,  proxies,  consents,  reports  and  other  documents,  instruments,
agreements  and  materials,  filed   with  the  SEC  or  any   notices  from  or
correspondence  with the  SEC any  other  governmental authority  in respect  of
matters which, if  resolved against the Company, a Subsidiary,  or their respect
officers or directors, would have a Material Adverse Effect.  All such materials
shall be provided  to the Noteholders contemporaneously with  the effective date
of any change in the Company's Fiscal Year and, as to SEC and other governmental
filings, by the  due date of their  filing with, or promptly  upon receipt from,
the SEC or other governmental authority.

          6.6   Accounting.  The Company shall, and shall cause its Subsidiaries
to, keep true  books of record  and accounts in  which full and  correct entries
will be made of all their business and financial transactions, and shall reflect
in their  financial statements adequate accruals and appropriations to reserves,
all in accordance with GAAP.  

          6.7   Maintenance of Property.  The Company shall, and shall cause its
Subsidiaries to, maintain  their property in good condition,  repair and working
order, and make all necessary renewals, replacements, additions, betterments and
improvements thereto  and shall  maintain insurance  with financially  sound and
reputable insurers having at least an "A-" rating with A.M. Best on their

                                      -22-
property and  business (including,  without limitation,  property and  casualty,
liability,  business interruption,  leasehold  and data  processing  insurance),
consistent with  sound business  practice and  as is  customary in  the case  of
corporations or  entities of  established reputation  in the same  or a  similar
business and similarly situated.

          6.8   Corporate Existence.   The  Company shall,  and shall  cause its
Subsidiaries to,  do or cause  to be done all  things necessary to  preserve and
keep in  full force  and effect  their  corporate existence,  good standing  and
permits and licenses  in their respective states of incorporation and their good
standing and qualification to do business in all states  in which they are doing
business  or engaging  in  activities  which  require  qualification;  provided,
however, that the Company and its Subsidiaries may enter into consolidations and
mergers permitted by Section 7.2 and may engage in liquidations of  Subsidiaries
where  all of  the assets of  the liquidated  Subsidiary are transferred  to the
Company or another wholly-owned Subsidiary.

          6.9   Intellectual  Property.  The Company shall,  and shall cause its
Subsidiaries to, in accordance with the standards of ordinary business practices
in its industry, maintain  the right to use, refrain  from transfer, disposition
or  encumbrance  of,   protect  against  and  prosecute   material  third  party
infringements  of, and defend  against material  third party  claims challenging
their rights and  interests in, their Intellectual  Property to the extent  that
failure to comply with this Section 6.9 would create a Material Adverse Change.

          6.10  Taxes.  The Company shall,  and shall cause its Subsidiaries to,
pay all Taxes imposed upon them before any penalties or interest accrue thereon;
provided, however, that no such Taxes need be paid for so long as they are being
diligently contested in  good faith by appropriate proceedings  and with respect
to which adequate reserves in accordance with GAAP have been established.

          6.11  Governmental  Regulations.  The  Company shall, and  shall cause
its  Subsidiaries  to, comply  with  all laws,  regulations,  ordinances, rules,
orders and judicial  or governmental decrees, the violation of  which could have
any material adverse effect whatsoever on the  validity or enforceability of any
of its Operative Documents or which could have a Material Adverse Effect.

          6.12  Use  of Proceeds.   Proceeds of the  Notes shall be  used by the
Company for the purpose of acquiring through Acquisitions Corp. and Ontario Inc.
certain assets of General Refractories Company and its Affiliates.

          6.13  Expenses.   The  Company shall,  regardless  of whether  Closing
occurs, pay and indemnify the Noteholders for all reasonable costs and expenses 

                                      -23-
incurred by  the Noteholders  in connection with  this Agreement,  the Operative
Documents  and  the  transactions contemplated  hereby  and  thereby, including,
without limitation:

                (a)   out-of-pocket  costs and  expenses incurred  in connection
          with preparing,  negotiating and  reproducing this  Agreement and  the
          Operative  Documents,   along  with  all   opinions  and  certificates
          referenced herein and the specific fees set forth in Section 4.4;

                (b)   costs   and   expenses  including,   without   limitation,
          out-of-pocket costs  incurred in connection with any Company-requested
          amendments hereto  or  to  the Operative  Documents  (whether  or  not
          entered into), or  in connection with any waiver  or consent requested
          by the Company (whether or not granted);

                (c)   costs   and  expenses,   including,  without   limitation,
          out-of-pocket  costs incurred in connection with or as a result of any
          Potential  Event  of Default  or  Event  of  Default hereunder  or  in
          connection with  any  enforcement  by  any Noteholder  of  its  rights
          hereunder or under any Operative Document; and

                (d)   documentary, stamp,  or similar taxes  (including interest
          and  penalties, if  any) payable in  respect of this  Agreement or any
          Note, regardless of when assessed.

Except as otherwise  provided herein, any such  costs and expenses shall  be due
and  payable within  ten days  after the  due date  thereof.   In addition,  the
Company shall pay all fees of Bear, Stearns & Co. Inc. and any other broker's or
finder's fees in respect of the transaction contemplated hereby.  

          6.14  Bank  Financing  Amendments.     The  Company  shall   give  the
Noteholders a substantially  contemporaneous notice and a copy  of any amendment
to  or waiver  of the terms  of the  Bank Financing  Documents actually  made or
granted.

          6.15  Payment  of Claims.   The  Company  shall, and  shall cause  its
Subsidiaries  to, pay claims of carriers,  warehousemen, workmen and materialmen
and judgment liens prior to such time as nonpayment thereof  (a) could result in
a Lien  on or loss of the use of property  employed by the Company or any one or
more of its  Subsidiaries in the conduct  of such entity's business  (other than
those being  diligently contested  in  good faith by appropriate  procedures and
with  respect  to which  adequate  reserves in  accordance with  GAAP  have been
established) or (b) could result in a Material Adverse Change.

                                      -24-
Section 7.  General Negative Covenants.

          7.1   ERISA.   The Company shall not, and shall  not permit any of its
Subsidiaries or any Related Person to:

                (a)   (i) engage in any transaction in connection with which the
          Company,  any Subsidiary  or any  Related Person  could be  subject to
          either section 502(i) of ERISA or a tax imposed by section 4975 of the
          Code,  (ii) fail to  make full payment  when due of  all amounts which
          would  be deductible  by the  Company, the  Subsidiary or  any Related
          Person and which, under the provisions of  any Plan, applicable law or
          applicable   collective  bargaining   agreement,   the  Company,   the
          Subsidiary or any  Related Person is required to  pay as contributions
          thereto, or (iii) permit to exist any accumulated  funding deficiency,
          whether or not  waived, with respect to any  Plan, if, in the  case of
          any of sub- division (i), (ii) or (iii) above, such penalty or tax, or
          the failure to make such payment, or the existence of such deficiency,
          as the case may be, could have a Material Adverse Effect;

                (b)   permit the amount of unfunded current liabilities  (within
          the  meaning  of  section  302(d)(8)(A)  of  ERISA)  under  all  Plans
          maintained at such time by the Company, its Subsidiaries or any of its
          Related  Persons  to  exceed  $15  million  on  a consolidated  basis;
          provided, however, that at all  times the Company and its Subsidiaries
          shall be in compliance with law; or

                (c)   permit  the  aggregate   complete  or  partial  withdrawal
          liability under Title IV of ERISA which is due and unpaid with respect
          to all Multiemployer Plans  incurred by the Company, its  Subsidiaries
          or any Related Person to exceed $5 million.

          7.2   Merger and Consolidation.  The  Company shall not, and shall not
permit any  of its  Subsidiaries to, consolidate  with or  merge into  any other
entity  or  permit  any other  entity  to  consolidate with  or  merge  into it.
Notwithstanding the foregoing, any Subsidiary may merge into the Company or into
another  wholly-owned Subsidiary.   Furthermore, notwithstanding  the foregoing,
the Company may  enter into such  a consolidation or  merger transaction with  a
company if no Event of Default or Potential Event of Default has occurred and is
continuing and  if, immediately after  the consummation of such  transaction, no
Event of Default  or Potential Event  of Default would  exist hereunder and  the
successor entity could, without the occurrence of an Event of Default hereunder,
incur at least $1   of additional Funded  Debt; provided, however, that (a)  the
surviving corporation  in such  transaction is  a solvent corporation  organized
under the laws of a state of the United States of America, with its principal 

                                      -25-
place  of business  in the United  States, and  doing business primarily  in the
United States and/or  Canada; and (b)  the surviving corporation assumes  all of
the Company's Obligations.

          7.3   Sales or  Other  Dispositions of  Assets.   Except as  expressly
provided in Section 7.4, during any Fiscal Year the Company shall not, and shall
not  permit any  of  its Subsidiaries  to,  sell, lease,  transfer or  otherwise
dispose of any of  its assets (including,  without limitation, the stock,  other
voting securities of or evidence of indebtedness from any Subsidiary) other than
in the  ordinary course of  business unless the  aggregate book value  of assets
sold, leased or otherwise disposed of in such Fiscal Year by the Company and its
Subsidiaries (a) does not exceed  10% of the Consolidated Total Tangible  Assets
of the  Company and  its Subsidiaries  as of  the end  of the  Fiscal Year  most
recently ended; and, (b) such sale of assets together with prior sales of assets
from and after the date of this Agreement does not, on a cumulative basis exceed
25% of  Consolidated Total Tangible  Assets.   The foregoing shall  not prohibit
sales of  assets the  proceeds of  which are  used  within one  year to  acquire
productive assets used  in the  ordinary course  of business of  the Company  or
Subsidiary and having at least substantially comparable value; or (ii) assets by
any  Subsidiary  to  the  Company  or  to  any  other  wholly-owned  Subsidiary.
Notwithstanding the  foregoing, the Company  and any Subsidiary shall  not sell,
lease, transfer or  otherwise dispose of assets if immediately  before and after
such event  an Event of  Default or Potential  Event of  Default exists.   In no
event  shall the Company sell stock of a  Subsidiary if the remaining stock held
by  the  Company shall  be  less  than 51%  of  the  outstanding  stock of  such
Subsidiary.

          7.4   Additional Stock.  The Company shall not:  (i) permit any of its
Subsidiaries  to  issue  any  additional  shares of  capital  stock,  voting  or
non-voting, any warrants,  options or other rights to  acquire capital stock, or
any  securities convertible  into capital  stock, except  to  the Company  or to
another wholly-owned Subsidiary; or (ii)  sell, transfer or otherwise dispose of
any capital  stock, voting or non-voting,  warrants, options or other  rights to
acquire capital stock, or any securities convertible into  capital stock, of any
Subsidiary except to another wholly-owned Subsidiary.

          7.5   Other Agreements.   The Company shall not, and  shall not permit
any of its  Subsidiaries to, enter into  any other agreements which  violate the
terms and conditions of this Agreement or  which, after giving effect thereto or
upon  the performance  of any  covenant contained  therein, would  constitute an
Event of  Default or a Potential Event of Default,  or which  would restrict the
ability of one or more Subsidiaries to pay dividends to the Company.

          7.6   Negative Pledge.   The Company  shall not, and shall  not permit
any of its Subsidiaries to, create, incur, assume, permit or suffer to exist 

                                      -26-
with respect to any of the assets or property of the Company (including, without
limitation,  its  stock  in and  evidences  of debt  from  Subsidiaries)  or any
Subsidiary, or  any income, revenue, or profits therefrom, all whether now owned
or possessed or hereafter acquired, any Lien, assignment, hypothecation, charge,
adverse  claim or  other  encumbrance thereon,  excepting  only Permitted  Liens
(whether or  not the  Company complies with  the last  sentence of  this Section
7.6).   Except  as permitted  by  Section 7.3  and  7.4, the  Company shall  not
transfer  or convey  any of the  assets or  property of the  Company (including,
without  limitation, its  stock  in  Subsidiaries) nor  permit  the transfer  or
conveyance of the assets or property of  any Subsidiary, or any income, revenue,
or profits therefrom, all whether now owned  or possessed or hereafter acquired,
for the purpose,  or with the effect, of  subjecting the same to  payment of any
Debt or other obligation in priority of payment over its general creditors.  The
Company shall not,  and shall not permit  any of its Subsidiaries to,  suffer to
exist any  Debt or obligation which  may, by law, if  unpaid or in the  event of
bankruptcy or  insolvency, or otherwise, be  given priority in payment  over its
general creditors; nor shall the Company or any Subsidiary make any agreement or
arrangement to subordinate the payment of the Notes to any  other Debt.  Without
limiting  the  generality  of  the foregoing,  if  the  Company  or  any of  its
Subsidiaries shall  create, incur,  assume, permit or  suffer to exist  any Lien
(other than Permitted  Liens) upon any of its  or their property or  assets, the
Company shall make or cause to be  made effective provision for the Notes to  be
secured equally and ratably with any Debt secured by such Lien, so long as  such
other Debt  shall be so secured; provided, however,  that, except as provided in
Section 8.1, such Lien shall constitute a  breach of this Section 7.6 regardless
of the Company's compliance with this last sentence.

          7.7   Additional  Subsidiaries.   Prior  to  the  acquisition  of  any
additional  Subsidiary,  the   Company  shall  provide  to   each  Noteholder  a
certificate  from  the chief  financial  officer  or  treasurer of  the  Company
certifying  that  as  of,  and   immediately  after,  the  acquisition  of  such
Subsidiary, the  representations and warranties  contained in Section 5  are and
will be  true and  correct as  to such  Subsidiary and  no Event  of Default  or
Potential  Event  of Default  exists  or,  upon  such acquisition,  will  exist.
Simultaneously  with such  acquisition,  the new  Subsidiary  shall execute  and
deliver to  the Noteholders  an  acknowledgment that  it  is a  "Guarantor"  for
purposes of this  Agreement and  the Note Guarantee,  such acknowledgment to  be
substantially in the form attached to Exhibit 11.44 to this Agreement.

          7.8   Affiliate Transactions.   The Company shall  not, and shall  not
permit  any Subsidiary to enter  into any transaction  with any Affiliate, their
shareholders, the Affiliates of their shareholders, or the executive officers or
directors of any of the foregoing entities unless the same shall be conducted in
the ordinary course of business on an arms' length basis for fair value in 

                                      -27-
accordance with reasonable  commercial standards and on terms  no less favorable
than those available to third parties generally.

          7.9   Business Practices.  The Company shall not, and shall not permit
its Subsidiaries to,  conduct any line of business which is not related to their
business as conducted on the Closing Date and described in the Private Placement
Memorandum, or if such lines of  business result in a substantial change,  taken
as  a whole,  in the  general  nature of  the business  of the  Company  and its
Subsidiaries in effect on the Closing Date.

          7.10  Restricted Payments.    The Company  shall  not, and  shall  not
permit any of its Subsidiaries to, make any Restricted Payments if:

                (a)   the  cumulative  amount of  such Restricted  Payments made
          after July 29, 1994  would exceed the sum of (i)  $1,000,000; and (ii)
          50%  of Consolidated  Net  Income (or  minus  100% in  the  case of  a
          deficit) computed on a cumulative basis from  July 29, 1994; and (iii)
          net proceeds of  the issuance or sale  of common stock of  the Company
          after July 29, 1994; or

                (b)   at the time of or as a result of, such Restricted Payment,
          any Event of Default would exist; or

                (c)   after  giving  effect  to  such  Restricted  Payment,  the
          Company would not be permitted under the terms of Section 8.2 to incur
          at least $1.00 of additional Total Debt.

Notwithstanding the foregoing,  any Subsidiary may make a  Restricted Payment to
the Company at any time.

          7.11  Investments, Guaranties.  The  Company shall not, and shall  not
permit any of its Subsidiaries to:

                (a)   directly  or indirectly make  or own any  Investment other
          than

                      (i)   Permitted Investments in any Person, and

                      (ii)  additional  Investments  of  the   Company  and  its
                Subsidiaries  in an  aggregate  amount  not  to  exceed  15%  of
                Consolidated Tangible Net Worth; or

                                      -28-
(b)   create  or  become  or  be  liable  with  respect  to  any
          Guarantee except

                      (i)   Guarantees outstanding  on  the date  hereof as  set
                forth in Section 7.11 of Schedule III and

                      (ii)  subject to compliance with  Section 8.2, the Company
                may  become  and   remain  liable  with  respect   to  unsecured
                Guaranties of Debt of any Subsidiary and any other obligation of
                any Subsidiary incurred in the ordinary course of its  business;
                provided  the  maximum  dollar  amount  of  the  Debt  or  other
                obligation  being guaranteed  is  readily  ascertainable by  the
                terms   of  such  obligation  or  the  instrument  or  agreement
                evidencing such Guarantee specifically  limits the dollar amount
                of the maximum liability of the Guarantor thereunder.

          Section 8.  Financial Covenants.   The  Company hereby covenants  with
the Noteholders:

          8.1   Minimum  Tangible Net  Worth.   At  no  time shall  Consolidated
Tangible Net Worth be less than the amounts shown below:

                           Through
     On or After         December 31         Minimum TNW
     July 29, 1994          1994           $ 90.4 million
  January  1, 1995          1995           $ 94.4 million
  January  1, 1996          1996           $ 96.4 million
  January  1, 1997          1997           $ 98.4 million
  January  1, 1998          1998           $100.4 million
  January  1, 1999          1999           $102.4 million
  January  1, 2000          2000           $104.4 million
  January  1, 2001          2001           $106.4 million

          The Company hereby agrees that in the event  it shall at any time fail
to maintain the Consolidated Tangible Net Worth set forth above, it will execute
and deliver  to the Noteholders  a security agreement, financing  statements and
such  other documents as the Noteholders  may in good faith  require in order to
grant and perfect a security  interest in favor of the Noteholders in  assets of
the Company acceptable to the Noteholders in their sole discretion to secure all
Obligations of  the Company.  Such security interest shall  be pro rata and pari
passu  with any  security interest  granted by  the Company or  its Subsidiaries
under the Bank Financing Documents.

          Upon compliance  with  foregoing obligation  to  grant and  perfect  a
security interest  in its assets, the Company  shall be deemed to  have cured an
Event of Default consisting solely of its failure to maintain its Consolidated 

                                      -29-
Tangible Net  Worth as  required by this  Section 8.1 so  long as  the Company's
Consolidated Tangible  Net Worth  is not  more than  $3 million  less than  that
required at such time, as set forth above.

          8.2   Total  Debt.  At no time shall Total Debt of the Company and its
Subsidiaries  at  the  end  of  any  Fiscal  Quarter exceed  40%  of  the  Total
Capitalization of the Company and its Subsidiaries.

          8.3   Current  Debt.    The Company's  ratio  of  Consolidated Current
Assets to Consolidated Current Liabilities shall not be less than 1.75 to 1.

          8.4   Fixed  Charge Coverage.  As  of the end  of each Fiscal Quarter,
the Company  and its Subsidiaries  shall have Consolidated Income  Available for
Fixed  Charges of not less than  2.5 times Fixed Charges,  computed on a rolling
four Fiscal Quarter basis.

(The rest of this page intentionally left blank).

                                      -30-
Section 9.  Events  of  Default.    The  following  occurrences  shall
constitute Events of Default:

          9.1   Payments.   The Company (i) fails  to pay when due any scheduled
principal payment or any optional prepayment after giving notice thereof, or any
Make-Whole Premium; or (ii)  fails to pay any payment of  interest on the Notes,
and such failure to make the interest payment is not cured within  five business
days of the scheduled payment date.

          9.2   Other Obligations.    The Company  fails to  pay any  Obligation
(other than those set forth in Section 9.1) within 30 days after the same become
due.

          9.3   Other Debt.  Any one or more of the following events occur:

                (i)   the Company and/or any Subsidiary fails to pay when due or
          within any applicable  grace or cure period  Debt of the Company  or a
          Subsidiary with an outstanding principal  amount of $1,000,000 or more
          in the aggregate, regardless of the  amount of the payment in default;
          or

                (ii)  the  Company or any Subsidiary defaults in the performance
          of  any  other term,  provision  or  agreement  under which  the  Debt
          described in clause  (i) above was created or governed,  the effect of
          which is to  permit, with the  giving of notice  or lapse of time,  or
          both, the holder of such Debt  to cause such Debt to become due  prior
          to its stated maturity,  unless such default  is waived in writing  by
          the holder of such Debt; provided, however, that any default described
          in this clause  (ii) shall  not become an  Event of Default  hereunder
          until 30  days after its  occurrence during which period  such default
          has not been waived in writing by the holder of such Debt; or

                (iii) any of such Debt  shall be validly declared to  be due and
          payable  or  required to  be  prepaid  prior  to the  stated  maturity
          thereof.

          9.4   Undischarged Final Judgments.   Final judgment or  judgments for
the payment of money (which are not covered by insurance), assessments or levies
for the  payment  of  taxes, or  writs  or warrants  of  attachment, is  or  are
outstanding against  the Company  or any  Subsidiary in  an aggregate amount  in
excess of $1,000,000,  and any such judgment, assessment, levy,  writ or warrant
of attachment (a) has  been outstanding for more than  30 days from the date  of
its entry  and (b)  has  not been  discharged, paid,  bonded against,  released,
vacated, reversed, stayed (and discharged within 30 days after expiration of any
stay),  or  appealed and  a  funded  (but  not necessarily  segregated)  reserve
established therefor if not otherwise bonded against.

                                      -31-
9.5   False Representations.   Any representation or warranty  made by
the Company or any Subsidiary in this Agreement  or in any certificate or report
delivered pursuant hereto  is false or  misleading in any material  respect when
made.

          9.6   Negative and Financial Covenants.  The Company or any Subsidiary
(a) fails to comply with any covenant set forth in Sections 7.2, 7.3, 7.4,  7.5,
7.6, 7.9,  7.10, 7.11 and Section 8.4  or fails to provide an  NAIC rating of at
least "3"  within the  time permitted by  Section 4.12  above, for all  of which
obligations no cure shall be permitted; or (b) fails to comply with any covenant
set  forth in any  other sections  of Section  7 and such  failure is  not cured
within 30 business  days of the event or condition constituting such failure; or
(c) fails to comply with any covenant set  forth in Section 8.1, 8.2 and 8.3 and
such  failure is  not cured within  10 Business  Days of the  event or condition
constituting such failure.

          9.7   Affirmative Covenants.  The Company (whether as to itself or any
Subsidiary) fails  to comply with  any covenant set  forth in  Section 6 or  any
other covenant or agreement set forth herein (other than the covenants set forth
in Section  7 and Section  8) and such failure  continues for more  than 30 days
after the occurrence thereof.

          9.8   Involuntary Bankruptcy Proceedings.

                (a)   A  receiver, liquidator or  trustee of the  Company or any
          Significant  Subsidiary  or any  of  their property  (whether  real or
          personal,  tangible or  intangible), is  appointed by court  order and
          such order is not discharged within 60 days; or

                (b)   An  order  for   relief  is  entered  in   any  bankruptcy
          proceeding in  which the  Company or any  Significant Subsidiary  is a
          "debtor" within the meaning of the Bankruptcy Code; or

                (c)   A petition is filed against the Company or any Significant
          Subsidiary   under   any  bankruptcy,   reorganization,   arrangement,
          insolvency,  readjustment of debt,  dissolution or liquidation  law of
          any  jurisdiction, whether  now or  hereafter  in effect,  and is  not
          dismissed within 60 days after such filing.

          9.9   Voluntary  Petitions.  The Company or any Significant Subsidiary
files  a petition in voluntary bankruptcy  or seeking relief under any provision
of  any bankruptcy,  reorganization,  arrangement,  insolvency, readjustment  of
debt,  dissolution  or liquidation  law  of  any  jurisdiction, whether  now  or
hereafter  in effect, or consents  to the filing of  any petition under any such
law.

                                      -32-
9.10  Assignments  for  Benefit of  Creditors.    The Company  or  any
Significant Subsidiary (a) makes an assignment for the benefit of its creditors,
or  (b)  is generally  not paying  its  debts as  they  become due,  or  (c) has
announced that  it will not pay its debts as they become due, or (d) consents to
the appointment  of a  receiver, trustee  or liquidator  of the  Company or  any
Significant Subsidiary or of all or any part of their property.

          Section 10. Remedies.

          10.1  Acceleration.  Upon the occurrence  of an Event of Default under
Sections 9.8, 9.9 or 9.10, all outstanding principal and accrued interest on the
Notes shall become  automatically and  immediately due  and payable.   Upon  the
occurrence of any Event of Default  under Section 9.1, any Noteholder may  as to
its own Note(s), or Noteholders owning 51% in aggregate principal amount  of the
aggregate outstanding Notes may, as  to all the Notes outstanding,  upon written
notice,  declare all  outstanding  principal, Make-Whole  Premium,  if any,  and
accrued interest on  such Notes to  be immediately  due and payable.   Upon  the
occurrence of any Event  of Default other than  under Sections 9.1, 9.8,  9.9 or
9.10 any Noteholders holding at least  51% in principal amount of the  aggregate
outstanding Notes, upon  written notice, may declare all  outstanding principal,
Make-Whole  Premium,  if  any,  and  interest on  all  outstanding  Notes  to be
immediately due  and  payable.   In any  of the  above  events, no  presentment,
protest, demand or  notice other  than that  expressly provided  above shall  be
necessary, all of which are hereby waived by the Company.  Upon any acceleration
of the Notes pursuant to this Section 10, there shall be added to the amount due
thereunder:  (a) all costs and expenses due in accordance with Section 6.13; and
(b) a Make-Whole Premium determined as of the date of acceleration in accordance
with Section 1.2(b) (considering the acceleration as a prepayment).  Noteholders
holding 51% or more in principal amount of the aggregate outstanding  Notes may,
in  their sole  and absolute discretion,  rescind and  annul any  declaration of
acceleration hereunder,  other than  a declaration of  acceleration based  on an
Event of Default under Section  9.1, if:  (a) the Company has  made all payments
of  principal, interest,  Make-Whole Premiums,  if  any, and  expenses then  due
(other than as  are due solely by  reason of declaration of  such acceleration);
(b) any and all  other Events of Default have been cured  to the satisfaction of
or waived by the Noteholders; and (c) no judgment or decree has been entered for
the payment of amounts due pursuant to this Agreement or the Notes.

          10.2  Other Remedies.  In addition to  the rights set forth in Section
10.1, upon the occurrence of an Event of Default  the Noteholders shall have all
other rights and  remedies available at  law and in  equity, including,  without
limitation, for specific performance, for injunctive relief restraining 

                                      -33-
violation hereof,  and in aid  of the  exercise of  any right  or power  granted
herein.

          10.3  Remedies  in  General.    No  course  of  dealing  between   the
Noteholders and the  Company, its Subsidiaries, or the  Guarantors shall operate
as a waiver  of any of the  Noteholders' rights hereunder  or under any Note  or
Guarantee.   No delay or  omission on the part of  the Noteholders in exercising
any rights  hereunder or under  the Notes or the  Guarantees shall operate  as a
waiver of such right  or any other right hereunder or as  an acquiescence in any
Event  of  Default or  other  event or  course of  conduct  by the  Company, its
Subsidiaries or  the  Guarantors.   No waiver  or consent  shall  be binding  or
effective unless in writing and  signed by the requisite number  of Noteholders.
No  waiver  on any  one occasion  or with  respect  to any  one matter  shall be
construed as  a waiver of any right  or remedy as to any  future occasion or any
other matter.  No single  or partial exercise of any right or  remedy hereunder,
or the exercise of any other right  or remedy by the Noteholders, shall preclude
the exercise  of  any  rights  or  remedies,  hereunder  or  otherwise,  by  the
Noteholders.  All rights and remedies herein and in any other Operative Document
shall  be cumulative  and  may be  exercised separately  or  concurrently.   The
Noteholders may exercise their rights  under this Section 10 either collectively
or individually in accordance with the terms of this Agreement.

          Section 11. Definitions.   The following terms shall have the meanings
set forth below.

          11.1  Accounting Terms.  All accounting terms not specifically defined
herein shall be construed in accordance with GAAP.

          11.2  Affiliate.  As applied to any Person, "Affiliate" shall mean any
Person,  other  than  a  Subsidiary,  directly  or   indirectly  controlling  or
controlled  by or  under common  control  with such  Person, including,  without
limitation,  any officer or director of  such Person and any Person beneficially
owning or holding 5%  or more of any class of voting  securities, provided that,
for   purposes  of  this  definition,  "control"  (including,  with  correlative
meanings, the terms "controlled  by" and "under common  control with"), as  used
with respect to  any Person, shall mean the possession,  directly or indirectly,
of the power to direct or cause  the direction of the management and policies of
such Person,  whether through the ownership of  voting securities or by contract
or otherwise,  and provided  further that no  institutional Noteholder  shall be
deemed to be  an Affiliate of the  Company or any of its  Subsidiaries solely by
reason of ownership of the Notes or other securities issued  in exchange for the
Notes or by reason of having the benefits of any agreements or covenants of  the
Company contained in this Agreement.

                                      -34-
11.3  Agreement.   "Agreement" shall mean this Note Purchase Agreement
dated  as of  July 29, 1994  by and  among the  Purchasers, the Company  and the
Guarantors.

          11.4  Agreement  References.    All references  in  this  Agreement to
Sections  are to sections of this  Agreement unless otherwise indicated.  Unless
otherwise indicated, all  references in this Agreement to  Exhibits or Schedules
are to Exhibits and Schedules attached to this Agreement.  All such Exhibits and
Schedules shall be deemed incorporated herein by this reference.

          11.5  Bank Financing.   "Bank  Financing" shall  mean the  $15 million
unsecured  financing  extended to  the  Company by  Commerce  Bank of  St. Louis
(together with any participants  in such facility, the "Banks")  and any similar
or replacement  credit facilities.   "Bank Financing  Documents" shall  mean the
Loan Agreement dated as  of December 14, 1989, by and among  the Company and the
Banks, as amended by  the First Amendment to Loan  Agreement dated as of May  1,
1991,  Second Amendment to Loan Agreement  dated April 27, 1992, Third Amendment
to Loan  Agreement  dated as  of  December 1,  1992,  Fourth Amendment  to  Loan
Agreement dated as of May 1, 1993, Fifth Amendment to Loan Agreement dated as of
April 15,  1994, and as  further amended  from time to  time, and  any documents
evidencing any similar or replacement credit facilities.

          11.6  Bankruptcy Code.  "Bankruptcy Code" shall mean the United States
Bankruptcy Code, 11 U.S.C.  101 et seq. as amended from time to time.

          11.7  Business Day.  "Business Day" shall mean as to any Note any week
day other  than a day on  which banks are  authorized to be closed  or insurance
companies are generally closed in the city in which payments under such Note are
to be made.

          11.8  Capital Lease.   "Capital  Lease" shall mean  as applied  to any
Person,  any lease  of any property  (whether real,  personal or mixed)  by such
Person as  lessee  which would,  in  accordance with  GAAP,  be required  to  be
classified and  accounted for  as a  capital lease  on a  balance sheet  of such
Person  or for which the amount  of the asset and  liability thereunder as if so
capitalized should be disclosed in a note to the balance sheet of such Person.

          11.9  Capital  Lease  Obligation.   "Capital  Lease  Obligation" shall
mean, with  respect to any  Capital Lease, the amount  of the obligation  of the
lessee thereunder which would, in accordance with GAAP, appear as a liability on
a balance sheet of such lessee in respect of such Capital Lease.

          11.10 CERCLA.   "CERCLA"  shall mean  the Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time.

                                      -35-
11.11 Change  in   Control.    "Change  in  Control"  shall  mean  the
acquisition by any Person or a group of  related Persons of more than 50% of the
Voting Stock of the Company.

          11.12 Closing.  "Closing" shall mean  the consummation of the sale and
purchase of  the  Notes pursuant  to this  Agreement, as  further referenced  in
Section 3.

          11.13 Closing  Date.   "Closing Date"  shall  mean the  date on  which
Closing occurs.

          11.14 Code.  "Code" shall  mean the Internal Revenue Code of  1986, as
amended from time to time.

          11.15 Company.   "Company" shall mean  A.P. GREEN INDUSTRIES,  INC., a
Delaware corporation.

          11.16 Consolidated Income Available for Fixed Charges.   "Consolidated
Income Available for Fixed Charges" of the  Company and its Subsidiaries for any
period  shall mean  the sum of  Consolidated Net  Earnings for such  period plus
income tax  expense, as  defined according  to GAAP,  plus  Fixed Charges,  plus
amortization expense related to goodwill, deferred charges and other  intangible
assets.

          11.17 Consolidated Net  Earnings.  "Consolidated  Net Earnings"  shall
mean with  reference to  any period  and as to  any Person,  the net  income (or
deficit) of  such  Person and  its  Subsidiaries for  such  period (taken  as  a
cumulative whole), after  deducting all operating  expenses, provisions for  all
taxes and reserves (including reserves  for deferred income taxes), amortization
of debt discount and other deferred charges, contingency reserves, depreciation,
depletion and  all other  proper deductions, all  determined in  accordance with
GAAP on  a consolidated basis,  after eliminating all  intercompany transactions
and  after  deducting  portions  of income  properly  attributable  to  minority
interests, if any, in the stock and  surplus of any subsidiaries; provided, that
there shall be excluded:

                (a)   (i)   the undistributed income (or net loss) of any entity
          which is  not a Subsidiary, and  (ii) the net income (or  net loss) of
          any Subsidiary  accrued prior to the  date it becomes a  Subsidiary of
          such Person or  is merged into or  consolidated with such Person  or a
          Subsidiary of such Person;

                (b)   any aggregate net gain  or net loss reflected  during such
          period arising from the sale, exchange or other disposition of capital
          assets (such  term to  include all fixed  assets, whether  tangible or
          intangible, all inventory  sold in conjunction with the disposition of
          fixed assets, and all securities) other than in the ordinary course of
          business;

                                      -36-
(c)   any  extraordinary,  unusual  or  non-recurring  gains  or
          losses.

          11.18 Consolidated  Tangible Net  Worth.   "Consolidated  Tangible Net
Worth"  shall mean with reference to any period  and as to any Person the sum of
the stockholder's equity and  non-redeemable preferred stock, less goodwill  and
other intangible assets, of such Person and its Subsidiaries as set forth in the
consolidated financial statements of such Person.

          11.19 Consolidated  Total   Tangible  Assets.     "Consolidated  Total
Tangible Assets" shall mean with  reference to any period and as to  any Person,
the total assets,  less goodwill, of such Person and its Subsidiaries determined
on a consolidated basis in accordance with GAAP.

          11.20 Consolidated Current  Assets.    "Consolidated  Current  Assets"
shall mean with reference to any period and as to any Person, the current assets
of such  Person and  its  Subsidiaries determined  on  a consolidated  basis  in
accordance  with GAAP,  less  the  current portion  of  the projected  insurance
recovery on asbestos claims.

          11.21 Consolidated   Current  Liabilities.     "Consolidated   Current
Liabilities" shall  mean with  reference to  any period  and as  to any  Person,
current  liabilities  of  such  Person  and its  Subsidiaries  determined  on  a
consolidated  basis in  accordance with  GAAP less  the current  portion of  the
projected insurance recovery on asbestos claims for such period.

          11.22 Debt.   "Debt"  as applied  to any  Person, shall  mean, without
duplication,  the sum  of (a)  all indebtedness  for  borrowed money  which such
Person  has  directly  or  indirectly  created, incurred  or  assumed,  (b)  all
indebtedness secured by any Lien on any  property or asset owned or held by such
Person subject  thereto, whether or  not the indebtedness secured  thereby shall
have been assumed,  (c) all indebtedness  of others with  respect to which  such
Person has become  liable by way of  a Guarantee, (d) Capital  Lease Obligations
and (e) all recourse obligations of such Person, whether absolute or contingent,
matured or unmatured,  including, without limitation  any Guarantee, related  to
asset securitization  programs established by  such Person to which  such Person
has sold any of  its assets.  In determining the Debt of  any Person there shall
be included all  indebtedness of  such Person  of the character  referred to  in
clauses (a) through (e) deemed to be  extinguished under GAAP but for which such
Person remains legally liable.

          11.23 Environmental  Laws.     "Environmental  Laws"  shall  mean  all
applicable  federal, state, and  local statutes, regulations,  ordinances, rules
and orders as in  effect from time to time pertaining  to the environment (land,
air, and  water), pollution,  asbestos, waste disposal,  and the  handling, use,
storage or disposal of hazardous or toxic substances, whether on-site or 

                                      -37-
off-site,  including without  limitation CERCLA,  the Clean  Air Act,  the Clean
Water Act, the Resource Conservation  and Recovery Act, the Superfund Amendments
and  Reauthorization   Act,  the  Toxic  Substances  Control  Act,  the  Federal
Insecticide, Fungicide  and Rodenticide  Act, the Safe  Drinking Water  Act, the
Occupational Safety and Health Act and all applicable state statutes, as amended
from time to time.

          11.24 ERISA.   "ERISA"  shall  mean  the  Employee  Retirement  Income
Security Act of 1974, as amended from time to time.

          11.25 Event of Default.  "Event  of Default" shall mean the occurrence
of an event described in Section 9.

          11.26 Financial  Statements.   "Financial Statements"  shall mean  the
audited  financial statements (balance sheet, statement  of income, statement of
cash flows) of the  Company and its Subsidiaries on a consolidated basis for the
Fiscal Year ended December 31, 1993, the Company's Form  10-K for the year ended
December 31, 1993,  the Company's Quarterly Financial  Report and Form 10-Q  for
the period  ended March  31, 1994,  and the  Company's Proxy  Statement for  the
annual meeting held May 12, 1994, all as provided to the Purchasers.

          11.27 Fiscal Quarter.   "Fiscal  Quarter" shall  mean any  three-month
fiscal period of the Company treated as a fiscal quarter by the Company.

          11.28 Fiscal Year.  "Fiscal Year"  shall mean the annual fiscal period
of the Company.

          11.29 Fixed  Charges.  "Fixed  Charges" shall mean,  with reference to
any period, the sum of the following  for the Company and its Subsidiaries on  a
consolidated basis,  after eliminating all intercompany items in accordance with
GAAP:

                (a)   Interest Expense  properly charged or chargeable to income
          during such period in accordance with GAAP; and 

                (b)   all Operating Lease Rentals properly charged or chargeable
          to income during such period in accordance with GAAP.

          11.30 Funded  Debt.    "Funded  Debt"  shall  mean,  at  any  date  of
determination, all Debt of any Person and its Subsidiaries which by its terms or
by the terms of  any instrument or agreement relating thereto  matures, or which
is otherwise  payable or  unpaid, more than  one year  from, or  is directly  or
indirectly renewable or extendible  at the option of  the Person to a date  more
than  one year (including  an option of  the Person under a  revolving credit or
similar agreement obligating the lender or lenders to extend credit over a 

                                      -38-
period of  more than one year) from the  date of the creation thereof; provided,
that  Funded  Debt  under this  Section  11.30  shall include,  at  any  date of
determination, any portion of  such Funded Debt  outstanding on such date  which
matures on demand  or within one year  from such date (whether  by sinking fund,
other  required  prepayment  or final  payment  at  maturity) and  which  is not
directly or  indirectly renewable,  extendible or refundable,  at the  option of
such Person to a date more than one year from such date.

          11.31 GAAP.     "GAAP"  shall   mean  generally   accepted  accounting
principles  as set  forth from time  to time  in the opinions  of the Accounting
Principles Board of  the American Institute of Certified  Public Accountants and
statements of the Financial  Accounting Standards Board or in such  opinions and
other entities as shall be approved  by a significant segment of the  accounting
profession, consistently applied.

          11.32 Guarantee.  "Guarantee" shall mean as applied to any Person, any
direct  or indirect  liability, contingent  or  otherwise, of  such Person  with
respect to  any indebtedness,  lease, dividend or  other obligation  of another,
including,  without limitation,  any  such  obligation  directly  or  indirectly
guaranteed, endorsed (otherwise  than for collection or deposit  in the ordinary
course  of business) or discounted  or sold with recourse by  such Person, or in
respect  of  which such  Person  is  otherwise  directly or  indirectly  liable,
including, without limitation, any such  obligation in effect guaranteed by such
Person  through any agreement (contingent  or otherwise) to purchase, repurchase
or  otherwise acquire such  obligation or any  security therefor, or  to provide
funds for the payment  or discharge of such obligation  (whether in the form  of
loans,  advances, stock  purchases, capital contributions  or otherwise),  or to
maintain the solvency or any balance  sheet or other financial condition of  the
obligor of such  obligation, or to make  payment for any products,  materials or
supplies or for any transportation or services regardless of the non-delivery or
nonfurnishing  thereof, in  any  such case  if  the purpose  or  intent of  such
agreement  is  to provide  assurance  that  such  obligation  will  be  paid  or
discharged, or  that any agreements relating  thereto will be complied  with, or
that the holders  of such obligation will  be protected against loss  in respect
thereof.   The amount of any Guarantee shall be  deemed to be the maximum amount
for which such  Person may be  liable as guarantor,  upon the occurrence of  any
contingency or otherwise, under or by virtue of its Guarantee.

          11.33 Guarantor.   "Guarantor" shall  mean either  Lime Corp.,  Canada
Refractories, U.K. Refractories, Detrick, Acquisition Corp. or Ontario  Inc. and
"Guarantors" shall mean all these entities.

          11.34 Hazardous Materials.   "Hazardous Materials" shall mean,  at any
time, (a) any "hazardous substance" as defined in  101(14) of CERCLA or 

                                      -39-
applicable sections  of any  of the  Environmental Laws  at such  time; (b)  any
"hazardous   waste",  "infectious   waste",   "hazardous  product",   "Hazardous
Material", "pollutants" or  "contaminants" as defined in applicable  sections of
any of the Environmental  Laws at such time; and (c)  any additional substances,
materials  or products  which at such  time are  classified or considered  to be
hazardous or toxic or otherwise regulated under any of the Environmental Laws.

          11.35 Intellectual Property.   "Intellectual Property" shall mean  any
trade  secret, patent, patent  application, copyright, trademark,  service mark,
brand, brandmark, brand name,  trade name,  label,  and every other  proprietary
invention, process, design, plant, work of authorship and work protectable under
titles 35 or 17 of the United States Code.

          11.36 Interest Expense.   "Interest Expense" shall mean  cash interest
expense  (including both  capitalized  and  non-capitalized  interest)  and  the
interest component of Capital Leases.

          11.37 Investment.  "Investment"  shall mean as applied  to any Person,
(a) any direct or indirect purchase or other acquisition by such Person of stock
or other securities of or any partnership  interest in any other Person; (b) any
direct or indirect capital contribution by such Person to any other  Person; (c)
any loan or advance by  such Person to any other Person, including  all debt and
accounts receivable from such other Person which are not current assets or which
did  not  arise from  sales  to such  other  Person in  the  ordinary course  of
business; (d)  any direct  or indirect  purchase  or other  acquisition by  such
Person of any assets other than assets used in the ordinary  course of business;
and (e) any  liability or obligation of  such Person to make any  such purchase,
acquisition, loan, advance or capital contribution.

          11.38 Liens.   "Liens" shall  mean as to  any Person, any  interest in
property  securing  an obligation  owed  to, or  a  claim by,  any  other Person
including,  without limitation,  any  mortgage,  lien,  pledge,  adverse  claim,
charge, security  interest or  other encumbrance in  or on,  or any  interest or
title of any vendor, lessor, lender or other secured party to  or of such Person
under any  conditional sale or other title  retention agreement or Capital Lease
with respect to,  any property or  asset owned  or held by  such Person, or  the
signing or filing of a financing statement which names such Person as debtor, or
the signing of any security agreement authorizing any other party as the secured
party thereunder  to file  any financing statement.   For  the purposes  of this
Agreement,  a Person shall be deemed to be  the owner of any assets which it has
placed in trust for the benefit  of the holders of Debt of such  Person and such
trust shall  be deemed to be  a Lien if such  Debt is deemed to  be extinguished
under GAAP and such Person remains legally liable therefor.

                                      -40-
11.39 Make-Whole  Premium.  "Make-Whole Premium" shall mean an amount,
if any, but not less than zero, by which (a) the present value as of the date in
respect  of which the  Make-Whole Premium is  to be determined  of all scheduled
principal and interest  payments thereafter due on the  portion of the principal
amount of the Note to be prepaid  discounted semiannually at a rate equal to the
sum of 50 basis points and the then existing yield  to maturity of U.S. Treasury
Securities with  an average life to  maturity nearest to the  remaining Weighted
Average Life to  Maturity of such Note,  as determined by  reference to (i)  the
yields for such  U.S. Treasury Securities reported,  as of 10:00 A.M.  (New York
City time) on the Business Day next preceding the respective payment date by the
Bloomberg Financial Markets service available on the Telerate Information System
(page 500, bid  side) (or any successor service),  or (ii) if such  yields shall
not be reported as of such time or the yields reported as of such time shall not
be  ascertainable,  as  reported  by   the  then  most  recent  Federal  Reserve
Statistical Release H.15(519) which has become publicly available as of the date
which is two  business days prior  to the date as  of which prepayment is  to be
made  (or, if  such Statistical  Release is  no longer  published,  any publicly
available source of such market data), exceeds (b) the portion of  the principal
amount of the Note to be prepaid and all accrued interest thereon.

          11.40 Margin  Security.    "Margin Security"  shall  have  the meaning
assigned to such term  in Regulation G of the Board of  Governors of the Federal
Reserve System of the United States as amended from time to time.

          11.41 Margin Stock.  "Margin Stock" shall have the meaning assigned to
such term  in Regulation  U of the  Board of  Governors of  the Federal  Reserve
System of the United States as amended from time to time.

          11.42 Material  Adverse Change or  Effect.  "Material  Adverse Change"
and  "Material Adverse Effect"  shall mean a material  adverse change or effect,
respectively, with respect  to the assets,  business, management, operations  or
condition,  financial or otherwise, of the Company and its Subsidiaries taken as
a whole.

          11.43 Multiemployer  Plan.   "Multiemployer Plan"  shall  mean a  Plan
meeting the  definition of  "multiemployer plan" contained  in either  29 U.S.C.
 1002(37)  or  29  U.S.C.  1301(a)(3),  or  a  Plan employed  by  more  than one
employer, to  which contributions are  or have been made  by the Company  or any
Related Person.

          11.44 Note Guarantee.   "Note Guarantee"  shall mean the  Guarantee of
the Company's  Obligation given by the Guarantors  to the Noteholders, such Note
Guarantee to be substantially in the form  attached to this Agreement as Exhibit
11.44.

                                      -41-
11.45 Noteholders.  "Noteholders" shall mean the holders of the Notes,
as  reflected in  the Note  register  referenced in  Section 1.3.    The initial
Noteholders shall be the Purchasers.

          11.46 Notes.  "Notes" shall mean the Notes as specified in Section 1.1
hereof.

          11.47 Obligations.   "Obligations" shall  mean all obligations  of the
Company or  its Subsidiaries  under the  Operative Documents, including  without
limitation all amounts due under the Notes or any Note Guarantees.

          11.48 Operating Lease.  "Operating Lease"  shall mean any lease of the
Company or  its Subsidiaries of any  property (whether real, personal  or mixed)
which is not a Capital Lease, other than any such lease having a term (including
all renewal  terms, whether or  not exercised) of less  than 12 months  from the
date of inception of such lease.

          11.49 Operating Lease Rentals.   "Operating Lease Rentals"  shall mean
the total rentals due on Operating Leases for the respective period in question,
including amounts  payable in  respect of taxes,  maintenance and  other similar
impositions under the Operating Leases.

          11.50 Operative  Documents.    "Operative  Documents"  shall  mean the
Notes, this  Agreement, the  Note Guarantee and  all certificates,  opinions and
other documents  issued  or delivered  in  connection with  the Notes  and  this
Agreement.

          11.51 Permitted  Investments.  "Permitted  Investments" shall mean any
Investment in:

                (a)   one or more wholly-owned Subsidiaries or any Person which,
          concurrent with such Investment, becomes a wholly-owned Subsidiary;

                (b)   stock  or securities  of a  corporation  in settlement  of
          debts owing to the Company or the respective Subsidiary arising in the
          ordinary course of business;

                (c)   marketable direct obligations issued or guaranteed  by the
          United  States of  America or  issued by  any agency  thereof maturing
          within one year from the date of acquisition thereof;

                (d)   certificates  of deposit maturing within one year from the
          date  of acquisition thereof  issued by commercial  banks incorporated
          under the laws of the United States of America or any state thereof or
          the District  of Columbia, whose  deposits are insured by  the Federal
          Deposit Insurance Corporation and each having as at any date of 

                                      -42-
determination   combined  capital  and   surplus  of  not   less  than
          $500,000,000;

                (e)   commercial paper of a corporation organized under the laws
          of the  United States of America or any  state thereof or the District
          of Columbia maturing no  more than 270 days from the  date of creation
          thereof and having as at any date of  determination the rating A-1/P-1
          from  Standard &  Poor's Corporation  and  Moody's Investors  Service,
          Inc.;

                (f)   loans and advances  made by the Company  or any Subsidiary
          to  its employees  for expenses  incurred  in the  ordinary course  of
          business; and

                (g)   Investments other  than as  described in  (a) through  (f)
          above which are  existing on  the Closing Date  and listed on  Section
          11.51 of Schedule III.

          11.52 Permitted Liens.  "Permitted Liens" shall mean:

                (a)   pledges  or deposits by  the Company and  its Subsidiaries
          under workman's  compensation  laws, unemployment  insurance  laws  or
          similar legislation, or  good faith deposits in connection  with bids,
          tenders, contracts (other than for the payment of Debt  by the Company
          or  its  Subsidiaries),  or  leases   to  which  the  Company  or  its
          Subsidiaries  are parties,  or deposits  of cash  or United  States of
          America  Government  Bonds  to  secure  surety  or  appeal  bonds   or
          performance bonds to which the Company or its Subsidiaries are parties
          or which are issued for their account;

                (b)   Liens imposed  by law, such  as carriers', warehousemen's,
          materialmen's  and mechanics' liens, or Liens arising out of judgments
          or awards  against the  Company and its  Subsidiaries with  respect to
          which the Company and its Subsidiaries at  the time shall currently be
          prosecuting  an appeal or proceedings for  review in good faith and by
          proper procedure and with respect to which adequate reserves have been
          established on the books of the Company;

                (c)   Liens  for  taxes   not  yet  subject  to   penalties  for
          nonpayment and Liens for taxes the payment of which is being contested
          in good  faith by  appropriate proceedings and  with respect  to which
          adequate reserves have been established;

                (d)   minor survey exceptions,  minor encumbrances, easements or
          reservations of, or rights of others for,  rights of way, highways and
          railroad crossings,  sewers, electric  lines, telegraph  and telephone
          lines and other similar purposes, or zoning or other restrictions as 

                                      -43-
to the  use of  real properties, other  minor title  imperfections, or
          other Liens incidental to the conduct  of the business of the  Company
          or any of its Subsidiaries or to the ownership of their property which
          Liens were not incurred in connection with Debt of the Company  or any
          of its  Subsidiaries, and which  Liens do not  individually or  in the
          aggregate materially  detract from  the value  of  said properties  or
          materially impair  the operation of the  business taken as  a whole of
          the Company or such Subsidiaries;

                (e)   Liens  existing  on  the  date  hereof  and  specified  on
          Schedule III hereto, and any  extension, renewal or replacement of any
          such Lien  in respect of  the same property subject  thereto; provided
          that the  principal amount  of Debt associated  with such Liens  in no
          event  shall exceed  the principal  amount of  such Debt  on the  date
          hereof and do not affect  the title to or use of the assets encumbered
          thereby;

                (f)   (i)   any Lien in  Property or in rights  relating thereto
          to  secure  any  rights  granted  with respect  to  such  Property  in
          connection with the provision  of all or a part of  the purchase price
          or cost of the construction of such Property created contemporaneously
          with, or  within 120 days after such  acquisition or the completion of
          such  construction, or  (ii) any  Lien  in Property  existing in  such
          Property at the time of acquisition  thereof, whether or not the  debt
          secured thereby is assumed by the Company or such Subsidiary; or (iii)
          any Lien existing  in the Property of  a corporation at the  time such
          corporation  is merged  into or  consolidated  with the  Company or  a
          Subsidiary or at the time of a sale, lease or other disposition of the
          Properties of a corporation or firm as an entirety or substantially as
          an entirety to  the Company  or a Subsidiary,  provided that all  such
          Liens under  this Section 11.52(f) shall  not exceed 100% of  the fair
          market value on the related property.

                (g)   Liens  securing  Debt  of the  Company  to  a wholly-owned
          Subsidiary; and

                (h)   other  Liens incidental  to  the  normal  conduct  of  the
          business of  the Company or  any Subsidiary  or the  ownership of  the
          property of such Person which are not incurred in connection with  the
          incurrence of Debt and which do not in the aggregate materially impair
          the use  of such  property in  the operation  of the  business of  the
          Company and  its Subsidiaries taken  as a whole  or the value  of such
          property for the purpose of such business.

                                      -44-
Notwithstanding the  restrictions provided  herein, the Company  and any  one or
more Subsidiaries may either (a) create, issue, incur or assume Liens  otherwise
prohibited, or (b) incur, create or assume unsecured Total Debt of Subsidiaries,
provided  that the sum of clauses  (a) and (b) hereof  does not exceed an amount
equal  to  15%  of  Consolidated Tangible  Net  Worth  of  the  Company and  its
Subsidiaries.

          11.53 Person.     "Person"  shall  mean  a  corporation,  association,
partnership,   trust,  joint   venture,   organization,  business,   individual,
government (or political subdivision thereof) or governmental agency.

          11.54 Plan.  "Plan"  shall mean an "employee pension  benefit plan" as
defined in Section 3 of ERISA.

          11.55 Potential Event of Default.  "Potential Event of  Default" shall
mean a  condition or event which, with  notice or the passage of  time, or both,
would constitute an Event of Default.

          11.56 Private  Placement Memorandum.   "Private  Placement Memorandum"
shall mean the  Confidential Private Placement Memorandum dated as of June, 1994
prepared by Bear,  Stearns & Co. Inc. regarding $25,000,000  of Senior Unsecured
Notes due in 2001, and provided to the Purchasers to induce them to purchase the
Notes.

          11.57  Property.   "Property" shall mean  any interest in any  kind of
property or asset, whether real, personal or mixed, or tangible or intangible.

          11.58 Purchasers.  "Purchasers" shall mean the institutional investors
who purchase the Notes and who are set forth on Schedule I.

          11.59 Rating  Agencies.  "Rating  Agencies" shall mean  Duff & Phelps,
Inc., Moody's Investors Services and Standard & Poor's Corporation.

          11.60 Related Person.  "Related Person"  shall mean any corporation or
trade or  business that is a member of the same controlled group of corporations
(within the meaning of Section  414(b) of the Code) as  the Company or is  under
common control  (within the  meaning of  Section 414(c)  of the  Code) with  the
Company or is a  member of any affiliated  service group (within the meaning  of
Section 414(m) of the Code) which  includes the Company or is otherwise  treated
as part  of the controlled group which includes  the Company (within the meaning
of Section 414(o) of the Code).

          11.61 Release.  "Release"  or "Released" shall mean, at  any time, any
"release" of Hazardous Materials as defined in  101(22) of CERCLA or applicable 

                                      -45-
sections  of any of  the Environmental Laws  at such time  and any terms similar
thereto as used in any Environmental Laws at such time.

          11.62 Restricted Payments.  "Restricted Payments" shall mean dividends
(including, without  limitation, dividends payable  in cash  and other  non-cash
distributions and  all  accrued cumulative  dividends  on preferred  stock,  but
excluding  dividends payable  in stock  of  the Person);  stock redemptions  and
repurchases;  or payments  with respect  to warrants,  options, rights  or puts;
other  cash  distributions  in  respect of  the  capital  stock  of the  Person,
excluding  dividends,  stock  redemptions  and repurchases,  warrants,  options,
rights and  puts; other cash distributions  in respect of capital  stock between
the  Person and  its  Subsidiaries  or between  Subsidiaries;  and any  optional
prepayments of the subordinated debt of the Person or its Subsidiaries.

          11.63 SEC.  "SEC" shall mean the Securities and Exchange Commission.

          11.64 Subsidiary.   "Subsidiary"  shall  mean as  to  any Person,  any
entity in which such Person and/or one  or more Subsidiaries of such Person owns
or controls a  majority of the  outstanding voting securities  of the entity  or
such securities which has power to elect a majority of the board of directors.

          11.65 Significant Subsidiary.   "Significant Subsidiary" shall  mean a
Subsidiary which meets the conditions of a "significant subsidiary" set forth in
Regulation S-X promulgated by the SEC at 17 CFR   210.1-02.

          11.66 Taxes.   "Taxes"  shall mean  all taxes,  assessments and  other
governmental  fees, charges, claims  and levies, including,  without limitation,
any such  amounts based on  revenue, income, gross receipts,  purchases, leases,
licenses,  sales,  use,  business,   franchises,  shares,  operations,  business
occupation,  capital surplus,  earnings,  distributions, dividends,  properties,
assets,  wages,  employment  or  services,     and  further  including,  without
limitation, any penalties or interest thereon.

          11.67 '34  Act.  "'34  Act" shall mean the  Securities Exchange Act of
1934, as amended from time to time.

          11.68 '33 Act.   "'33 Act" shall mean  the Securities Act of  1933, as
amended from time to time.

          11.69 Total Capitalization.   "Total Capitalization" shall  mean Total
Debt plus Consolidated Tangible Net Worth.

          11.70 Total Debt.  "Total Debt" shall mean all Debt of a Person except
Debt to such Person from, or from such Person to, its wholly-owned Subsidiary.

                                      -46-
11.71 Voting Stock.   "Voting Stock"  shall mean capital stock  of any
class or classes of  a corporation having power under ordinary  circumstances to
vote for the election of members of the board of  directors of such corporation,
or persons performing  similar functions (irrespective of whether  or not at the
time stock  of any  of the  class or classes  shall have  or might  have special
voting power or rights by reason of the happening of any contingency).

          11.72 Weighted Average  Life to Maturity.   "Weighted Average  Life to
Maturity"  shall mean as  applied to any Debt  at any date,  the number of years
obtained by dividing (a) the then outstanding principal amount of such Debt into
(b) the total  of the products  obtained by multiplying  (i) the amount of  each
then  remaining installment,  sinking fund,  serial maturity  or other  required
payment, including payment  at final maturity, in  respect thereof, by (ii)  the
number  of years  (calculated  to  the nearest  one-twelfth)  which will  elapse
between such date and the date on which such payment is to be made.

          Section 12. Miscellaneous.

          12.1  Entire Agreement.  This Agreement is the complete and  exclusive
statement  of the  understanding between  the parties  and supersedes  all prior
offers, proposals, understandings  and agreements, oral or  written, between the
parties relating to the subject matter hereof.

          12.2  Amendments, Changes and  Modifications.  This Agreement  may not
be  effectively amended,  changed, modified  or altered,  except in  writing and
thereupon  executed  by  the Company  and  the  number of  holders  of  all then
outstanding Notes required for approvals under Section 12.9.

          12.3  Applicable  Law;  Submission  to Jurisdiction.    This Agreement
shall  be  governed  by and  construed  pursuant to  the  laws of  the  State of
Missouri.  Any legal action or proceeding  with respect to this Agreement or any
other Operative  Document may be brought in the courts  of the State of Missouri
or of  the  United States  of  America for  the  Eastern District  of  Missouri,
Northern Division and, by execution and  delivery of this Agreement, the Company
and each  Guarantor hereby accepts  for itself and  in respect of  its property,
generally and  unconditionally, the jurisdiction  of the aforesaid courts.   The
Company and each Guarantor irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of  copies thereof  by registered  or certified  mail, postage  prepaid,  to the
Company or the Guarantor at its address  specified in Section 12.4, such service
to become effective 30 days  after such mailing.  The Company and each Guarantor
hereby  irrevocably  waives  trial  by   jury,  any  objection  based  on  forum
nonconvenience, and  any objection to  venue of any action  instituted hereunder
and consents to the granting of such legal or equitable relief as is deemed 

                                      -47-
appropriate  by  the  court.   Nothing  herein  shall affect  the  right  of any
Noteholder to serve  process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed  against the Company or any Guarantor  in
any other jurisdiction.

          12.4  Notices.  All communications under the Operative Documents shall
be in writing and addressed to the parties as follows:

          To the Company:

          A.P. GREEN INDUSTRIES, INC.
          Green Boulevard
          Mexico, Missouri  65265
          Attention: Chief Financial Officer
          with a copy to Michael Cooney, Esq. at such address

          To the Guarantors:

          Addressed to  such Guarantors,  in care  of the  Company at  the above
          address

          To the Noteholders:

          At the address shown for each Noteholder on Schedule I

or such other address as the parties may specify in writing from time to time.

Notices shall be deemed  given or made when served personally  or when deposited
in  the  United States  mail  (registered  or certified)  or  with a  nationally
recognized express courier  properly addressed with postage  or delivery charges
prepaid or   when transmitted by  telex or telegraphic means  or by telecopy  or
facsimile transmissions, answer back confirmed.

          12.5  Captions.  The  captions and headings  are for convenience  only
and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.

          12.6  Counterparts.    This  Agreement  may  be  executed  in  several
counterparts and  such counterparts together  shall constitute one and  the same
instrument.

          12.7  Assignment.   Whenever  in this  Agreement  any of  the  parties
hereto is referred to, such reference shall  be deemed to include the successors
and assigns of such party,  and all covenants, promises and agreements  by or on
behalf of the Company or any Subsidiaries which are contained in  this Agreement
shall  bind and  inure  to the  benefit  of the  successors and  assigns  of the
Noteholders.   Notwithstanding the foregoing,  the Company shall not  assign its
rights or delegate its duties under this Agreement, except in connection with a 

                                      -48-
merger  or consolidation  permitted by  Section 7.2,  without the  prior written
consent of each of the Noteholders.

          12.8  Survival of Representations and Warranties.  All representations
and warranties made  herein, and in the certificates  delivered pursuant hereto,
shall survive the execution and  delivery to the Noteholders of this  Agreement,
any inspection, investigation or audit made by or on behalf of  the Noteholders,
the purchase of the Notes, and the disposition of the proceeds thereof, and such
representations and warranties shall continue in  full force and effect so  long
as any Note is  outstanding and unpaid or the Company has  not satisfied in full
its Obligations to the Noteholders.

          12.9  Consents; Noteholder  Action.    Except  as  otherwise  provided
herein, all actions, consents, waivers and approvals by the Noteholders shall be
deemed  taken or given and amendments hereto deemed  agreed to if the holders of
more  than  51%  or more  in  principal  amount of  the  outstanding  Notes have
indicated their assent.   Any concessions made by the Company  to any Noteholder
shall be offered to and for the benefit of all Noteholders.  Notwithstanding the
foregoing,  any  amendment  to or  waiver  of  the payment  terms  of  the Notes
(including, without  limitation, any  amendment or  waiver respecting  maturity,
principal amount, interest rate, Make-Whole Premium, or timing of payment of any
of  the  foregoing, regardless  of  whether  related  to mandatory  or  optional
payments)  or any  amendment  or  waiver to  the  percentage voting  requirement
contained herein  shall require  the unanimous approval  of the  holders of  all
Notes.    For purposes  of  this  Agreement,  Notes  held by  the  Company,  its
Subsidiaries, or their Affiliates shall not be considered in determining whether
any percentage voting requirement has been satisfied.

          12.10 Reproduction  of  Documents.    This  Agreement,  the  Operative
Documents,  and all documents, instruments, agreements and certificates relating
thereto,  including,  without  limitation  all   consents,  waivers,  approvals,
amendments and notices  which may hereafter be executed or  given, all documents
delivered  at Closing  (excluding  the  Notes)  and  all  documents,  materials,
certificates and reports previously or  hereafter provided to the Noteholders by
the Company (including,  without limitation,  the Financial  Statements and  the
Private   Placement  Memorandum)  may  be  reproduced   by  the  Noteholders  by
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and the original of any such reproduction may be destroyed.  The
Company hereby stipulates and agrees that, to the extent permitted by applicable
law, any  such reproduction  shall  be admissible  in evidence  as the  original
itself  in any judicial or administrative proceeding whether or not the original
is in existence  and whether or  not such reproduction  was made in the  regular
course of  business and  any enlargement, facsimile  or further  reproduction of
such reproduction shall likewise be admissible in evidence.

                                      -49-
12.11 No  Third Party  Beneficiaries.    Nothing  in  this  Agreement,
express  or implied, is intended to confer  on any person other than the parties
hereto  or  their  respective  successors and  assigns,  any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
July 29, 1994.

          COMPANY:            A.P. GREEN INDUSTRIES, INC.

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

          GUARANTORS:         APG LIME CORP.

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

                              A.P. GREEN REFRACTORIES (CANADA), LTD.)

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

                              A.P. GREEN REFRACTORIES LIMITED (UNITED KINGDOM)

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Director

                              DETRICK REFRACTORY FIBERS, INC.

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

                                      -50-
GENERAL ACQUISITION CORPORATION

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

                              1086215 ONTARIO Inc.

                              By:    /s/ Gary L. Roberts
                              Name:  Gary L. Roberts
                              Title: Treasurer

          NOTEHOLDERS:        CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                              By CIGNA Investments, Inc.

                              By:    /s/ Stephen L. Roberts
                              Name:  Stephen L. Roberts
                              Title: Vice President

                              CONNECTICUT  GENERAL  LIFE INSURANCE  COMPANY,  on
                              behalf of one or more separate accounts
                              By CIGNA Investments, Inc.

                              By:    /s/ Stephen L. Roberts
                              Name:  Stephen L. Roberts
                              Title: Vice President

                              THE FRANKLIN LIFE INSURANCE COMPANY

                              By:    /s/ Daniel C. Leimbach
                              Name:  Daniel C. Leimbach
                              Title: Vice President

                              By:    /s/ Eliz E. Arthur
                              Name:  Elizabeth E. Arthur
                              Title: Assistant Secretary

                                      -51-
PHYSICIANS LIFE INSURANCE COMPANY

                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager

                              GUARANTEE TRUST LIFE INSURANCE COMPANY

                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager

                              HOMESTEADERS LIFE COMPANY

                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager

                              WORLD INSURANCE COMPANY

                              By:    /s/ K. Lange
                              Name:  Kathy R. Lange
                              Title: Senior Portfolio Manager

                                      -52-