============================================================================

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549-1004


                                  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) October 27, 2000
                                                       ----------------


                      Commission File Number 33-64325
                                             --------


                          REUNION INDUSTRIES, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


        DELAWARE                                    06-1439715
------------------------              ------------------------------------
(State of Incorporation)              (I.R.S. Employer Identification No.)


                      11 STANWIX STREET, SUITE 1400
                      PITTSBURGH, PENNSYLVANIA 15222
       ------------------------------------------------------------
       (Address of principal executive offices, including zip code)


                              (412) 281-2111
           ----------------------------------------------------
      (Registrant's telephone number, including area code)


                           Page 1 of 41 pages.

                       Exhibit index is on page 19.

==========================================================================
             FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     This Current Report on Form 8-K contains forward-looking statements as
defined by Section 21E of the Securities Act of 1934, as amended, concerning
the Registrant's expectations about future and pro forma results of
operations, financial position and cash flows, which are dependent upon future
events beyond the Registrant's control.  Note that all forward-looking
statements involve risks and uncertainties including, without limitation,
factors which could cause the future results and shareholder values to differ
significantly from those expressed in the forward-looking statements.  In
light of the risks and uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by Reunion or any other person that the forward-
looking statements will occur.

                                    - 2 -
ITEM 2.   Acquisition or Disposition of Assets.
          -------------------------------------

     On October 27, 2000, Reunion Industries, Inc. (the "Registrant"),
completed the sale of substantially all of its wine grape agricultural
operations and real estate in Napa County, California to The Vineyards at
Juliana LLC, a Seattle, Washington based company.

     The consideration received by Reunion was $16.5 million after transaction
related costs and was used for general corporate purposes including the
repayment of $16.5 million in debt.  Reunion has estimated that the gain on
sale is approximately $2.2 million.


ITEM 7.   Financial Statement and Exhibits.
          ---------------------------------

(a)  Financial Statements

     None.

                                    - 3 -
(b)  Pro Forma Financial Information

                           REUNION INDUSTRIES, INC.
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                             FINANCIAL STATEMENTS

     The accompanying unaudited pro forma consolidated condensed financial
statements and related notes are presented in accordance with the SEC rules
and regulations to show the pro forma effects of the following items:

* Merger of Chatwins Group with and into Reunion

* Acquisition of Kingway

* Sale of Data Packaging Holdings Limited (DPHL)

* Sale of substantially all of the assets and business of Juliana Vineyards

     DPHL was an Irish holding company which owned all of the outstanding
common stock of Data Packaging Limited, Reunion's Irish plastics business.
Juliana Vineyards was Reunion's wine grape agricultural operations.

     The merger was completed on March 16, 2000 and is being accounted for as
a purchase under APB Opinion No. 16 "Business Combinations" with Chatwins
Group as the acquirer for purposes of applying purchase accounting.
Accordingly, Chatwins Group's assets and liabilities were accounted for at
historical book values and the approximately 63% of the assets and liabilities
of Reunion not previously owned by Chatwins Group were revalued at their
estimated fair value.  The excess of purchase price over fair value of assets
acquired and liabilities assumed (goodwill) for the acquisition of the
approximately 63% of Reunion common stock not previously owned by Chatwins
Group has been capitalized and is being amortized over 15 years.

     Simultaneously with the closing of the merger and related refinancing,
Reunion acquired Kingway.  This acquisition was accounted for as a purchase
under APB Opinion No. 16.

     The disposition of DPHL occurred on August 31, 2000.  The effects of this
disposition are reflected in the Reunion Industries historical condensed
consolidated balance sheet in the unaudited pro forma consolidated condensed
balance sheet as of September 30, 2000 presented herein.  The proceeds of
$11,330,000 after transaction-related costs were used to repay debt.

     The disposition of substantially all of the assets and business of
Juliana occurred on October 27, 2000.  The proceeds of $16,502,000 after
transaction-related costs were used to repay debt.  Because the sale of
Juliana's assets closed before the issuance of the Company's financial
statements for the quarter ended September 30, 2000, the Company classified
and began accounting for the agricultural operations as discontinued
operations in accordance with Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", which requires discontinued operations to be
reported separately from continuing operations.  Accordingly, the net assets
of Juliana are included in net assets of discontinued operations in the
accompanying Reunion Industries historical consolidated condensed balance
sheet in the unaudited pro forma consolidated condensed balance sheet as of

                                    - 4 -
September 30, 2000 presented herein and the operations of Juliana are excluded
from the accompanying Reunion Industries historical consolidated condensed
statement of operations in the unaudited pro forma consolidated condensed
statement of operations for the nine months ended September 30, 2000 presented
herein.

     The unaudited pro forma consolidated condensed balance sheet as of
September 30, 2000 includes the effects of the March 16, 2000 merger,
simultaneous acquisition of Kingway and sale of DPHL and is based on the
assumption that the sale of Juliana's assets was completed on September 30,
2000.  The unaudited pro forma consolidated condensed income statement for the
nine months ended September 30, 2000 is based on the assumptions that the
merger, the simultaneous acquisition of Kingway and the sales of DPHL and
Juliana's assets were completed January 1, 2000.  The Reunion Industries
historical financial information presented in the unaudited pro forma
consolidated condensed balance sheet and statement of operations at and for
the nine months ended September 30, 2000 is derived from Reunion's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000.  The unaudited
pro forma consolidated condensed income statement for the year ended December
31, 1999 is based on the assumption that the merger, the simultaneous
acquisition of Kingway and the sales of DPHL and Juliana's assets were
completed January 1, 1999.  The Reunion Industries pro forma financial
information presented in the first column of the unaudited pro forma
consolidated condensed statement of operations for the year ended December 31,
1999 is derived from Item 7(b) of Reunion's Current Report on Form 8-K as
filed on September 15, 2000, which already includes the pro forma effects of
the merger, the simultaneous acquisition of Kingway and the sale of DPHL.

     The disposition of Juliana's assets represents a disposition of a
discontinued operation and would usually require a pro forma condensed balance
sheet for the most recent historical balance sheet and pro forma condensed
income statements for the last three fiscal years and the current and prior
year interim periods.  In the merger on March 16, 2000, Chatwins Group was
considered the acquirer for purposes of applying purchase accounting.
Accordingly, all pre-merger historical financial statements in Reunion's post-
merger SEC filings will be those of the former Chatwins Group.  Because
Chatwins Group used the equity method to account for its approximately 37%
investment in Reunion prior to the merger, reclassification of Juliana to
discontinued operations will have an effect on Chatwins Group's results from
continuing operations presented in its pre-merger historical financial
statements as follows ($'s in 000's, except for per share data):

                               Nine months ended
                              September 30, 1999    Year ended December 31,
                                      (unaudited)        1998         1997
                              ------------------    ---------    ---------
Income (loss) from continuing
  operations as reported                 $  (125)     $   103      $ 2,506
Effect of reclassification
 (unaudited)                                 364          679          602
                                         -------      -------      -------
Restated income from continuing
  operations                                 239          782        3,108
Preferred stock dividend accretions         (342)        (456)        (456)
                                         -------      -------      -------
Restated income (loss) applicable to
  common stockholders                    $  (103)     $   326      $ 2,652
                                         =======      =======      =======
                                    - 5 -
Income (loss) from continuing
  operations per common share -
  basic and diluted                      $ (0.01)     $  0.03      $  0.28
                                         =======      =======      =======
Weighted average number
  of common shares - basic
  and diluted (1)                          9,500        9,500        9,500
                                        ========     ========      =======

(1) - Restated to give retroactive effect to the recapitalization of the
former Chatwins Group in the merger.

     Pro forma data are based on assumptions and include adjustments as
explained in the notes to the unaudited pro forma consolidated condensed
financial statements.  The pro forma data are not necessarily indicative of
the financial results that would have occurred had the transactions been
effective on the dates indicated above, and should not be viewed as indicative
of operations in future periods.  The unaudited pro forma consolidated
condensed financial statements should be read in conjunction with the
accompanying notes and with Reunion's, Chatwins Group's and Kingway's
financial statements.  The financial statements, Management's Discussion and
Analysis of Financial Condition and Results of Operations and a description of
the business of Chatwins Group are included under Item 7(a) of Reunion's
Current Report on Form 8-K/A as filed on May 4, 2000.  The financial
statements of Kingway are included under Item 7(a) of Reunion's Current Report
on Form 8-K/A as filed on May 4, 2000.

                                    - 6 -
                           REUNION INDUSTRIES, INC.
           UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
                      September 30, 2000 (in thousands)

                           Reunion     Less                           Reunion
                        Industries    Juliana      Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
ASSETS:
Cash                      $    826     $      -   $ 16,502 (1)
                                                   (16,502)(1)      $    826
Receivables                 35,863            -          -            35,863
Inventories                 20,973            -          -            20,973
Other current assets         3,729            -          -             3,729
Net assets of discontinued
  operations                 5,533       (5,533)         -                 -
                          --------     --------    -------          --------
Total current assets        66,924       (5,533)         -            61,391

Property - net              32,614            -          -            32,614
Goodwill                    18,355            -          -            18,355
Other assets                18,672            -          -            18,672
                          --------     --------   --------          --------
Total assets              $136,565     $ (5,533)  $      -          $131,032
                          ========     ========   ========          ========
LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Current long-term debt    $  4,023     $      -   $      -          $  4,023
Current long-term debt-
  related parties            2,998            -          -             2,998
Revolving credit facility   29,329            -     (8,452)(1)        20,877
Trade payables              18,714            -          -            18,714
Accrued other               12,444            -          -            12,444
Net liabilities of
  discontinued operations        -        7,977     (7,323)(1)
                                                      (654)(1)
                                                       633 (3)           633
                          --------     --------   --------          --------
Total current liabilities   67,508        7,977    (15,796)           59,689

Long-term debt              44,743            -          -            44,743
Long-term debt-related party 1,017            -          -             1,017
Other liabilities            2,564            -          -             2,564
Intercompany                     -      (13,510)    16,502 (1)
                                                       (73)(1)
                                                    (2,286)(2)
                                                      (633)(3)             -
                          --------     --------   --------          --------
Total liabilities          115,832       (5,533)    (2,286)          108,013
                          --------     --------   --------          --------

                                    - 7 -
                           REUNION INDUSTRIES, INC.
     UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (Continued)
                      SEPTEMBER 30, 2000 (in thousands)

                           Reunion      Less                          Reunion
                        Industries    Juliana      Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
  Stockholders' equity:
Common stock                   152            -          -               152
Paid-in capital             24,608            -          -            24,608
Retained earnings
  (accumulated deficit)     (4,027)           -      2,286 (2)        (1,741)
                          --------     --------   --------          --------
Total stockholders' equity  20,733            -      2,286            23,019
                          --------     --------   --------          --------
Total liabilities and
  stockholders' equity    $136,565     $ (5,533)  $      -          $131,032
                          ========     ========   ========          ========

                                    - 8 -
                            REUNION INDUSTRIES, INC.
      UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                   (in thousands, except per share amounts)

                           Reunion                                    Reunion
                        Industries    Less DPHL    Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
SALES                     $136,195     $ (5,032)   $ 14,996 (a)      $146,159
Operating costs
  and expenses:
Cost of sales              109,331       (4,349)     11,826 (a)       116,808
Selling, general
  and administrative        16,778         (603)      2,345 (a)        18,520
Amortization of goodwill       702         (143)        366 (a)           925
Other (income) expense, net (4,426)          84       4,818 (a)(f)        476
                          --------     --------    --------          --------
OPERATING PROFIT            13,810          (21)     (4,359)            9,430

Interest expense             7,338         (123)       (678)(b)         6,537
Equity loss from affiliate     296            -        (296)(c)             -
                          --------     --------    --------          --------
Income from continuing
  operations before taxes    6,176          102      (3,385)            2,893
Income tax expense             654           (6)        509 (d)         1,157
                          --------     --------    --------          --------
Income from continuing
  operations                 5,522          108      (3,894)            1,736
Preferred stock
  dividend accretions           95            -         (95)(e)             -
                          --------     --------    --------          --------
Income available to
  common stockholders     $  5,427     $    108    $ (3,799)         $  1,736
                          ========     ========    ========          ========

                                    - 9 -
                            REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Continued)
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                   (in thousands, except per share amounts)

                           Reunion                                    Reunion
                        Industries    Less DPHL    Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------

Income from continuing
  operations per common
  share:

Basic                     $   0.44                                   $   0.13
                          ========                                   ========

Diluted                   $   0.43                                   $   0.13
                          ========                                   ========

Weighted average number
  of common shares

Basic                       12,564                           682*      13,246
                          ========                      ========     ========

Diluted                     12,624                           682*      13,306
                          ========                      ========     ========

* - Represents the effect of the 2,490,000 public shares of Reunion not
retired in the merger assuming the merger occurred on January 1, 2000
(2,490,000 x 75 days in pre-merger period / 274 days).

                                    - 10 -
                            REUNION INDUSTRIES, INC.
      UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999
                    (in thousands, except per share amounts)

                           Reunion      Less                          Reunion
                        Industries     Juliana     Pro Forma       Industries
                         Pro Forma   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
SALES                     $200,718    $  (4,524)    $     -          $196,194
Operating costs
  and expenses:
Cost of sales              164,813       (4,142)          -           160,671
Selling, general
  and admin.                25,060         (497)          -            24,563
Amortization of goodwill     1,254            -           -             1,254
Other                          724          226           -               950
                          --------     --------    --------          --------
OPERATING PROFIT             8,867         (111)          -             8,756

OTHER (INCOME) EXPENSE:
Interest expense             9,927       (1,430)       (718)(g)         7,779
Provision for Bargo
  judgment and costs         1,646            -           -             1,646
Bargo settlement gain       (3,617)           -           -            (3,617)
Equity loss from affiliate       -            -           -                 -
Other (income) expense        (672)           -           -              (672)
                          --------     --------    --------          --------
Income from continuing
  operations before taxes    1,583        1,319         718             3,620
Income tax expense             633            -         815 (h)         1,448
                          --------     --------    --------          --------
Income (loss) from
  continuing operations   $    950     $  1,319    $    (97)         $  2,172
                          ========     ========    ========          ========

                                    - 11 -
                            REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Continued)
                      FOR THE YEAR ENDED DECEMBER 31, 1999
                    (in thousands, except per share amounts)

                           Reunion                                    Reunion
                        Industries    Less DPHL    Pro Forma       Industries
                         Pro Forma   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------

Income from continuing
  operations per common
  share:

Basic                     $   0.08                                   $   0.18
                          ========                                   ========

Diluted                   $   0.08                                   $   0.18
                          ========                                   ========

Weighted average number
  of common shares

Basic                       11,974                                     11,974
                          ========                                   ========

Diluted                     11,974                                     11,974
                          ========                                   ========

                                    - 12 -
                           REUNION INDUSTRIES, INC.
   NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               (in thousands)

Note 1.   Pro Forma Adjustments to the Unaudited Pro Forma Consolidated
          Condensed Balance Sheet

          Adjustments to the unaudited pro forma combined balance sheet as
          of September 30, 2000:

          (1)   To record the receipt of $16.5 million of cash proceeds from
the disposition and the uses of the proceeds as follows:

                Uses of proceeds:
                                           Within Discontinued Operations
                                       --------------------------------------
                                                  Accrued     Other    Total
                             Revolver    Debt       Other     Costs     Uses
                             --------  --------  --------  --------  --------
Revolver paydown             $  8,452  $      -  $      -  $      -  $  8,452
Note payable                        -     7,323         -         -     7,323
Accrued interest                    -         -       169         -       169
Prepayment penalty                  -         -         -        73        73
Napa national crop loan             -         -       485         -       485
                             --------  --------  --------  --------  --------
  Totals                     $  8,452  $  7,323  $    654  $     73  $ 16,502
                             ========  ========  ========  ========  ========


          (2)  Represents the elimination of the investment in the assets of
Juliana sold and resulting $2.3 million gain.  There is no provision for
income taxes related to the gain on sale of Juliana's assets as it is assumed
that the valuation allowance against deferred tax assets related to the
Company's net operating loss carryforwards is reduced for the tax effect of
the gain.

                                    - 13 -
          (3)  Represents the establishment of a reserve for post-sale
transaction-related costs resulting in pro forma net liabilities of
discontinued operations as follows:

                                  Discontinued                 Discontinued
                                    Operations    Effect of      Operations
                                    Historical       Sale         Pro Forma
                                  ------------    ---------    ------------
     ASSETS:
Cash and cash equivalents             $     49     $      -        $     49
Receivables, net                         1,257            -           1,257
Other current assets                     1,401            -           1,401
Property, plant and equipment, net      16,248      (15,998)            250
Other assets, net                          259            -             259
                                      --------     --------        --------
Total assets                            19,214      (15,998)          3,216
                                      --------     --------        --------
     LIABILITIES AND EQUITY:
Current maturities of debt                 864         (184)            680
Trade payables                             504            -             504
Other current liabilities                  648          (21)            627
Reserve for estimated expenses           2,016            -           2,016
Other long-term debt                     7,139       (7,139)              -
Other liabilities                           22            -              22
Minority interest                        2,488       (2,488)              -
                                      --------     --------        --------
Total liabilities and equity            13,681       (9,832)          3,849
                                      --------     --------        --------
Net assets (liabilities) of
  discontinued operations             $  5,533     $ (6,166)       $   (633)
                                      ========     ========        ========

                                    - 14 -
Note 2.   Pro Forma Adjustments to the Unaudited Pro Forma Consolidated
          Condensed Statements of Operations

          Adjustments to the unaudited pro forma consolidated condensed
          statement of operations for the nine months ended September 30,
          2000:

          (a)   Represents the operating results of businesses merged
(excluding DPL and Juliana) and acquired on March 16, 2000 for the period from
January 1, 2000 through March 15, 2000.

          (b)   To record the effect on interest expense for the first nine
months of 2000 resulting from the merger, acquisition and the application of
sale proceeds to borrowings.  It was assumed that if Reunion had been engaged
in the merger with Chatwins Group, the acquisition of Kingway and the
dispositions of DPHL and Juliana's assets all at the same time, the $5.0
million term loan B facility would not have been necessary and the remaining
sale proceeds would have been used to repay $8.5 million of notes payable then
applied to revolver borrowings:
                                                           Pro
                                                           Forma
                                                           Average   Pro Forma
                                             Annual Rates  Balance   Interest
                                             ------------  --------  --------
  Pro Forma Interest Expense:
Senior notes                                          13%  $ 24,975  $  2,435
Revolving credit facility                    Prime + .50%    20,012     1,351
Term loan A                                  Prime + .75%    24,572     1,705
Other debt (actual first nine months 2000)                                695
                                                                     --------
  Total Pro Forma Cash Interest                                         6,186
Amortization of deferred financing costs                                  351
                                                                     --------
  Total Pro Forma Interest                                              6,537
Less: Historical Interest Expense (excluding DPHL)                     (7,215)
                                                                     --------
  Pro Forma Interest Adjustment                                      $   (678)
                                                                     ========

     A 0.125% change in interest rates would affect interest expense by
approximately $42 for the nine months ended September 30, 2000.

          (c)   To eliminate Chatwins Group's equity loss from continuing
operations of Reunion recognized prior to the March 16, 2000 merger.

          (d)   To adjust the proforma combined income tax expense for
continuing operations to an effective rate of approximately 40% of pro forma
combined income from continuing operations before taxes.

          (e)   To eliminate the preferred stock dividend accretions from
January 1, 2000 to March 15, 2000 on the former Chatwins Group's mandatorily
redeemable Class D, Series A, B and C preferred stocks as such preferred
stocks are assumed to have been exchanged for non-mandatorily redeemable
Reunion Industries Series A preferred stock on January 1, 2000.

                                    - 15 -
          (f)   Primarily represents the elimination of the one-time gain on
sale of DPHL of $4.5 million, resulting in a decrease from historical to pro
forma income from continuing operations per common share.

          Adjustments to the unaudited pro forma consolidated condensed
          statement of operations for the year ended December 31, 1999:

          (g)   To record the effect on interest expense for 1999 assuming the
Juliana asset sale proceeds were received on January 1, 1999:

                                                           Pro
                                                           Forma
                                                           Average   Effect on
                                             Annual Rates  Balance   Interest
                                             ------------  --------  --------
  Reduction in Interest Expense:
Revolving credit facility                    Prime + .50%  $  8,452  $   (718)
                                                                     ========

     A 0.125% change in interest rates would affect interest expense by
approximately $56 for 1999.

          (h)   To adjust the proforma combined income tax expense for
continuing operations to an effective rate of approximately 40% of pro forma
combined income from continuing operations before taxes.

                                    - 16 -
(c)  Exhibits

     Exhibit No.         Description of Exhibit
     -----------         ----------------------

        10.26            Real Estate Purchase Agreement dated May 5, 2000
                         between Juliana Vineyards and Triad Napa LLC.

        10.27            First Amendment to Real Estate Purchase Agreement
                         dated August 12, 2000 between Juliana Vineyards
                         and Triad Napa LLC.

        99.1             Press release dated November 2, 2000.

                                    - 17 -
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.


Date:  February 7, 2001                       REUNION INDUSTRIES, INC.
       ----------------                             (Registrant)

                                              By: /s/ John M. Froehlich
                                                  ---------------------
                                                    John M. Froehlich
                                                 Executive Vice President
                                                   of Finance and Chief
                                                    Financial Officer

                                    - 18 -
                                EXHIBIT INDEX

Exhibit No.     Description of Exhibit                                 Page
-----------     ----------------------                                 ----

   10.26        Real Estate Purchase Agreement dated                     20
                May 5, 2000 between Juliana Vineyards
                and Triad Napa LLC.

   10.27        First Amendment to Real Estate Purchase                  39
                Agreement dated August 12, 2000 between
                Juliana Vineyards and Triad Napa LLC.

   99.1         Press release dated November 2, 2000.                    41

                                    - 19 -
                        REAL ESTATE PURCHASE AGREEMENT           EXHIBIT 10.26


     THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter "Agreement") is made on
the Effective Date by and between Juliana Vineyards, a California corporation
(hereafter "Seller") and Triad Napa LLC (hereafter "Buyer"), who agree as
follows:

     1.     DEFINITIONS.  As used herein, the following terms have the
following meanings:

            "Closing" means the close of Escrow and the consummation of the
purchase and sale of the Property, as contemplated under this Agreement.

            "Closing Costs" means the reasonable costs and expenses of Seller
and Buyer incurred in connection with this Agreement, including, without
limitation, charges and premiums paid to Title Insurer for the Title Policy,
recordation taxes, fees, and costs, including, without limitation, transfer or
similar tax on the Grant Deed and any recording fees.

            "Closing Date" means the date on which the Closing occurs as
provided in Section 8.

            "County" means the County of Napa, California.

            "Deposit" is defined in Section 3.2(a) below.

            "Effective Date" is May 5, 2000

            "Environmental Laws" is defined in Section 10.

            "Escrow Holder" is First American Title Company of Napa, 1700
Second Street, Napa, California, 94559.

            "Farming Costs" is defined in Section 2.2.

            "Final Approval" shall mean that all applicable Governmental
Authorities shall have approved the matter which Seller, Buyer and Water
Company, as applicable, have submitted to the applicable Governmental
Authorities for approval, subject only to such conditions as are acceptable to
Buyer in its sole discretion, and all time periods to appeal such approval
shall have expired without any such appeal having been filed or commenced.

            "Final Closing Date" is defined in Section 8.4.

            "General Plan" means the Napa County General Plan.

            "Governmental Authority" means the United States of America, the
State of California, the County, and any agency, authority, court, department,
commission, board or bureau of instrumentality of any of them.

            "Grant Deed" means a grant deed conveying title to the applicable
parcels of the Real Property to Buyer.

            "Grape Sales Contracts" means and includes any and all contracts
Seller has entered into on or before the Closing Date for the sale of the
grape crop on the Real Property, as listed on Exhibit C attached hereto.

                                    - 20 -
            "Hazardous Substances" shall have the meaning given to such term
in Section 10.

            "Inspection Period" shall have the meaning given such term in
Section 4.1(a).

            "Madrone Lease" means that certain Lease dated September 15, 1998,
made by and between Seller, as landlord and Madrone Knoll Vineyard, LLC, as
tenant, with respect to a portion of Parcel 14 of the Real Property.

            "Marks" means all of Seller's right, title and interest in and to
the tradenames,  trademarks and service marks, including all registrations or
applications for registration pertaining thereto and all common law rights
pertaining thereto, (i) that are comprised of or include the words "Juliana
Vineyards," in stylized or block form, or (ii) that include or are comprised
of the logotype or design shown on Exhibit D attached hereto.

            "Permitted Title Exceptions" means (a) real property taxes with
respect to the applicable portion of the Property for the year in which the
Closing occurs that are not due on or before the Closing Date, (b) the Madrone
Lease, (c) any other matters disclosed on the Preliminary Report defined in
Section 7.2 (as updated) that have been expressly approved in writing by Buyer
within the time permitted in this Agreement for expressing such approval, and
(d) matters affecting the condition of title to the Property created by or
with the written consent of Buyer.

            "Property" means and includes the Real property, the Marks,
Seller's right, title and interest under the Madrone Lease and Seller's right,
title and interest under the Grape Sales Contracts, and all right, title and
interest in personal property that is owned by Seller and located at the Real
Property.

            "Real Property" means that certain real property located in Pope
Valley, Napa County, California, consisting of approximately 3,250 acres, more
or less, of land as more particularly described on Exhibit A, attached hereto,
including all improvements thereon and all easements, rights of way, licenses,
water rights, appurtenances and other rights of Seller belonging to or serving
said parcels, subject to the Permitted Title Exceptions.

            "Title Company" means First American Title Insurance Company.

            "Title Defect" means any lien, claim of lien, encumbrance, deed of
trust, security agreement, tenancy, encroachment, restriction, covenant,
assessment, charge, agreement, license, taxes, easements, right of possession,
or any other matter (including, without limitation, any matter disclosed by
the Survey) which renders the state of title to the Property unacceptable to
Buyer.

            "Title Policy" means a CLTA policy of owner's title insurance
issued by Title Company to Buyer at Closing covering the parcels which are the
subject of the Closing.  The Title Policy shall be dated not earlier than the
date of recordation of the applicable Grant Deed, shall name Buyer as the
insured, and shall insure Buyer's fee simple title to the applicable parcels
in an amount equal to the purchase price applicable to that sale, subject only
to the applicable Permitted Title Exceptions.

            "Water Company" means the Juliana Mutual Water Company, a non-

                                    - 21 -
profit mutual water company.

     2.     SALE OF THE PROPERTY.

     2.1    Sale and Purchase Agreement.  On the terms and subject to the
conditions set forth herein, Seller hereby agrees to sell the Property to
Buyer and Buyer hereby agrees to purchase the Property from Seller.

     2.2    Grape Crops and Farming Expenses.  The Property includes and Buyer
shall receive all rights to the entire grape crop together with all proceeds
from sales of such grapes under existing grape sales contracts which are
produced upon the Property for the 2000 crop season. Until the Closing Date,
Seller shall continue to perform all farming and maintenance services for the
vineyard improvements upon the Property in the same manner as Seller has
customarily performed those services, and Seller shall submit monthly billing
statements for all costs incurred from the Effective Date through the Closing
Date, including all overhead, supervision and administrative costs at Seller's
customary billing rates for vineyard farming and management services performed
by Seller (the "Farming Costs").  On the Closing Date, Buyer shall reimburse
to Seller all of Seller's reasonable Farming Costs incurred with respect to
the Real Property.  Seller shall furnish Buyer a copy of Seller's customary
vineyard management services contract, together with all pricing schedules,
within twenty (20) days after the Effective Date for Buyer's approval within
the inspection period provided in Section 4.1(a).

     3.     PURCHASE PRICE.

     3.1    Purchase Price.  The purchase price (the "Purchase Price") for the
Property shall be Nineteen Million Dollars ($19,000,000) plus reimbursement of
Seller's Farming Costs as set forth in Section 2.2.

     3.2    Deposit.
            (a)     Deposit.  Within three (3) business days following the
Effective Date, Buyer shall deposit One Hundred Thousand Dollars ($100,000.00)
cash (the "Deposit") into Escrow.  The Deposit shall be applied to the
Purchase Price at Closing.

            (b)     Interest.  The Deposit shall be invested by the Escrow
Holder in an interest-bearing account, and all interest accruing on the
Deposit shall be credited and paid solely to the Seller as additional
compensation to Seller for the contingency periods provided in Section 4.1.
None of the accrued interest shall be credited to Buyer or applied to the
purchase price, even if Buyer terminates this Agreement pursuant to Sections
4.1(d), 7.2, 10, 11 or 17.

            (c)     Nonrefundable Deposit and Return to Buyer.  The Deposit
shall become nonrefundable to Buyer upon the date upon which Buyer gives
Seller written notice of approval of the Property pursuant to Section 4.1(a).
Notwithstanding the foregoing, the Deposit shall be immediately released and
returned to Buyer upon the default of Seller or as otherwise provided in
Sections 4.1(d), 7.2, 10, 11 and 17, and in any such event, Seller agrees to
instruct the Escrow Holder in writing to return the Deposit immediately to
Buyer.

     3.3    LIQUIDATED DAMAGES.  IF BUYER DEFAULTS UNDER THIS AGREEMENT BY
FAILURE TO CLOSE THE ESCROW ESTABLISHED FOR CLOSING FOR ANY REASON OTHER THAN
(i) THE FAILURE OF ANY CONDITION SET FORTH HEREIN FOR THE BENEFIT OF BUYER, OR

                                    - 22 -
(ii) THE DEFAULT OF SELLER, OR (iii) THE TERMINATION OF THIS AGREEMENT
PURSUANT TO SECTIONS 4.1(d), 7.2, 10, 11 OR 17, SELLER SHALL BE RELEASED FROM
ITS OBLIGATIONS TO SELL THE PROPERTY TO BUYER , AND SELLER SHALL RETAIN THE
ENTIRE BALANCE OF THE DEPOSIT THEN REMAINING AS LIQUIDATED DAMAGES FOR
BUYER'S DEFAULT.  BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR
EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE EVENT OF SUCH DEFAULT  BY
BUYER, THAT THE TOTAL OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SUCH DAMAGES
FROM SUCH DEFAULT OF BUYER, AND THAT SELLER SHALL RETAIN THE ENTIRE REMAINING
BALANCE OF THE DEPOSIT AS SELLER'S SOLE AND EXCLUSIVE DAMAGES FOR SUCH
DEFAULT. THE ESCROW HOLDER SHALL DELIVER TO SELLER THE ENTIRE BALANCE OF THE
DEPOSIT THEN REMAINING IN ESCROW UPON  SUCH DEFAULT BY BUYER.

_______                         ______
SELLER                          BUYER

     After the disposition of the Deposit pursuant to any of the foregoing
provisions of this Section 3.3, the Escrow shall be canceled and neither party
shall thereafter have any rights or responsibilities to the other, except as
otherwise expressly provided in this Agreement (for example, the
indemnification provisions of Section 6 hereof).

     4.     CONDITIONS.

     4.1    Conditions to Buyer's Performance.  Buyer's obligation to perform
under this Agreement is expressly conditioned on the satisfaction of the
following conditions, which are for Buyer's benefit only:

            (a)     Inspections.  Buyer's approval in its sole and absolute
discretion of the physical, geological and environmental condition of the Real
Property, including, but not limited to, the terms of all documents concerning
the condition of and title to the Property, the dimensions, boundaries or
acreage of the Real Property, the gross or net acreage planted or useable for
vineyards, the General Plan designations, zoning, land use permits or
potential uses, the compliance with any applicable zoning, land use, building
or other statutes or regulations, the soil types, conditions or percolation
rates, storm drainage, public utilities services and services of the Water
Company the surface waters drainage onto and off of the Real Property, the
possibility that hazardous substances might have contaminated any portion of
the Real Property, the suitability of the Real Property and improvements
thereon for any uses Buyer may intend to make of the same, the terms of the
Madrone Lease and all Grape Sale Contracts, and the feasibility and
marketability of Buyer's development plan for the Property.  Any costs or fees
incurred due to Buyer's inspection shall be paid by Buyer.  Buyer's inspection
and investigation of the Property shall be completed no later than forty-five
(45) days after the Effective Date (the "Inspection Period").  Buyer shall
notify Seller in writing of Buyer's approval or disapproval of Buyer's
inspection condition no later than 5:00 p.m. on the last day of the Inspection
Period.  Buyer's failure to notify Seller in writing of its approval or
disapproval within the Inspection Period shall be conclusively deemed to be a
disapproval of the condition of the Property.

            (b)     Seller's Representations; Seller's Performance.  Buyer's
obligation to perform under this Agreement is further expressly conditioned
upon Seller's representations contained herein being true and correct in all
material respects as of each Closing.  Seller shall have performed each and
every obligation to be performed by Seller in this Agreement on or before each
Closing, or by such earlier time as may be specified in this Agreement.

                                    - 23 -
            (c)     Title Policy Commitment.  Buyer's obligation to perform
under this Agreement is further expressly conditioned upon the Title Company
being irrevocably and unconditionally committed to issue the Title Policy on
each Closing Date, subject only to the applicable Permitted Title Exceptions.

            (d)     Buyer's Termination.  If any condition set forth in this
Section 4.1 is not satisfied or waived in writing by Buyer on or before
Closing or by such earlier time as may be specified in this Agreement, then
Buyer may elect, at its sole option, to terminate this Agreement by delivery
to Seller of Buyer's notice of termination ("Buyer's Termination Notice").  If
Buyer fails to provide Seller timely notice of Buyer's approval of the
Property after Buyer's inspection as provided in Section 4.1(a), this
Agreement shall be deemed to be terminated. Upon any such termination, the
Escrow shall be canceled and the Deposit and Increased Deposit shall forthwith
be returned to Buyer, and thereafter, neither party shall have any rights or
responsibilities to the other under this Agreement except for any claims of
Seller against Buyer under Section 6 or except as otherwise set forth in this
Agreement.

     4.2    Conditions to Seller's Performance.  Seller's obligation to
perform under this Agreement is expressly conditioned upon Buyer's
representations contained herein being true and correct in all material
respects as of the Closing.  Buyer shall have performed each and every
obligation to be performed by Buyer in this Agreement on or before Closing or
by such earlier time as may be specified in this Agreement.

     4.3    Exhibits.  Notwithstanding any other provision contained herein,
Buyer and Seller acknowledge that Exhibits A through G are incomplete as of
the Effective Date.  Buyer and Seller will negotiate in good faith to complete
such Exhibits within forty-five (45) days of the Effective Date and agree that
such Exhibits, when complete, will be attached to and will be a part of this
Agreement.  If Buyer and Seller do not agree on all such Exhibits within such
time period, Buyer's sole right shall be to terminate this Agreement in
accordance with Section 4.1(d).

     5.     WATER SUPPLY TO BUYER.  The water system serving the Property and
other parcels in the Juliana Preserve is described in the Juliana Mutual Water
Company Engineer's Report dated April, 1998, prepared by James C. Hanson,
Consulting Civil Engineer, a Corporation, of Sacramento, California.  Seller
has transferred the water system to the Water Company, and water will be
supplied by the Water Company to owners of such parcels who are or who become
shareholders in the Water Company, including the owners of the Real Property
being purchased by Buyer. The water will be supplied pursuant to and in
accordance with the Articles of Incorporation and Bylaws of the Water Company.
The water entitlements of shareholders are described in Section 1 of Article
IV of the Bylaws and in Exhibit B attached to the Bylaws.  Copies of the
Articles and Bylaws, together with the Offering Circular for prospective
shareholders in the Water Company, have been heretofore provided to Buyer, and
the same are incorporated herein by reference.

     5.1.    Buyer's Water Entitlements.  In accord with the Water Company
Bylaws, Buyer will have the right, following its purchase of the Real
Property, to apply for the issuance to Buyer of the shares of stock in the
Water Company that are appurtenant to the Real Property, entitling Buyer to
receive an annual water supply of 1.2 acre feet ("a.f.") per share for
irrigation and  .5 a.f. per share for frost protection for each agricultural
acre and 1.2 a.f.  per share for irrigation for each base allocation share as

                                    - 24 -
more fully set forth in Article IV of the Bylaws and as shown on Exhibit B to
the Bylaws, a copy of which is attached hereto as Exhibit B.  Seller shall
deposit into escrow, for delivery to the Water Company upon closing, the share
certificates held by Seller in the Juliana Mutual Water Company on the Real
Property, being the amounts shown on Exhibit B, for surrender to and
cancellation by the Water Company in accordance with Article XI of the Bylaws
and to enable the Water Company to issue the new share certificates to the
Buyer for the Real Property.  Seller has not heretofore requested issuance to
it by the Water Company of the Base Allocation shares for the Real Property
and the issuance of the  Base Allocation shares shall be at the option of the
Buyer, in accordance with Section 10 of Article IV of the Bylaws of the Water
Company.

     5.2    Limitation on Seller's voting for Changes of Water Entitlements.
Until the Closing is completed or until the earlier termination of this
Agreement, Seller shall not vote its shares to support any Bylaw amendment
which would reduce the annual allocations of water to shares as provided for
in Article IV of the Bylaws, other than proportionally to all shares
(including Seller's) which may be necessary as a result of a future reduction
or impairment of water rights or supply, acts of a court or governmental
authority, or other causes which are beyond the control of Seller.

     5.3.    Distribution Works Required for Delivery of Water to the Buyer's
Parcels.  Buyer will be further required at its own cost and expense to
construct all distribution works necessary to pump, distribute, deliver and
measure water from the Water Company's facilities to Buyer's Property for use
on said Property as Buyer deems necessary or as required by the Water Company
bylaws.  Such distribution works shall also be designed, constructed and
installed in a good and workmanlike manner and in accordance with good
engineering practices, and they shall operate to the reasonable satisfaction
of the Water Company.  Buyer's ownership and operation of said distribution
works shall be subject to all rights of the Water Company that are set forth
in Section 4 of Article IV of the Bylaws.

     5.4.    Payment of Assessments and Charges of the Water Company for Water
Supply.  On and after the Closing, Buyer shall pay when due all assessments
fixed and levied by the Water Company on Buyer's shares or on Buyer's
agricultural acreage, irrespective of the amount of acreage planted on the
Real Property, plus all charges for use of water on the Real Property,
irrespective of whether share have yet been issued for such acreage.  All
Water Company assessments and charges applicable to the Real Property being
purchased shall be prorated between Seller and Buyer as of the Closing Date.
Buyer's rights to a water supply shall be subject to all terms and conditions
set forth in the Bylaws, including the payment of assessments and charges of
the Water Company and compliance with any rules and regulations adopted by the
Board of the Water Company.

     6.     ACCESS TO PROPERTY AND RECORDS AND WAIVER OF STATUTORY DISCLOSURE
REQUIREMENTS.

     6.1    Access.  Seller shall provide Buyer and Buyer's representatives
with reasonable access to the Property at reasonable business hours to
undertake the inspections of the Property pursuant to Section 4.1(a).  Seller
shall provide to Buyer the existing books, records, legal documents, leases,
contracts, reports and other information in Seller's possession which are
requested by Buyer for the inspections and investigations under Section 4.1(a)
within 5 days from the date of Buyer's request.  Seller hereby permits Buyer

                                    - 25 -
to contact any contractors or consultants who have performed any work or
inspections relating to the Property.  Any fees or other cost incurred by
Buyer's investigation shall be paid by Buyer. Buyer shall not allow any liens
to be imposed upon the Property and shall indemnify and hold Seller harmless
from and against any and all claims, losses, damages, liabilities, fines,
penalties, and expenses (including, without limitation, reasonable attorneys'
fees and costs), arising out of, resulting from, or asserted in connection
with Buyer and/or its agents, employees, contractors and consultants entering
onto, investigating and inspecting the Property, except to the extent any of
the same shall be caused or contributed to by Seller or its agents, employees,
contractors and consultants.  Although Seller shall exercise good faith
diligence to make the documents and records which are in its possession
available to Buyer, Seller does not warrant the accuracy, sufficiency, or
completeness of any such items for the Buyer's purposes, nor the availability
of any further records or documents which might exist in Seller's records and
files which might conflict with, supplement, explain or otherwise relate to
the items produced by Seller.

     6.2    Waiver of Statutory Disclosure Requirements.  An unoccupied
residence known as the Barnett House is located on Parcel 12 and a small
residence occupied by a vineyard employee is located on Parcel 13.  Both
residences are in poor condition, would require extensive reconstruction and
renovation to become habitable and in compliance with current building and
safety codes and have minimal or no value.  Buyer is purchasing these parcels
primarily for vineyard farming and development purposes, and no value
whatsoever has been allocated to those structures in negotiating the agreed
Purchase Price.  Rather than having Seller raze and remove those structures
before the Closing, Buyer is accepting those structures in "AS IS" condition,
with no disclosures and with no warranties, and Seller shall have no
obligations whatsoever to furnish any Transfer Disclosure Statement pursuant
to Civil Code Section 1102.2(d).  Buyer fully and finally waives all
protections furnished Buyer and releases Seller from any responsibility to
perform or comply with an of the provisions of California Civil Code Sections
1102 through 1102.15 and 2079.7, Public Resources Code Sections 2621.9, 2694
and 4136, Government Code Sections 8893 through 8897.5 and 51183.5.

     7.     TITLE.

     7.1    Condition of Title.  At the Closing, Seller shall convey fee
simple title to the Real Property to Buyer by grant deed, subject only to the
applicable Permitted Title Exceptions.

     7.2    Title Review and Title Policy.  Within fifteen (15) business days
following the Effective Date, Buyer shall obtain a current preliminary title
report on the Real Property (the "Preliminary Report") from the Title Company,
together with full and legible copies of all supporting documents, and shall
furnish copies to Seller. Buyer may also order at Buyer's cost a survey of the
Property from a licensed surveyor sufficient to obtain an ALTA title insurance
policy (the "Survey"), provided that no extension of the Inspection Period
will be made to accommodate any delays in completion of the Survey.  During
the Inspection Period, Buyer may approve or disapprove of any exceptions to
title to the Property shown therein.  If Buyer does not approve the exceptions
shown on the Preliminary Report, Buyer's sole right shall be to terminate this
Agreement in accordance with Section 4.1(d), in which event neither party
shall have further liability to the other, except for claims against Buyer
pursuant to Section 6, and Buyer shall have no claim against the Property.
During the Inspection Period, Seller and Buyer shall agree to all provisions

                                    - 26 -
of each easement to be granted to Buyer or the Water Company or reserved by
Seller or the Water Company which are conditions of title to the portion of
the Property being transferred, and if Buyer and Seller cannot agree on such
easement provisions, Buyer's sole right shall be to terminate this Agreement
as provided in Section 4.1(d).  The provisions of such easements to be agreed
upon shall include any limitations on the permitted uses and obligations to
maintain or repair improvements within the easement areas and the sharing of
the costs thereof.  At the Closing the Title Company shall issue the
applicable Title Policy.

     8.     ESCROW; COSTS AND PRORATIONS; POSSESSION.

     8.1    Escrow.  To accomplish the purchase of the Property, the parties
shall establish an escrow (the "Escrow") with the Escrow Holder for the
Closing.  Each party shall execute such instructions to the Escrow Holder as
are consistent with this Agreement and deliver such instructions on or prior
to the Closing. Seller and Buyer shall make the deliveries into Escrow as set
forth in Sections 8.2 and 8.3 below.

     8.2    Seller's Deposit into Escrow.  Seller shall deposit the following
documents with Escrow Holder prior to the Closing Date:

            (a)     a good and sufficient grant deed, in a form acceptable to
Buyer, properly executed and acknowledged by Seller in favor of Buyer, the
delivery and recordation of which shall vest in Buyer fee title in and to the
Real Property, subject only to the applicable Permitted Title Exceptions;

            (b)     an assignment of the Marks, in the form of Exhibit E
attached hereto, duly and validly executed by Seller in favor of Buyer;

            (c)     an assignment of the Grape Sales Contracts, in the form of
Exhibit F attached hereto (the "Assignment of Contracts'), duly and validly
executed by Seller in favor of Buyer, together with originals or complete and
correct copies of all of the Grape Sales Contracts;

            (d)     a certificate (the "FIRPTA Affidavit"), duly and validly
executed by Seller in favor of Buyer, certified that Seller is not a "foreign
person," as the term is defined in Section 1445 of the Internal Revenue Code
of 1986, as amended;

            (e)     a certificate (the "Withholding Certificate") duly and
validly executed by Seller in favor of Buyer as required under California
Revenue and Taxation Code Sections 18805 and 26131;

            (f)     such proof of Seller's authority and authorization to
enter into this Agreement and the transactions contemplated hereby, and such
proof of the power and authority of the individual(s) executing and/or
delivering any instruments, documents or certificates on behalf of Seller to
act for and bind Seller as may be reasonably required by the Title Company;

            (g)     the share certificates held by the Seller in the Water
Company on the Real Property, for delivery to and cancellation by the Water
Company after closing of escrow, in accordance with Article XI of the Bylaws,
to enable the Water Company to issue the new share certificates to the Buyer
for the Real Property;

            (h)     an assignment of the personal property owned by Seller and

                                    - 27 -
located on the Real Property, in the form of Exhibit G attached hereto, duly
and executed by Seller in favor of Buyer;

            (i)     affidavits and such other certificates as the Title
Company shall reasonably or customarily require.

     8.3    Buyer's Deposits into Escrow.  Buyer shall deposit with Escrow
Holder prior to the Closing Date the Purchase Price in accordance with Section
3 above and any additional funds necessary to cover Buyer's share of fees,
costs, premiums and prorations.

     8.4    Close of Escrow.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, but subject to the satisfaction of all conditions precedent, the
Escrow for the Closing shall close and fee title to the applicable portion of
the Property shall be transferred to Buyer within sixty (60) following the
removal of contingencies by Buyer under Section 4.1 (the "Final Closing
Date"), unless modified in writing by both parties.

     8.5    Costs and Prorations.  The following costs and expenses shall be
borne or prorated at Closing:

            (a)     property taxes shall be prorated based on the most current
real property tax bill available, including any property taxes which may be
assessed after the Closing Date pertaining to the period prior to transfer of
title to Buyer, regardless of when notice thereof is delivered or who receives
such notice.  Buyer shall pay any supplemental property taxes assessed on
transfer of the Property;

            (b)     any bond or assessment that is a lien (determined as of
the Closing Date) shall be paid by Seller at Closing;

            (c)     all title insurance costs and premiums charged in
connection with the issuance of the Title Policy shall be paid by Seller,
except that incremental costs incurred to obtain an ALTA title insurance
policy shall be paid by Buyer as provided in Section 7.2;

            (d)     all City and County documentary transfer taxes or similar
property transfer taxes shall be paid by Seller;

            (e)     Escrow fees shall be shared equally between Seller and
Buyer;

            (f)     Seller and Buyer shall each pay their own legal fees and
expenses incurred in connection with the transaction contemplated herein;

            (g)     any assessments or charges of the Water Company shall be
prorated as set forth in Section 5.5;

            (h)     all other costs and expenses, if any, shall be allocated
between Seller and Buyer in accordance with customary practice in the county
where the Property is located.

     8.6    Possession.  Seller shall deliver possession of the Property to
Buyer at Closing, free from all tenants or other occupants or rights of others
in and to the Property, subject only to the Permitted Title Exceptions.

     9.     PARTIES' RIGHTS AND OBLIGATIONS PRIOR TO CLOSING.

                                    - 28 -
     9.1    Seller's Rights and Obligations.  As long as this Agreement
remains in force, Seller covenants and agrees as follows:

            (a)     Liens and Other Agreements.  Except as otherwise provided
in this Agreement, Seller shall not cause any liens, encumbrances or easements
on the Property other than the Permitted Title Exceptions or those which will
be removed prior to Closing.  Except as otherwise provided in this Agreement,
Seller shall not enter into any agreement regarding the sale, rental,
management, repair, improvement or any other matter affecting all or any
portion of the Property or amend or modify any such existing agreement if the
same would be binding on Buyer or the Property after the Closing Date without
the prior written consent of Buyer, which consent shall not be unreasonably
withheld by Buyer.

            (b)     Waste.  Seller shall not voluntarily waste or diminish the
value of the Property for any reason, except that caused by normal wear and
tear.

            (c)     Insurance.  Seller shall maintain its existing insurance
policies or equivalent coverage, continuously in force through the date of
Closing.

            (d)     Operation of Property.  At all times prior to the relevant
Closing but except in the event of a Casualty (as defined below) (which will
be governed by Section 17 below), Seller shall operate and manage the Property
in the manner in which Seller has customarily operated and managed the
Property, shall maintain present services, shall maintain the improvements on
the Real Property in good repair and working order, shall keep on hand
sufficient materials, supplies, equipment and other personal property for the
efficient operation and management of the Property, and shall perform when due
all of seller's obligations under the Grape Sales Contracts, and otherwise in
accordance with applicable laws, ordinances, rules and regulations affecting
the Property.  Without limiting the foregoing, Seller shall perform its
obligations under Section 2.2.

            (e)     "AS IS" Condition of Property.  EXCEPT FOR SELLER'S
LIMITED REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, SELLER
SHALL DELIVER THE PROPERTY TO BUYER IN "AS IS" CONDITION AT CLOSING.  THE REAL
PROPERTY MAY OR MAY NOT BE FREE OF ANY AND ALL HAZARDOUS SUBSTANCES, AS
DEFINED BELOW, AND, EXCEPT FOR SELLER'S LIMITED REPRESENTATIONS AND WARRANTIES
SET FORTH IN THIS AGREEMENT, IT SHALL BE BUYER'S OBLIGATION TO SATISFY ITSELF
AS TO THAT MATTER.  AFTER CLOSE OF ESCROW, BUYER SHALL HAVE NO RIGHT, CLAIM OR
SUIT OF ANY NATURE WHATSOEVER SHOULD HAZARDOUS SUBSTANCES EXIST ON THE
PROPERTY.  IN ALL MANNER, AND TO THE MOST LIBERAL INTERPRETATION OF THE LAW,
BUYER AS A SOPHISTICATED AND KNOWLEDGEABLE GROWER OF WINE GRAPES AND PURCHASER
OF AGRICULTURAL LAND, IS RELYING ON ITS OWN DUE DILIGENCE WHEN ACQUIRING THE
PROPERTY AND IS SO ACQUIRING THE PROPERTY "AS IS", WITH NO WARRANTIES
WHATSOEVER BY SELLER, EITHER EXPRESS OR IMPLIED, CONCERNING THE CONDITIONS OF
THE PROPERTY OR THE IMPROVEMENTS THEREON, EXCEPT FOR SELLER'S LIMITED
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.

     _________________                  ________________
     Seller's Initials                  Buyer's Initials

     10.    HAZARDOUS TOXIC AND/OR GOVERNMENTAL REGULATED MATERIALS.  During
Buyer's Inspection Period, Buyer may undertake an inspection and investigation
of Hazardous Substances located on, in or about the Real Property at Buyer's

                                    - 29 -
expense.  Upon receipt of an environmental report from Buyer's engineering
firm showing the presence of Hazardous Substances in, on or about the Real
Property, Buyer shall promptly notify Seller thereof and provide Seller with a
copy of such report.  If Buyer is dissatisfied for any reason, and in its sole
discretion, with the results of the foregoing inspection and investigation,
then Buyer may terminate this Agreement as provided in Section 4.1(a) and (e).
To the best of Seller's knowledge, except for normal supplies of fuel and
agricultural chemicals, there are no Hazardous Substances on the Real
Property.

     Hazardous Substances, as defined and used in this Agreement, include,
without limitation:

            (i)     those substances included within the definitions of
"hazardous substance," "hazardous waste," "hazardous material," "toxic
substances," "solid waste," or "pollutant or contaminant" in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended;
the Resource Conservation and Recovery Act of 1976, as amended; the Clean
Water Act also known as the Federal Water Pollution Control Act, as amended;
the Toxic Substances Control Act, as amended; the Hazardous Materials
Transportation Act, as amended, or under any other environmental ordinance,
regulation or law, all as may be amended;

            (ii)    those substances listed in the United States Department of
Transportation Table, or by the Environmental Protection Agency, or any
successor agency, as hazardous substances;

            (iii)   other substances, materials, and wastes which are or may
become regulated or classified as hazardous or toxic under federal, state, or
local laws or regulations; and

            (iv)    any material, waste, or substance which is (1) a petroleum
or refined petroleum product, (2) asbestos, (3) polychlorinated biphenyl, (4)
designated as a hazardous substance pursuant to 33 USCS Section 1321 or listed
pursuant to 33 USCS Section 1317, (5) a flammable explosive, or (6) a
radioactive material.

     11.    LIMITED REPRESENTATIONS AND WARRANTIES.

     11.1   Seller's Representations.  Notwithstanding any other provision
contained herein, Seller hereby represents and warrants  to Buyer as of the
Effective Date and as of the Closing the following matters set forth in this
Section 11.1. Such representations and warranties shall survive the Closing.

            (a)     No Litigation.  To the best of Seller's knowledge, there
is no litigation threatened or pending respecting the ownership, possession,
condition, use or operation of the Property.

            (b)     No Service Contracts or Licenses.  Except for utilities
service contracts, the Water Company rights and obligations discussed in
Section 5, Permitted Title Exceptions, and Grape Sales Contracts, there are no
material (i) equipment leases, maintenance agreements, service contracts, or
management contracts for the Property, nor, (ii) agreements whereby any person
or entity holds any right, license, or privilege to possess or use the
Property.

            (c)     Execution; No Breach of Other Agreements.  The execution,

                                    - 30 -
delivery and performance of this Agreement will not conflict with, or result
in a breach of any  contract or agreement to which Seller is a party.

            (d)     Corporate Authority.  Seller is a corporation duly
incorporated and organized and validly existing and in good standing under the
laws of the State of California.  Seller has full power and authority to enter
into this Agreement and to perform this Agreement.  The execution, delivery
and performance of this Agreement by Seller have been duly and validly
authorized by all necessary action on the part of Seller and all required
consents and approvals have been duly obtained.

            (e)     Foreign Person.  Seller is not a "foreign person" as
defined in section 1445 of the Internal Revenue Code of 1986, as amended, and
the Income Tax Regulations thereunder.

            (f)     California Withholding.  No California withholding of tax
or reporting pursuant to California Revenue and Taxation Code Sections 18805,
18815 and 26131 will be required with respect to the sale of the Property by
Seller.

            (g)     Marks.  Seller has applied for a federal registration of
the Marks and has full right and power to sell and assign to Buyer such rights
as it has with respect to the Marks and their registration, subject to the
non-exclusive rights to use the Marks granted pursuant to those certain Grape
Sales Contracts specifically identified on Exhibit C hereto.  Seller has not
received notice that Seller is infringing or is alleged to be infringing any
proprietary right of any person.  Seller does not have knowledge of any third-
party infringement, of the use of the Marks.  Seller has received no notice
from any person challenging or questioning the right of the Seller to use the
Marks.

            (h)     Grape Sales Contracts.  With respect to the Grape Sales
Contracts listed on Exhibit C:  (i) the Grape Sales Contracts represent the
entire agreement between Seller and each vendee thereunder; (ii) Seller has
not sent or received any written notice and Seller is not otherwise aware of
any claim or assertion that any of the Grape Sales Contracts are not in full
force and effect and Seller has not sent or received any written notice of any
default thereunder; and (iii) a true and complete copy of each of the Grape
Sales Contracts, as amended, has, prior to the Effective Date, been delivered
to Buyer.

     11.2   No Representations Regarding Hazardous Substances.  Except as
contained in Section 10, Seller expressly makes no representation or other
undertaking that the Property or any portion thereof is without Hazardous
Substances.

     11.3   Notification of Facts or Events Concerning Seller's
Representations.  With respect to the foregoing representations, in the event
Seller learns of or becomes aware of any facts or events which would make the
foregoing representations untrue prior to the Closing, Seller shall notify
Buyer in writing of such facts or events within five (5) days of Seller
learning or becoming aware of such facts or events.  If Buyer reasonably
concludes that such facts or events materially affect the Property, Buyer
shall, upon written notice to Seller within five (5) days from receipt of
Seller's notice, be entitled to terminate this Agreement, cancel the Escrow
and have its Deposit and Increased Deposit returned immediately by Escrow
Holder.  Upon such notification, neither party shall thereafter have any

                                    - 31 -
rights or responsibilities to the other except as otherwise provided by this
Agreement and except as set forth in Section 6 hereof.

     11.4   Buyer's Representations.  Notwithstanding any other provision
contained herein, Buyer hereby represents and warrants to Seller as of the
Effective Date and as of the Closing the following matters set forth in this
Section 11.4.  Such representations and warranties shall survive the Closing.

            (a)     Corporate Authority.  Buyer is a limited liability company
duly incorporated and organized and validly existing and in good standing
under the laws of the State of Washington.  Buyer has full power and authority
to enter into this Agreement and to perform this Agreement.  The execution,
delivery and performance of this Agreement by Buyer have been duly and validly
authorized by all necessary action on the part of Buyer and all required
consents and approvals have been duly obtained.

            (b)     Execution; No Breach of Other Agreements.  The execution,
delivery and performance of this Agreement will not conflict with, or result
in a breach of any contract or agreement to which Buyer is a party.

            (c)     Financing.  Buyer and/or its affiliated companies have the
financial resources to pay the Purchase Price, in cash, at the Closing.  The
availability of funds is not dependent on any uncompleted equity or debt
financing.

     11.5   Authority to Sign.  The parties hereby represent that the persons
executing this Agreement on their behalf are authorized to do so and upon
their execution of this Agreement, this Agreement shall be valid and binding
upon and enforceable against Buyer or Seller, as the case may be.

     12.    NO BROKERS OR COMMISSIONS.  The parties acknowledge that Richard
Ryan Kelley represented the Seller and WRK Commercial Real Estate Inc.
exclusively represented the Buyer.  To the extent these brokers or any other
brokers or salespersons have been involved, the party who engaged the brokers
or salespeople shall hold the other party free and harmless from any demand or
liability for payment of commissions or fees.

     13.    ATTORNEYS' FEES.  If either party initiates arbitration
proceedings or commences an action against the other to enforce any of the
terms hereof or because of the breach by either party of any of the terms or
conditions hereof, the prevailing party in such arbitration proceedings or
action shall be entitled to recover its reasonable attorneys' fees and costs
and expenses incurred in connection with the prosecution or defense of such
action, including any appeal thereof, and any post judgment collection costs,
in addition to all other relief.

     14.    ASSIGNMENT.  This Agreement may not be assigned by Buyer without
the prior written consent of Seller, except Buyer may assign the Agreement to
any business entity in which Buyer has an ownership interest of 25% or more or
to any business entity which has an ownership interest of 25% or more in
Buyer.

     15.    NOTICES.  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be either delivered by messenger or
overnight mail service with a delivery receipt or sent by registered or
certified mail, postage prepaid, return-receipt requested.  Such notices shall
be deemed received or delivered on the date shown on the receipt, on the date

                                    - 32 -
such notice was returned as undeliverable or on the date delivery was refused.
Any notices shall be addressed as hereafter set forth or to such address as
either party shall subsequently give by notice to the other party:

To Seller:     Juliana Vineyards
               c/o Reunion Industries
               Mr. Richard Evans
               62 Southfield Avenue
               Stanford, CT  06902

With Copy To:  Tucker Catlin
               Juliana Vineyards
               2424 Barnett Road
               St. Helena, CA  94574

To Buyer:      Triad Napa LLC
               c/o Triad Development Inc.
               601 Valley Street, suite 309
               Seattle, WA 98109

     Any notice or other communication under this Agreement may be given on
behalf of a party by the attorney for such party.

     16.    MISCELLANEOUS PROVISIONS.

     16.1   Entire Agreement.  This Agreement contains the entire agreement of
the parties; any previous understandings of the parties regarding the subject
matter hereof are expressly declared null and void and are superseded hereby.

     16.2   Severability.  If any term or provision of this Agreement shall,
to any extent, be held invalid or unenforceable, the remainder of this
Agreement shall not be affected thereby.

     16.3   Waivers.  No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any other covenant or provision
herein contained, and no waiver shall be valid unless in writing and executed
by the waiving party.  No extension of time for performance of any obligation
or act shall be deemed an extension of time for performance of any other
obligation or act.

     16.4   Construction.  Headings at the beginning of each section and
subsection are solely for the convenience of the parties and are not a part of
and shall not be used to interpret this Agreement, the singular form shall
include plural and the masculine shall include the feminine and vice versa.
This Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties have prepared the same. Unless
otherwise indicated, all references to Sections are to this Agreement.  All
exhibits referred to in this Agreement are attached hereto and incorporated
herein by this reference.  The parties acknowledge and agree that certain
terms defined in this Agreement may have different or multiple meanings
depending upon the circumstances and context.  Therefore, the parties agree
that all terms defined in this Agreement shall be interpreted as appropriate
in the particular circumstances and context.

     16.5   Modification.  This Agreement may not be modified, amended or
terminated except pursuant to a written instrument duly executed and
acknowledged by the parties hereto.

                                    - 33 -
     16.6   No Third Party Beneficiaries.  This Agreement is made and entered
into for the sole benefit of the parties hereto, their successors and assigns
and such parties do not intend to create any rights or benefits for any person
who is not a party to this Agreement.

     16.7   Further Assurance.  The parties agree to execute any further
documents, and take any further actions, as may be reasonable and appropriate
in order to carry out the purpose and intent of this Agreement.  The foregoing
shall include, without limitation, Seller, in its capacity as a shareholder of
the Water Company, using reasonable efforts to cause the Water Company to
execute any such documents and to take any such actions.

     16.8   Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute but one and the same instrument.  The execution of
this Agreement shall be deemed to have occurred, and this Agreement shall be
enforceable and effective, only upon the complete execution of this Agreement
by Seller and Buyer.

     16.9   Time of the Essence.  Time is of the essence of each and every
condition herein, and of each term and provision herein.

     16.10  Governing Law.  This Agreement shall be governed and construed in
accordance with California law.

     16.11  Dates.  If the day for performance under any time period specified
in this Agreement shall fall on a Saturday, Sunday or holiday observed by the
federal government or the State of California, then the time for performance
under such time period shall automatically be extended to the next business
day; provided, however, that the term "days" as used to compute time periods
in this Agreement shall not be construed to mean "business days."

     16.12  Confidentiality.  Seller and Buyer each agree to maintain the
terms of this Agreement confidential and not to disclose the same to any third
party, except that each may disclose the terms of this Agreement ((i)to their
respective auditors, prospective investors, legal advisors, prospective
lenders, investment bankers (provided such parties agree to maintain the terms
of this Agreement confidential), (ii) in connection with any arbitration,
mediation or other legal proceeding, to the extent relevant to such
proceeding, (iii) in connection with any administrative or regulatory approval
or filing process related to the conduct of its business, (iv) as may be
required by law and (v) as otherwise may be reasonably necessary to effectuate
the consummation of the sale and purchase of the Property.  Moreover, the
following shall not be deemed confidential for the purposes of this Agreement:
(1) information that is or becomes generally available to the public other
than as a result of a disclosure by either party in violation of this
Agreement (2) information that was already known by either party on a non-
confidential basis prior to this Agreement; (3) information that becomes
available to either party on a non-confidential basis from a source other than
the other party if such source was not subject to any prohibition against
disclosing the information to such party; and (4) information a party is
required by law or court order to disclose.  Nothing in this Agreement shall
prevent Seller from giving any notifications of the sale of vineyards to third
parties required to be given pursuant to contracts entered into between such
third parties and Seller.  Reunion Industries Inc. may issue a press release
regarding this transaction; provided, however, that Buyer shall have the right
to review and comment on the contents of such press release.

                                    - 34 -
     16.13  Binding on Successors-In-Interest.  Except as expressly provided
herein to the contrary, this Agreement shall be binding on, and inure to the
benefit of, the parties' successors-in-interest.

     16.14  Survival.  The representations, warranties and covenants set forth
in this Agreement shall survive each Closing and the consummation of the
transactions contemplated in this Agreement.

     17.    CASUALTY OR EMINENT DOMAIN.  If, before the Closing, there occurs
any damage by fire, earthquake, disease, infestation or other casualty
("Casualty") or any proceedings are commenced for the taking by exercise of
the power of eminent domain a ("Taking" in either event) of all or a material
part of the Property which, as reasonably determined by Buyer, would render
the Property unacceptable to Buyer or unsuitable for Buyer's intended use,
Buyer shall have the right, by giving notice to Seller within thirty (30) days
after Seller gives notice of any Casualty or the commencement of any Taking to
terminate this Agreement, in which event this Agreement shall terminate, and
the Deposit and the Increased Deposit shall be immediately returned to Buyer
by Escrow Holder.  If, before the Closing, any Casualty occurs or any
proceedings are commenced for a Taking of less than such a material part of
the Property, or if Buyer has the right to terminate this Agreement pursuant
to the preceding sentence but Buyer does not exercise such right, then this
Agreement shall remain in full force and effect and, on the Closing, insurance
proceeds or condemnation award (or, if not theretofore received, the right to
receive such award) payable on account of a Casualty or Taking shall be
transferred to Buyer.  Seller shall give notice to Buyer immediately after the
occurrence of a Casualty or Seller's receiving notice of the commencement of
any proceedings for Taking by exercise of the power of eminent domain of all
or any part of the Property.  Buyer shall have a period of thirty (30) days
(or such shorter period as Buyer may elect by giving notice to Seller) after
Seller has given the notice to Buyer required by this Section 17 to evaluate
the extent of the Casualty or Taking and make the determination as to whether
to terminate this Agreement.  If necessary, the Closing shall be postponed
until Seller has given the notice to Buyer required by this Section 17 and the
period of thirty (30) days described in this Section 17 has expired.

     18.    ARBITRATION OF DISPUTES.    All disputes, claims and causes of
action to interpret or enforce the provisions or to recover damages or other
relief for breach of this Agreement shall be resolved by binding arbitration
conducted pursuant to the Commercial Arbitration Rules and all applicable
procedures of the American Arbitration Association ("AAA") then in effect with
a single arbitrator who is a retired Federal or California State Court judge.
The arbitrator shall be selected by mutual agreement of the parties, or if
they are unable to reach agreement on the arbitrator within fifteen (15) days
after written notice by one party to the other invoking this arbitration
provision, in accordance with AAA procedures from a list of retired Federal or
California State Court judges provided by the AAA, which shall not be limited
to individuals who have exclusive arrangements with the AAA.  The arbitration
shall be conducted in Napa County, California, and all expedited procedures of
the AAA, whether in its Commercial Arbitration Rules, Rules for Large Cases,
or otherwise, shall be permitted.  The arbitrator shall have the same powers
as a Superior Court Judge to order in the award all injunctive, declaratory or
other relief or remedies which could be entered in an action filed in the Napa
County Superior Court upon the same causes of action, and the arbitrator may
retain continuing jurisdiction when appropriate to make further determinations
or to enforce the award; provided, however, with respect to Seller's remedies
for Buyer's breach of this Agreement with respect to the purchase and sale of

                                    - 35 -
the Property or any portion thereof, the arbitrator shall be limited to
awarding damages to Seller in accordance with Section 3.3 of this Agreement.
All arbitration proceedings shall be completed within ninety (90) days after
the written notice initiating the arbitration has been filed with the AAA.  If
the AAA ceases to exist or its arbitration services become unavailable within
50 miles of the City of Napa, a comparable arbitration service and its
procedural rules shall be utilized.

     The provisions of Title 9 of Part 3 of the California Code of Civil
Procedure, including Section 1283.05 thereof permitting expanded discovery
proceedings, shall be applicable to all disputes or controversies which are
arbitrated pursuant to this Agreement; provided, however, all discovery may
proceed on ten (10) business days' notice.  This agreement to arbitrate shall
be specifically enforceable under the prevailing arbitration law.  The
arbitrator shall provide sufficient time for each party to reasonably complete
its discovery.

     The demand for arbitration shall be made within a reasonable time after
the claim, dispute or other matter in question has arisen.  In no event shall
the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations.  All notices,
including notices under California Code of Civil Procedure Section 1290.4
shall be given in writing to the parties as provided in Section 15.

     The decision of the arbitrator so reached shall be binding and conclusive
upon all of the parties to this Agreement (whether they participated in said
arbitration or not after receipt of proper notice) and judgment in accordance
therewith may be entered by any court having jurisdiction thereof.  The costs
of any arbitration (to include reasonable counsel fees, and expert witness
fees, as both are determined by the arbitrator) shall be borne exclusively by
the non-prevailing party or parties unless the arbitrator for good cause
determines otherwise in his or her order.  The decision of the arbitrator may
be appealed on all grounds specifically in the statutes governing arbitration
and, in addition, upon any alleged mistake of law.

     NOTICE:  BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL.  BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION.  IF YOU REFUSE TO SUBMIT
TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

     WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
TO NEUTRAL ARBITRATION.

______                           _______
SELLER                           BUYER

Signatures appear on the following page.

                                    - 36 -
WHEREFORE, the parties have executed this Agreement on the dates written
below.



SELLER:

JULIANA VINEYARDS, a California Corporation                  Date:



By:

Richard L. Evans, Executive Vice President




BUYER:

TRIAD NAPA LLC, a Washington Limited Liability Company       Date:



By:

Frederick W. Grimm

                                    - 37 -
                                  EXHIBIT A

     "Property" means the real property located in Napa County, California,
consisting of the entire Parcels 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15A,
16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 34A, 35, 36A, 40,
41 and 43 (APNs _______________________), including all improvements located
thereon and easements, rights-of-way,  licenses, appurtenances and other
rights of Seller belonging to or serving said parcels, but subject to all
existing reservoirs, improvements and easements of the Water Company, all
other existing easements of record, any non-exclusive water pipelines,
utilities and roadway easements  to be reserved by Seller as shown on Exhibit
"A", the Lease by Madrone Knolls Vineyard Company (the "Madrone Lease") of a
portion of Parcel 14, and all existing grape sales contracts. The Parcels
shown on Exhibit "A" are more specifically described as the parcels with the
same numbers on the map recorded as 21 Parcel Maps 1/45, Napa County Official
Records.

                                    - 38 -
             FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT   EXHIBIT 10.27

     Juliana Vineyards, a California corporation (hereafter "Seller") and
Triad Napa LLC (hereafter "Buyer") agree that the REAL ESTATE PURCHASE
AGREEMENT effective May 5, 2000 executed by them (hereinafter "Agreement") is
amended as follows:

     1.     The definition "Farming Costs " in Section 1 of the Agreement is
deleted in its entirety.

     2.     The definition "Property" in Section 1 of the Agreement is amended
to insert a comma at the end of the sentence and to add "but excludes all
rights to the entire grape crop produced on the Property for the 2000 crop
season, together with all proceeds from sales of such grapes under the
existing Grape Sales Contracts, all of which are retained by Seller."

     3.     Section 2.2 of the Agreement is deleted in its entirety.

     4.     Section 3.1 of the Agreement is amended in its entirety to read as
follows:  "The purchase price (the "Purchase Price") for the Property shall be
Seventeen Million Six Hundred Thousand Dollars ($17,600,000).

     5.     Section 3.2(a) of the Agreement is amended in its entirety to read
as follows:

     "Buyer has deposited One Hundred Thousand Dollars ($100,000) into Escrow.
Buyer shall deposit Three Hundred Fifty Thousand Dollars ($350,000) into
Escrow concurrently with the signing of this Amendment, for a total deposit of
Four Hundred Fifty Thousand Dollars ($450,000), which is hereafter  referred
to as the "Deposit". The Deposit shall be applied to the Purchase Price at
Closing.

     6.     Section 8.4 of the Agreement is amended to provide that the Final
Closing Date shall be ten (10) days following the date on which Seller gives
written notice to Buyer that the 2000 harvest is 100% completed.

     7.     Section 9.1(d) of the Agreement is amended to delete the entire
last sentence.

     Except as specifically modified by this Amendment, all other terms and
provisions of the Agreement remain fully enforceable.

                                    - 39 -
     This Amendment shall become effective upon Seller receiving written
notice from Escrow Holder that Buyer has paid the full $450,000.00 Deposit
into Escrow.  This Amendment shall fully and finally terminate if Buyer fails
to pay the full $450,000.00 Deposit into Escrow on or before 5:00 p.m. PDT on
September 1, 2000.

DATED: August        , 2000
SELLER:
JULIANA VINEYARDS
A California Corporation,

By: __________________________________________
    Richard L. Evans, Executive Vice-President

DATED: August , 2000
BUYER:
TRIAD NAPA LLC, A Washington
Limited Liability Company

By: ____________________________________
    Frederick W. Grimm

                                    - 40 -
                                                                 EXHIBIT 99.1
                                PRESS RELEASE
                           REUNION INDUSTRIES, INC.

             REUNION INDUSTRIES ANNOUNCES COMPLETION OF SALE OF
                CALIFORNIA WINE GRAPE AGRICULTURAL OPERATIONS

FOR INFORMATION CONTACT:                               FOR IMMEDIATE RELEASE
John M. Froehlich
Chief Financial Officer
412-281-2111

     Pittsburgh, Pennsylvania - November 2, 2000 - Reunion Industries, Inc.
(Amex-RUN) announced today that, on October 27, it completed the previously
announced sale of substantially all of its wine grape agricultural operations
and real estate in Napa County, California to The Vineyards at Juliana LLC, a
Seattle, Washington based company.  Reunion used the net proceeds for general
corporate purposes, including repayment of approximately $16 million of debt.

     "The completion of this sale is another step in the Company's continuing
commitment to debt reduction.  As a result of this sale, the previous sale of
Data Packaging Limited in August and scheduled monthly repayments from
operating cash flows, Reunion has reduced its debt by approximately $30
million since the merger in March.  We are dedicated to strengthening our
balance sheet and creating shareholder value" said Kimball Bradley, Reunion's
President and Chief Operating Officer.

     This press release contains forward-looking statements as defined by
Section 21E of the Securities Act of 1934, as amended, concerning the
Company's expectations about the future use of proceeds, operations and debt
balances, which are dependent on future events, including events beyond the
control of the Company.  Additional information on potential factors and risks
that could affect the company's future operations are contained in the
Company's reports and filings with the Securities and Exchange Commission.

     Reunion's Metals Group, through its five manufacturing divisions,
manufactures and markets a broad range of metal fabricated and machined
industrial parts and products, including seamless steel pressure vessels,
fluid power cylinders, industrial cranes, leaf springs and storage racks.  The
Plastics Group manufactures high volume, precision plastics products and
thermoset compounds and provides engineered plastics services.

                                    - 41 -
[{"type": "8-K", "sequence": "1", "filename": "jul8klv.txt", "description": "CURRENT REPORT ON FORM 8-K DATED 10/27/00", "secsgml_size_bytes": 99464}]
{"company-data": {"conformed-name": "REUNION INDUSTRIES INC", "cik": "0001003429", "assigned-sic": "3089", "irs-number": "061439715", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15739", "film-number": "1527183"}, "business-address": {"street1": "11 STANWIX STREET", "street2": "SUITE 1400", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "2033248858"}, "mail-address": {"street1": "11 STANWIX STREET", "street2": "SUITE 1400", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
============================================================================

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549-1004

                                  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) October 27, 2000
                                                       ----------------

                      Commission File Number 33-64325
                                             --------

                          REUNION INDUSTRIES, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

        DELAWARE                                    06-1439715
------------------------              ------------------------------------
(State of Incorporation)              (I.R.S. Employer Identification No.)

                      11 STANWIX STREET, SUITE 1400
                      PITTSBURGH, PENNSYLVANIA 15222
       ------------------------------------------------------------
       (Address of principal executive offices, including zip code)

                              (412) 281-2111
           ----------------------------------------------------
      (Registrant's telephone number, including area code)

                           Page 1 of 41 pages.

                       Exhibit index is on page 19.

==========================================================================
             FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     This Current Report on Form 8-K contains forward-looking statements as
defined by Section 21E of the Securities Act of 1934, as amended, concerning
the Registrant's expectations about future and pro forma results of
operations, financial position and cash flows, which are dependent upon future
events beyond the Registrant's control.  Note that all forward-looking
statements involve risks and uncertainties including, without limitation,
factors which could cause the future results and shareholder values to differ
significantly from those expressed in the forward-looking statements.  In
light of the risks and uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by Reunion or any other person that the forward-
looking statements will occur.

                                    - 2 -
ITEM 2.   Acquisition or Disposition of Assets.
          -------------------------------------

     On October 27, 2000, Reunion Industries, Inc. (the "Registrant"),
completed the sale of substantially all of its wine grape agricultural
operations and real estate in Napa County, California to The Vineyards at
Juliana LLC, a Seattle, Washington based company.

     The consideration received by Reunion was $16.5 million after transaction
related costs and was used for general corporate purposes including the
repayment of $16.5 million in debt.  Reunion has estimated that the gain on
sale is approximately $2.2 million.

ITEM 7.   Financial Statement and Exhibits.
          ---------------------------------

(a)  Financial Statements

     None.

                                    - 3 -
(b)  Pro Forma Financial Information

                           REUNION INDUSTRIES, INC.
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                             FINANCIAL STATEMENTS

     The accompanying unaudited pro forma consolidated condensed financial
statements and related notes are presented in accordance with the SEC rules
and regulations to show the pro forma effects of the following items:

* Merger of Chatwins Group with and into Reunion

* Acquisition of Kingway

* Sale of Data Packaging Holdings Limited (DPHL)

* Sale of substantially all of the assets and business of Juliana Vineyards

     DPHL was an Irish holding company which owned all of the outstanding
common stock of Data Packaging Limited, Reunion's Irish plastics business.
Juliana Vineyards was Reunion's wine grape agricultural operations.

     The merger was completed on March 16, 2000 and is being accounted for as
a purchase under APB Opinion No. 16 "Business Combinations" with Chatwins
Group as the acquirer for purposes of applying purchase accounting.
Accordingly, Chatwins Group's assets and liabilities were accounted for at
historical book values and the approximately 63% of the assets and liabilities
of Reunion not previously owned by Chatwins Group were revalued at their
estimated fair value.  The excess of purchase price over fair value of assets
acquired and liabilities assumed (goodwill) for the acquisition of the
approximately 63% of Reunion common stock not previously owned by Chatwins
Group has been capitalized and is being amortized over 15 years.

     Simultaneously with the closing of the merger and related refinancing,
Reunion acquired Kingway.  This acquisition was accounted for as a purchase
under APB Opinion No. 16.

     The disposition of DPHL occurred on August 31, 2000.  The effects of this
disposition are reflected in the Reunion Industries historical condensed
consolidated balance sheet in the unaudited pro forma consolidated condensed
balance sheet as of September 30, 2000 presented herein.  The proceeds of
$11,330,000 after transaction-related costs were used to repay debt.

     The disposition of substantially all of the assets and business of
Juliana occurred on October 27, 2000.  The proceeds of $16,502,000 after
transaction-related costs were used to repay debt.  Because the sale of
Juliana's assets closed before the issuance of the Company's financial
statements for the quarter ended September 30, 2000, the Company classified
and began accounting for the agricultural operations as discontinued
operations in accordance with Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", which requires discontinued operations to be
reported separately from continuing operations.  Accordingly, the net assets
of Juliana are included in net assets of discontinued operations in the
accompanying Reunion Industries historical consolidated condensed balance
sheet in the unaudited pro forma consolidated condensed balance sheet as of

                                    - 4 -
September 30, 2000 presented herein and the operations of Juliana are excluded
from the accompanying Reunion Industries historical consolidated condensed
statement of operations in the unaudited pro forma consolidated condensed
statement of operations for the nine months ended September 30, 2000 presented
herein.

     The unaudited pro forma consolidated condensed balance sheet as of
September 30, 2000 includes the effects of the March 16, 2000 merger,
simultaneous acquisition of Kingway and sale of DPHL and is based on the
assumption that the sale of Juliana's assets was completed on September 30,
2000.  The unaudited pro forma consolidated condensed income statement for the
nine months ended September 30, 2000 is based on the assumptions that the
merger, the simultaneous acquisition of Kingway and the sales of DPHL and
Juliana's assets were completed January 1, 2000.  The Reunion Industries
historical financial information presented in the unaudited pro forma
consolidated condensed balance sheet and statement of operations at and for
the nine months ended September 30, 2000 is derived from Reunion's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000.  The unaudited
pro forma consolidated condensed income statement for the year ended December
31, 1999 is based on the assumption that the merger, the simultaneous
acquisition of Kingway and the sales of DPHL and Juliana's assets were
completed January 1, 1999.  The Reunion Industries pro forma financial
information presented in the first column of the unaudited pro forma
consolidated condensed statement of operations for the year ended December 31,
1999 is derived from Item 7(b) of Reunion's Current Report on Form 8-K as
filed on September 15, 2000, which already includes the pro forma effects of
the merger, the simultaneous acquisition of Kingway and the sale of DPHL.

     The disposition of Juliana's assets represents a disposition of a
discontinued operation and would usually require a pro forma condensed balance
sheet for the most recent historical balance sheet and pro forma condensed
income statements for the last three fiscal years and the current and prior
year interim periods.  In the merger on March 16, 2000, Chatwins Group was
considered the acquirer for purposes of applying purchase accounting.
Accordingly, all pre-merger historical financial statements in Reunion's post-
merger SEC filings will be those of the former Chatwins Group.  Because
Chatwins Group used the equity method to account for its approximately 37%
investment in Reunion prior to the merger, reclassification of Juliana to
discontinued operations will have an effect on Chatwins Group's results from
continuing operations presented in its pre-merger historical financial
statements as follows ($'s in 000's, except for per share data):

                               Nine months ended
                              September 30, 1999    Year ended December 31,
                                      (unaudited)        1998         1997
                              ------------------    ---------    ---------
Income (loss) from continuing
  operations as reported                 $  (125)     $   103      $ 2,506
Effect of reclassification
 (unaudited)                                 364          679          602
                                         -------      -------      -------
Restated income from continuing
  operations                                 239          782        3,108
Preferred stock dividend accretions         (342)        (456)        (456)
                                         -------      -------      -------
Restated income (loss) applicable to
  common stockholders                    $  (103)     $   326      $ 2,652
                                         =======      =======      =======
                                    - 5 -
Income (loss) from continuing
  operations per common share -
  basic and diluted                      $ (0.01)     $  0.03      $  0.28
                                         =======      =======      =======
Weighted average number
  of common shares - basic
  and diluted (1)                          9,500        9,500        9,500
                                        ========     ========      =======

(1) - Restated to give retroactive effect to the recapitalization of the
former Chatwins Group in the merger.

     Pro forma data are based on assumptions and include adjustments as
explained in the notes to the unaudited pro forma consolidated condensed
financial statements.  The pro forma data are not necessarily indicative of
the financial results that would have occurred had the transactions been
effective on the dates indicated above, and should not be viewed as indicative
of operations in future periods.  The unaudited pro forma consolidated
condensed financial statements should be read in conjunction with the
accompanying notes and with Reunion's, Chatwins Group's and Kingway's
financial statements.  The financial statements, Management's Discussion and
Analysis of Financial Condition and Results of Operations and a description of
the business of Chatwins Group are included under Item 7(a) of Reunion's
Current Report on Form 8-K/A as filed on May 4, 2000.  The financial
statements of Kingway are included under Item 7(a) of Reunion's Current Report
on Form 8-K/A as filed on May 4, 2000.

                                    - 6 -
                           REUNION INDUSTRIES, INC.
           UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
                      September 30, 2000 (in thousands)

                           Reunion     Less                           Reunion
                        Industries    Juliana      Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
ASSETS:
Cash                      $    826     $      -   $ 16,502 (1)
                                                   (16,502)(1)      $    826
Receivables                 35,863            -          -            35,863
Inventories                 20,973            -          -            20,973
Other current assets         3,729            -          -             3,729
Net assets of discontinued
  operations                 5,533       (5,533)         -                 -
                          --------     --------    -------          --------
Total current assets        66,924       (5,533)         -            61,391

Property - net              32,614            -          -            32,614
Goodwill                    18,355            -          -            18,355
Other assets                18,672            -          -            18,672
                          --------     --------   --------          --------
Total assets              $136,565     $ (5,533)  $      -          $131,032
                          ========     ========   ========          ========
LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Current long-term debt    $  4,023     $      -   $      -          $  4,023
Current long-term debt-
  related parties            2,998            -          -             2,998
Revolving credit facility   29,329            -     (8,452)(1)        20,877
Trade payables              18,714            -          -            18,714
Accrued other               12,444            -          -            12,444
Net liabilities of
  discontinued operations        -        7,977     (7,323)(1)
                                                      (654)(1)
                                                       633 (3)           633
                          --------     --------   --------          --------
Total current liabilities   67,508        7,977    (15,796)           59,689

Long-term debt              44,743            -          -            44,743
Long-term debt-related party 1,017            -          -             1,017
Other liabilities            2,564            -          -             2,564
Intercompany                     -      (13,510)    16,502 (1)
                                                       (73)(1)
                                                    (2,286)(2)
                                                      (633)(3)             -
                          --------     --------   --------          --------
Total liabilities          115,832       (5,533)    (2,286)          108,013
                          --------     --------   --------          --------

                                    - 7 -
                           REUNION INDUSTRIES, INC.
     UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (Continued)
                      SEPTEMBER 30, 2000 (in thousands)

                           Reunion      Less                          Reunion
                        Industries    Juliana      Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
  Stockholders' equity:
Common stock                   152            -          -               152
Paid-in capital             24,608            -          -            24,608
Retained earnings
  (accumulated deficit)     (4,027)           -      2,286 (2)        (1,741)
                          --------     --------   --------          --------
Total stockholders' equity  20,733            -      2,286            23,019
                          --------     --------   --------          --------
Total liabilities and
  stockholders' equity    $136,565     $ (5,533)  $      -          $131,032
                          ========     ========   ========          ========

                                    - 8 -
                            REUNION INDUSTRIES, INC.
      UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                   (in thousands, except per share amounts)

                           Reunion                                    Reunion
                        Industries    Less DPHL    Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
SALES                     $136,195     $ (5,032)   $ 14,996 (a)      $146,159
Operating costs
  and expenses:
Cost of sales              109,331       (4,349)     11,826 (a)       116,808
Selling, general
  and administrative        16,778         (603)      2,345 (a)        18,520
Amortization of goodwill       702         (143)        366 (a)           925
Other (income) expense, net (4,426)          84       4,818 (a)(f)        476
                          --------     --------    --------          --------
OPERATING PROFIT            13,810          (21)     (4,359)            9,430

Interest expense             7,338         (123)       (678)(b)         6,537
Equity loss from affiliate     296            -        (296)(c)             -
                          --------     --------    --------          --------
Income from continuing
  operations before taxes    6,176          102      (3,385)            2,893
Income tax expense             654           (6)        509 (d)         1,157
                          --------     --------    --------          --------
Income from continuing
  operations                 5,522          108      (3,894)            1,736
Preferred stock
  dividend accretions           95            -         (95)(e)             -
                          --------     --------    --------          --------
Income available to
  common stockholders     $  5,427     $    108    $ (3,799)         $  1,736
                          ========     ========    ========          ========

                                    - 9 -
                            REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Continued)
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                   (in thousands, except per share amounts)

                           Reunion                                    Reunion
                        Industries    Less DPHL    Pro Forma       Industries
                        Historical   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------

Income from continuing
  operations per common
  share:

Basic                     $   0.44                                   $   0.13
                          ========                                   ========

Diluted                   $   0.43                                   $   0.13
                          ========                                   ========

Weighted average number
  of common shares

Basic                       12,564                           682*      13,246
                          ========                      ========     ========

Diluted                     12,624                           682*      13,306
                          ========                      ========     ========

* - Represents the effect of the 2,490,000 public shares of Reunion not
retired in the merger assuming the merger occurred on January 1, 2000
(2,490,000 x 75 days in pre-merger period / 274 days).

                                    - 10 -
                            REUNION INDUSTRIES, INC.
      UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999
                    (in thousands, except per share amounts)

                           Reunion      Less                          Reunion
                        Industries     Juliana     Pro Forma       Industries
                         Pro Forma   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------
SALES                     $200,718    $  (4,524)    $     -          $196,194
Operating costs
  and expenses:
Cost of sales              164,813       (4,142)          -           160,671
Selling, general
  and admin.                25,060         (497)          -            24,563
Amortization of goodwill     1,254            -           -             1,254
Other                          724          226           -               950
                          --------     --------    --------          --------
OPERATING PROFIT             8,867         (111)          -             8,756

OTHER (INCOME) EXPENSE:
Interest expense             9,927       (1,430)       (718)(g)         7,779
Provision for Bargo
  judgment and costs         1,646            -           -             1,646
Bargo settlement gain       (3,617)           -           -            (3,617)
Equity loss from affiliate       -            -           -                 -
Other (income) expense        (672)           -           -              (672)
                          --------     --------    --------          --------
Income from continuing
  operations before taxes    1,583        1,319         718             3,620
Income tax expense             633            -         815 (h)         1,448
                          --------     --------    --------          --------
Income (loss) from
  continuing operations   $    950     $  1,319    $    (97)         $  2,172
                          ========     ========    ========          ========

                                    - 11 -
                            REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Continued)
                      FOR THE YEAR ENDED DECEMBER 31, 1999
                    (in thousands, except per share amounts)

                           Reunion                                    Reunion
                        Industries    Less DPHL    Pro Forma       Industries
                         Pro Forma   Historical    Adjustments      Pro Forma
                        ----------   ----------   -------------   -----------

Income from continuing
  operations per common
  share:

Basic                     $   0.08                                   $   0.18
                          ========                                   ========

Diluted                   $   0.08                                   $   0.18
                          ========                                   ========

Weighted average number
  of common shares

Basic                       11,974                                     11,974
                          ========                                   ========

Diluted                     11,974                                     11,974
                          ========                                   ========

                                    - 12 -
                           REUNION INDUSTRIES, INC.
   NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               (in thousands)

Note 1.   Pro Forma Adjustments to the Unaudited Pro Forma Consolidated
          Condensed Balance Sheet

          Adjustments to the unaudited pro forma combined balance sheet as
          of September 30, 2000:

          (1)   To record the receipt of $16.5 million of cash proceeds from
the disposition and the uses of the proceeds as follows:

                Uses of proceeds:
                                           Within Discontinued Operations
                                       --------------------------------------
                                                  Accrued     Other    Total
                             Revolver    Debt       Other     Costs     Uses
                             --------  --------  --------  --------  --------
Revolver paydown             $  8,452  $      -  $      -  $      -  $  8,452
Note payable                        -     7,323         -         -     7,323
Accrued interest                    -         -       169         -       169
Prepayment penalty                  -         -         -        73        73
Napa national crop loan             -         -       485         -       485
                             --------  --------  --------  --------  --------
  Totals                     $  8,452  $  7,323  $    654  $     73  $ 16,502
                             ========  ========  ========  ========  ========

          (2)  Represents the elimination of the investment in the assets of
Juliana sold and resulting $2.3 million gain.  There is no provision for
income taxes related to the gain on sale of Juliana's assets as it is assumed
that the valuation allowance against deferred tax assets related to the
Company's net operating loss carryforwards is reduced for the tax effect of
the gain.

                                    - 13 -
          (3)  Represents the establishment of a reserve for post-sale
transaction-related costs resulting in pro forma net liabilities of
discontinued operations as follows:

                                  Discontinued                 Discontinued
                                    Operations    Effect of      Operations
                                    Historical       Sale         Pro Forma
                                  ------------    ---------    ------------
     ASSETS:
Cash and cash equivalents             $     49     $      -        $     49
Receivables, net                         1,257            -           1,257
Other current assets                     1,401            -           1,401
Property, plant and equipment, net      16,248      (15,998)            250
Other assets, net                          259            -             259
                                      --------     --------        --------
Total assets                            19,214      (15,998)          3,216
                                      --------     --------        --------
     LIABILITIES AND EQUITY:
Current maturities of debt                 864         (184)            680
Trade payables                             504            -             504
Other current liabilities                  648          (21)            627
Reserve for estimated expenses           2,016            -           2,016
Other long-term debt                     7,139       (7,139)              -
Other liabilities                           22            -              22
Minority interest                        2,488       (2,488)              -
                                      --------     --------        --------
Total liabilities and equity            13,681       (9,832)          3,849
                                      --------     --------        --------
Net assets (liabilities) of
  discontinued operations             $  5,533     $ (6,166)       $   (633)
                                      ========     ========        ========

                                    - 14 -
Note 2.   Pro Forma Adjustments to the Unaudited Pro Forma Consolidated
          Condensed Statements of Operations

          Adjustments to the unaudited pro forma consolidated condensed
          statement of operations for the nine months ended September 30,
          2000:

          (a)   Represents the operating results of businesses merged
(excluding DPL and Juliana) and acquired on March 16, 2000 for the period from
January 1, 2000 through March 15, 2000.

          (b)   To record the effect on interest expense for the first nine
months of 2000 resulting from the merger, acquisition and the application of
sale proceeds to borrowings.  It was assumed that if Reunion had been engaged
in the merger with Chatwins Group, the acquisition of Kingway and the
dispositions of DPHL and Juliana's assets all at the same time, the $5.0
million term loan B facility would not have been necessary and the remaining
sale proceeds would have been used to repay $8.5 million of notes payable then
applied to revolver borrowings:
                                                           Pro
                                                           Forma
                                                           Average   Pro Forma
                                             Annual Rates  Balance   Interest
                                             ------------  --------  --------
  Pro Forma Interest Expense:
Senior notes                                          13%  $ 24,975  $  2,435
Revolving credit facility                    Prime + .50%    20,012     1,351
Term loan A                                  Prime + .75%    24,572     1,705
Other debt (actual first nine months 2000)                                695
                                                                     --------
  Total Pro Forma Cash Interest                                         6,186
Amortization of deferred financing costs                                  351
                                                                     --------
  Total Pro Forma Interest                                              6,537
Less: Historical Interest Expense (excluding DPHL)                     (7,215)
                                                                     --------
  Pro Forma Interest Adjustment                                      $   (678)
                                                                     ========

     A 0.125% change in interest rates would affect interest expense by
approximately $42 for the nine months ended September 30, 2000.

          (c)   To eliminate Chatwins Group's equity loss from continuing
operations of Reunion recognized prior to the March 16, 2000 merger.

          (d)   To adjust the proforma combined income tax expense for
continuing operations to an effective rate of approximately 40% of pro forma
combined income from continuing operations before taxes.

          (e)   To eliminate the preferred stock dividend accretions from
January 1, 2000 to March 15, 2000 on the former Chatwins Group's mandatorily
redeemable Class D, Series A, B and C preferred stocks as such preferred
stocks are assumed to have been exchanged for non-mandatorily redeemable
Reunion Industries Series A preferred stock on January 1, 2000.

                                    - 15 -
          (f)   Primarily represents the elimination of the one-time gain on
sale of DPHL of $4.5 million, resulting in a decrease from historical to pro
forma income from continuing operations per common share.

          Adjustments to the unaudited pro forma consolidated condensed
          statement of operations for the year ended December 31, 1999:

          (g)   To record the effect on interest expense for 1999 assuming the
Juliana asset sale proceeds were received on January 1, 1999:

                                                           Pro
                                                           Forma
                                                           Average   Effect on
                                             Annual Rates  Balance   Interest
                                             ------------  --------  --------
  Reduction in Interest Expense:
Revolving credit facility                    Prime + .50%  $  8,452  $   (718)
                                                                     ========

     A 0.125% change in interest rates would affect interest expense by
approximately $56 for 1999.

          (h)   To adjust the proforma combined income tax expense for
continuing operations to an effective rate of approximately 40% of pro forma
combined income from continuing operations before taxes.

                                    - 16 -
(c)  Exhibits

     Exhibit No.         Description of Exhibit
     -----------         ----------------------

        10.26            Real Estate Purchase Agreement dated May 5, 2000
                         between Juliana Vineyards and Triad Napa LLC.

        10.27            First Amendment to Real Estate Purchase Agreement
                         dated August 12, 2000 between Juliana Vineyards
                         and Triad Napa LLC.

        99.1             Press release dated November 2, 2000.

                                    - 17 -
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.

Date:  February 7, 2001                       REUNION INDUSTRIES, INC.
       ----------------                             (Registrant)

                                              By: /s/ John M. Froehlich
                                                  ---------------------
                                                    John M. Froehlich
                                                 Executive Vice President
                                                   of Finance and Chief
                                                    Financial Officer

                                    - 18 -
                                EXHIBIT INDEX

Exhibit No.     Description of Exhibit                                 Page
-----------     ----------------------                                 ----

   10.26        Real Estate Purchase Agreement dated                     20
                May 5, 2000 between Juliana Vineyards
                and Triad Napa LLC.

   10.27        First Amendment to Real Estate Purchase                  39
                Agreement dated August 12, 2000 between
                Juliana Vineyards and Triad Napa LLC.

   99.1         Press release dated November 2, 2000.                    41

                                    - 19 -
                        REAL ESTATE PURCHASE AGREEMENT           EXHIBIT 10.26

     THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter "Agreement") is made on
the Effective Date by and between Juliana Vineyards, a California corporation
(hereafter "Seller") and Triad Napa LLC (hereafter "Buyer"), who agree as
follows:

     1.     DEFINITIONS.  As used herein, the following terms have the
following meanings:

            "Closing" means the close of Escrow and the consummation of the
purchase and sale of the Property, as contemplated under this Agreement.

            "Closing Costs" means the reasonable costs and expenses of Seller
and Buyer incurred in connection with this Agreement, including, without
limitation, charges and premiums paid to Title Insurer for the Title Policy,
recordation taxes, fees, and costs, including, without limitation, transfer or
similar tax on the Grant Deed and any recording fees.

            "Closing Date" means the date on which the Closing occurs as
provided in Section 8.

            "County" means the County of Napa, California.

            "Deposit" is defined in Section 3.2(a) below.

            "Effective Date" is May 5, 2000

            "Environmental Laws" is defined in Section 10.

            "Escrow Holder" is First American Title Company of Napa, 1700
Second Street, Napa, California, 94559.

            "Farming Costs" is defined in Section 2.2.

            "Final Approval" shall mean that all applicable Governmental
Authorities shall have approved the matter which Seller, Buyer and Water
Company, as applicable, have submitted to the applicable Governmental
Authorities for approval, subject only to such conditions as are acceptable to
Buyer in its sole discretion, and all time periods to appeal such approval
shall have expired without any such appeal having been filed or commenced.

            "Final Closing Date" is defined in Section 8.4.

            "General Plan" means the Napa County General Plan.

            "Governmental Authority" means the United States of America, the
State of California, the County, and any agency, authority, court, department,
commission, board or bureau of instrumentality of any of them.

            "Grant Deed" means a grant deed conveying title to the applicable
parcels of the Real Property to Buyer.

            "Grape Sales Contracts" means and includes any and all contracts
Seller has entered into on or before the Closing Date for the sale of the
grape crop on the Real Property, as listed on Exhibit C attached hereto.

                                    - 20 -
            "Hazardous Substances" shall have the meaning given to such term
in Section 10.

            "Inspection Period" shall have the meaning given such term in
Section 4.1(a).

            "Madrone Lease" means that certain Lease dated September 15, 1998,
made by and between Seller, as landlord and Madrone Knoll Vineyard, LLC, as
tenant, with respect to a portion of Parcel 14 of the Real Property.

            "Marks" means all of Seller's right, title and interest in and to
the tradenames,  trademarks and service marks, including all registrations or
applications for registration pertaining thereto and all common law rights
pertaining thereto, (i) that are comprised of or include the words "Juliana
Vineyards," in stylized or block form, or (ii) that include or are comprised
of the logotype or design shown on Exhibit D attached hereto.

            "Permitted Title Exceptions" means (a) real property taxes with
respect to the applicable portion of the Property for the year in which the
Closing occurs that are not due on or before the Closing Date, (b) the Madrone
Lease, (c) any other matters disclosed on the Preliminary Report defined in
Section 7.2 (as updated) that have been expressly approved in writing by Buyer
within the time permitted in this Agreement for expressing such approval, and
(d) matters affecting the condition of title to the Property created by or
with the written consent of Buyer.

            "Property" means and includes the Real property, the Marks,
Seller's right, title and interest under the Madrone Lease and Seller's right,
title and interest under the Grape Sales Contracts, and all right, title and
interest in personal property that is owned by Seller and located at the Real
Property.

            "Real Property" means that certain real property located in Pope
Valley, Napa County, California, consisting of approximately 3,250 acres, more
or less, of land as more particularly described on Exhibit A, attached hereto,
including all improvements thereon and all easements, rights of way, licenses,
water rights, appurtenances and other rights of Seller belonging to or serving
said parcels, subject to the Permitted Title Exceptions.

            "Title Company" means First American Title Insurance Company.

            "Title Defect" means any lien, claim of lien, encumbrance, deed of
trust, security agreement, tenancy, encroachment, restriction, covenant,
assessment, charge, agreement, license, taxes, easements, right of possession,
or any other matter (including, without limitation, any matter disclosed by
the Survey) which renders the state of title to the Property unacceptable to
Buyer.

            "Title Policy" means a CLTA policy of owner's title insurance
issued by Title Company to Buyer at Closing covering the parcels which are the
subject of the Closing.  The Title Policy shall be dated not earlier than the
date of recordation of the applicable Grant Deed, shall name Buyer as the
insured, and shall insure Buyer's fee simple title to the applicable parcels
in an amount equal to the purchase price applicable to that sale, subject only
to the applicable Permitted Title Exceptions.

            "Water Company" means the Juliana Mutual Water Company, a non-

                                    - 21 -
profit mutual water company.

     2.     SALE OF THE PROPERTY.

     2.1    Sale and Purchase Agreement.  On the terms and subject to the
conditions set forth herein, Seller hereby agrees to sell the Property to
Buyer and Buyer hereby agrees to purchase the Property from Seller.

     2.2    Grape Crops and Farming Expenses.  The Property includes and Buyer
shall receive all rights to the entire grape crop together with all proceeds
from sales of such grapes under existing grape sales contracts which are
produced upon the Property for the 2000 crop season. Until the Closing Date,
Seller shall continue to perform all farming and maintenance services for the
vineyard improvements upon the Property in the same manner as Seller has
customarily performed those services, and Seller shall submit monthly billing
statements for all costs incurred from the Effective Date through the Closing
Date, including all overhead, supervision and administrative costs at Seller's
customary billing rates for vineyard farming and management services performed
by Seller (the "Farming Costs").  On the Closing Date, Buyer shall reimburse
to Seller all of Seller's reasonable Farming Costs incurred with respect to
the Real Property.  Seller shall furnish Buyer a copy of Seller's customary
vineyard management services contract, together with all pricing schedules,
within twenty (20) days after the Effective Date for Buyer's approval within
the inspection period provided in Section 4.1(a).

     3.     PURCHASE PRICE.

     3.1    Purchase Price.  The purchase price (the "Purchase Price") for the
Property shall be Nineteen Million Dollars ($19,000,000) plus reimbursement of
Seller's Farming Costs as set forth in Section 2.2.

     3.2    Deposit.
            (a)     Deposit.  Within three (3) business days following the
Effective Date, Buyer shall deposit One Hundred Thousand Dollars ($100,000.00)
cash (the "Deposit") into Escrow.  The Deposit shall be applied to the
Purchase Price at Closing.

            (b)     Interest.  The Deposit shall be invested by the Escrow
Holder in an interest-bearing account, and all interest accruing on the
Deposit shall be credited and paid solely to the Seller as additional
compensation to Seller for the contingency periods provided in Section 4.1.
None of the accrued interest shall be credited to Buyer or applied to the
purchase price, even if Buyer terminates this Agreement pursuant to Sections
4.1(d), 7.2, 10, 11 or 17.

            (c)     Nonrefundable Deposit and Return to Buyer.  The Deposit
shall become nonrefundable to Buyer upon the date upon which Buyer gives
Seller written notice of approval of the Property pursuant to Section 4.1(a).
Notwithstanding the foregoing, the Deposit shall be immediately released and
returned to Buyer upon the default of Seller or as otherwise provided in
Sections 4.1(d), 7.2, 10, 11 and 17, and in any such event, Seller agrees to
instruct the Escrow Holder in writing to return the Deposit immediately to
Buyer.

     3.3    LIQUIDATED DAMAGES.  IF BUYER DEFAULTS UNDER THIS AGREEMENT BY
FAILURE TO CLOSE THE ESCROW ESTABLISHED FOR CLOSING FOR ANY REASON OTHER THAN
(i) THE FAILURE OF ANY CONDITION SET FORTH HEREIN FOR THE BENEFIT OF BUYER, OR

                                    - 22 -
(ii) THE DEFAULT OF SELLER, OR (iii) THE TERMINATION OF THIS AGREEMENT
PURSUANT TO SECTIONS 4.1(d), 7.2, 10, 11 OR 17, SELLER SHALL BE RELEASED FROM
ITS OBLIGATIONS TO SELL THE PROPERTY TO BUYER , AND SELLER SHALL RETAIN THE
ENTIRE BALANCE OF THE DEPOSIT THEN REMAINING AS LIQUIDATED DAMAGES FOR
BUYER'S DEFAULT.  BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR
EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE EVENT OF SUCH DEFAULT  BY
BUYER, THAT THE TOTAL OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SUCH DAMAGES
FROM SUCH DEFAULT OF BUYER, AND THAT SELLER SHALL RETAIN THE ENTIRE REMAINING
BALANCE OF THE DEPOSIT AS SELLER'S SOLE AND EXCLUSIVE DAMAGES FOR SUCH
DEFAULT. THE ESCROW HOLDER SHALL DELIVER TO SELLER THE ENTIRE BALANCE OF THE
DEPOSIT THEN REMAINING IN ESCROW UPON  SUCH DEFAULT BY BUYER.

_______                         ______
SELLER                          BUYER

     After the disposition of the Deposit pursuant to any of the foregoing
provisions of this Section 3.3, the Escrow shall be canceled and neither party
shall thereafter have any rights or responsibilities to the other, except as
otherwise expressly provided in this Agreement (for example, the
indemnification provisions of Section 6 hereof).

     4.     CONDITIONS.

     4.1    Conditions to Buyer's Performance.  Buyer's obligation to perform
under this Agreement is expressly conditioned on the satisfaction of the
following conditions, which are for Buyer's benefit only:

            (a)     Inspections.  Buyer's approval in its sole and absolute
discretion of the physical, geological and environmental condition of the Real
Property, including, but not limited to, the terms of all documents concerning
the condition of and title to the Property, the dimensions, boundaries or
acreage of the Real Property, the gross or net acreage planted or useable for
vineyards, the General Plan designations, zoning, land use permits or
potential uses, the compliance with any applicable zoning, land use, building
or other statutes or regulations, the soil types, conditions or percolation
rates, storm drainage, public utilities services and services of the Water
Company the surface waters drainage onto and off of the Real Property, the
possibility that hazardous substances might have contaminated any portion of
the Real Property, the suitability of the Real Property and improvements
thereon for any uses Buyer may intend to make of the same, the terms of the
Madrone Lease and all Grape Sale Contracts, and the feasibility and
marketability of Buyer's development plan for the Property.  Any costs or fees
incurred due to Buyer's inspection shall be paid by Buyer.  Buyer's inspection
and investigation of the Property shall be completed no later than forty-five
(45) days after the Effective Date (the "Inspection Period").  Buyer shall
notify Seller in writing of Buyer's approval or disapproval of Buyer's
inspection condition no later than 5:00 p.m. on the last day of the Inspection
Period.  Buyer's failure to notify Seller in writing of its approval or
disapproval within the Inspection Period shall be conclusively deemed to be a
disapproval of the condition of the Property.

            (b)     Seller's Representations; Seller's Performance.  Buyer's
obligation to perform under this Agreement is further expressly conditioned
upon Seller's representations contained herein being true and correct in all
material respects as of each Closing.  Seller shall have performed each and
every obligation to be performed by Seller in this Agreement on or before each
Closing, or by such earlier time as may be specified in this Agreement.

                                    - 23 -
            (c)     Title Policy Commitment.  Buyer's obligation to perform
under this Agreement is further expressly conditioned upon the Title Company
being irrevocably and unconditionally committed to issue the Title Policy on
each Closing Date, subject only to the applicable Permitted Title Exceptions.

            (d)     Buyer's Termination.  If any condition set forth in this
Section 4.1 is not satisfied or waived in writing by Buyer on or before
Closing or by such earlier time as may be specified in this Agreement, then
Buyer may elect, at its sole option, to terminate this Agreement by delivery
to Seller of Buyer's notice of termination ("Buyer's Termination Notice").  If
Buyer fails to provide Seller timely notice of Buyer's approval of the
Property after Buyer's inspection as provided in Section 4.1(a), this
Agreement shall be deemed to be terminated. Upon any such termination, the
Escrow shall be canceled and the Deposit and Increased Deposit shall forthwith
be returned to Buyer, and thereafter, neither party shall have any rights or
responsibilities to the other under this Agreement except for any claims of
Seller against Buyer under Section 6 or except as otherwise set forth in this
Agreement.

     4.2    Conditions to Seller's Performance.  Seller's obligation to
perform under this Agreement is expressly conditioned upon Buyer's
representations contained herein being true and correct in all material
respects as of the Closing.  Buyer shall have performed each and every
obligation to be performed by Buyer in this Agreement on or before Closing or
by such earlier time as may be specified in this Agreement.

     4.3    Exhibits.  Notwithstanding any other provision contained herein,
Buyer and Seller acknowledge that Exhibits A through G are incomplete as of
the Effective Date.  Buyer and Seller will negotiate in good faith to complete
such Exhibits within forty-five (45) days of the Effective Date and agree that
such Exhibits, when complete, will be attached to and will be a part of this
Agreement.  If Buyer and Seller do not agree on all such Exhibits within such
time period, Buyer's sole right shall be to terminate this Agreement in
accordance with Section 4.1(d).

     5.     WATER SUPPLY TO BUYER.  The water system serving the Property and
other parcels in the Juliana Preserve is described in the Juliana Mutual Water
Company Engineer's Report dated April, 1998, prepared by James C. Hanson,
Consulting Civil Engineer, a Corporation, of Sacramento, California.  Seller
has transferred the water system to the Water Company, and water will be
supplied by the Water Company to owners of such parcels who are or who become
shareholders in the Water Company, including the owners of the Real Property
being purchased by Buyer. The water will be supplied pursuant to and in
accordance with the Articles of Incorporation and Bylaws of the Water Company.
The water entitlements of shareholders are described in Section 1 of Article
IV of the Bylaws and in Exhibit B attached to the Bylaws.  Copies of the
Articles and Bylaws, together with the Offering Circular for prospective
shareholders in the Water Company, have been heretofore provided to Buyer, and
the same are incorporated herein by reference.

     5.1.    Buyer's Water Entitlements.  In accord with the Water Company
Bylaws, Buyer will have the right, following its purchase of the Real
Property, to apply for the issuance to Buyer of the shares of stock in the
Water Company that are appurtenant to the Real Property, entitling Buyer to
receive an annual water supply of 1.2 acre feet ("a.f.") per share for
irrigation and  .5 a.f. per share for frost protection for each agricultural
acre and 1.2 a.f.  per share for irrigation for each base allocation share as

                                    - 24 -
more fully set forth in Article IV of the Bylaws and as shown on Exhibit B to
the Bylaws, a copy of which is attached hereto as Exhibit B.  Seller shall
deposit into escrow, for delivery to the Water Company upon closing, the share
certificates held by Seller in the Juliana Mutual Water Company on the Real
Property, being the amounts shown on Exhibit B, for surrender to and
cancellation by the Water Company in accordance with Article XI of the Bylaws
and to enable the Water Company to issue the new share certificates to the
Buyer for the Real Property.  Seller has not heretofore requested issuance to
it by the Water Company of the Base Allocation shares for the Real Property
and the issuance of the  Base Allocation shares shall be at the option of the
Buyer, in accordance with Section 10 of Article IV of the Bylaws of the Water
Company.

     5.2    Limitation on Seller's voting for Changes of Water Entitlements.
Until the Closing is completed or until the earlier termination of this
Agreement, Seller shall not vote its shares to support any Bylaw amendment
which would reduce the annual allocations of water to shares as provided for
in Article IV of the Bylaws, other than proportionally to all shares
(including Seller's) which may be necessary as a result of a future reduction
or impairment of water rights or supply, acts of a court or governmental
authority, or other causes which are beyond the control of Seller.

     5.3.    Distribution Works Required for Delivery of Water to the Buyer's
Parcels.  Buyer will be further required at its own cost and expense to
construct all distribution works necessary to pump, distribute, deliver and
measure water from the Water Company's facilities to Buyer's Property for use
on said Property as Buyer deems necessary or as required by the Water Company
bylaws.  Such distribution works shall also be designed, constructed and
installed in a good and workmanlike manner and in accordance with good
engineering practices, and they shall operate to the reasonable satisfaction
of the Water Company.  Buyer's ownership and operation of said distribution
works shall be subject to all rights of the Water Company that are set forth
in Section 4 of Article IV of the Bylaws.

     5.4.    Payment of Assessments and Charges of the Water Company for Water
Supply.  On and after the Closing, Buyer shall pay when due all assessments
fixed and levied by the Water Company on Buyer's shares or on Buyer's
agricultural acreage, irrespective of the amount of acreage planted on the
Real Property, plus all charges for use of water on the Real Property,
irrespective of whether share have yet been issued for such acreage.  All
Water Company assessments and charges applicable to the Real Property being
purchased shall be prorated between Seller and Buyer as of the Closing Date.
Buyer's rights to a water supply shall be subject to all terms and conditions
set forth in the Bylaws, including the payment of assessments and charges of
the Water Company and compliance with any rules and regulations adopted by the
Board of the Water Company.

     6.     ACCESS TO PROPERTY AND RECORDS AND WAIVER OF STATUTORY DISCLOSURE
REQUIREMENTS.

     6.1    Access.  Seller shall provide Buyer and Buyer's representatives
with reasonable access to the Property at reasonable business hours to
undertake the inspections of the Property pursuant to Section 4.1(a).  Seller
shall provide to Buyer the existing books, records, legal documents, leases,
contracts, reports and other information in Seller's possession which are
requested by Buyer for the inspections and investigations under Section 4.1(a)
within 5 days from the date of Buyer's request.  Seller hereby permits Buyer

                                    - 25 -
to contact any contractors or consultants who have performed any work or
inspections relating to the Property.  Any fees or other cost incurred by
Buyer's investigation shall be paid by Buyer. Buyer shall not allow any liens
to be imposed upon the Property and shall indemnify and hold Seller harmless
from and against any and all claims, losses, damages, liabilities, fines,
penalties, and expenses (including, without limitation, reasonable attorneys'
fees and costs), arising out of, resulting from, or asserted in connection
with Buyer and/or its agents, employees, contractors and consultants entering
onto, investigating and inspecting the Property, except to the extent any of
the same shall be caused or contributed to by Seller or its agents, employees,
contractors and consultants.  Although Seller shall exercise good faith
diligence to make the documents and records which are in its possession
available to Buyer, Seller does not warrant the accuracy, sufficiency, or
completeness of any such items for the Buyer's purposes, nor the availability
of any further records or documents which might exist in Seller's records and
files which might conflict with, supplement, explain or otherwise relate to
the items produced by Seller.

     6.2    Waiver of Statutory Disclosure Requirements.  An unoccupied
residence known as the Barnett House is located on Parcel 12 and a small
residence occupied by a vineyard employee is located on Parcel 13.  Both
residences are in poor condition, would require extensive reconstruction and
renovation to become habitable and in compliance with current building and
safety codes and have minimal or no value.  Buyer is purchasing these parcels
primarily for vineyard farming and development purposes, and no value
whatsoever has been allocated to those structures in negotiating the agreed
Purchase Price.  Rather than having Seller raze and remove those structures
before the Closing, Buyer is accepting those structures in "AS IS" condition,
with no disclosures and with no warranties, and Seller shall have no
obligations whatsoever to furnish any Transfer Disclosure Statement pursuant
to Civil Code Section 1102.2(d).  Buyer fully and finally waives all
protections furnished Buyer and releases Seller from any responsibility to
perform or comply with an of the provisions of California Civil Code Sections
1102 through 1102.15 and 2079.7, Public Resources Code Sections 2621.9, 2694
and 4136, Government Code Sections 8893 through 8897.5 and 51183.5.

     7.     TITLE.

     7.1    Condition of Title.  At the Closing, Seller shall convey fee
simple title to the Real Property to Buyer by grant deed, subject only to the
applicable Permitted Title Exceptions.

     7.2    Title Review and Title Policy.  Within fifteen (15) business days
following the Effective Date, Buyer shall obtain a current preliminary title
report on the Real Property (the "Preliminary Report") from the Title Company,
together with full and legible copies of all supporting documents, and shall
furnish copies to Seller. Buyer may also order at Buyer's cost a survey of the
Property from a licensed surveyor sufficient to obtain an ALTA title insurance
policy (the "Survey"), provided that no extension of the Inspection Period
will be made to accommodate any delays in completion of the Survey.  During
the Inspection Period, Buyer may approve or disapprove of any exceptions to
title to the Property shown therein.  If Buyer does not approve the exceptions
shown on the Preliminary Report, Buyer's sole right shall be to terminate this
Agreement in accordance with Section 4.1(d), in which event neither party
shall have further liability to the other, except for claims against Buyer
pursuant to Section 6, and Buyer shall have no claim against the Property.
During the Inspection Period, Seller and Buyer shall agree to all provisions

                                    - 26 -
of each easement to be granted to Buyer or the Water Company or reserved by
Seller or the Water Company which are conditions of title to the portion of
the Property being transferred, and if Buyer and Seller cannot agree on such
easement provisions, Buyer's sole right shall be to terminate this Agreement
as provided in Section 4.1(d).  The provisions of such easements to be agreed
upon shall include any limitations on the permitted uses and obligations to
maintain or repair improvements within the easement areas and the sharing of
the costs thereof.  At the Closing the Title Company shall issue the
applicable Title Policy.

     8.     ESCROW; COSTS AND PRORATIONS; POSSESSION.

     8.1    Escrow.  To accomplish the purchase of the Property, the parties
shall establish an escrow (the "Escrow") with the Escrow Holder for the
Closing.  Each party shall execute such instructions to the Escrow Holder as
are consistent with this Agreement and deliver such instructions on or prior
to the Closing. Seller and Buyer shall make the deliveries into Escrow as set
forth in Sections 8.2 and 8.3 below.

     8.2    Seller's Deposit into Escrow.  Seller shall deposit the following
documents with Escrow Holder prior to the Closing Date:

            (a)     a good and sufficient grant deed, in a form acceptable to
Buyer, properly executed and acknowledged by Seller in favor of Buyer, the
delivery and recordation of which shall vest in Buyer fee title in and to the
Real Property, subject only to the applicable Permitted Title Exceptions;

            (b)     an assignment of the Marks, in the form of Exhibit E
attached hereto, duly and validly executed by Seller in favor of Buyer;

            (c)     an assignment of the Grape Sales Contracts, in the form of
Exhibit F attached hereto (the "Assignment of Contracts'), duly and validly
executed by Seller in favor of Buyer, together with originals or complete and
correct copies of all of the Grape Sales Contracts;

            (d)     a certificate (the "FIRPTA Affidavit"), duly and validly
executed by Seller in favor of Buyer, certified that Seller is not a "foreign
person," as the term is defined in Section 1445 of the Internal Revenue Code
of 1986, as amended;

            (e)     a certificate (the "Withholding Certificate") duly and
validly executed by Seller in favor of Buyer as required under California
Revenue and Taxation Code Sections 18805 and 26131;

            (f)     such proof of Seller's authority and authorization to
enter into this Agreement and the transactions contemplated hereby, and such
proof of the power and authority of the individual(s) executing and/or
delivering any instruments, documents or certificates on behalf of Seller to
act for and bind Seller as may be reasonably required by the Title Company;

            (g)     the share certificates held by the Seller in the Water
Company on the Real Property, for delivery to and cancellation by the Water
Company after closing of escrow, in accordance with Article XI of the Bylaws,
to enable the Water Company to issue the new share certificates to the Buyer
for the Real Property;

            (h)     an assignment of the personal property owned by Seller and

                                    - 27 -
located on the Real Property, in the form of Exhibit G attached hereto, duly
and executed by Seller in favor of Buyer;

            (i)     affidavits and such other certificates as the Title
Company shall reasonably or customarily require.

     8.3    Buyer's Deposits into Escrow.  Buyer shall deposit with Escrow
Holder prior to the Closing Date the Purchase Price in accordance with Section
3 above and any additional funds necessary to cover Buyer's share of fees,
costs, premiums and prorations.

     8.4    Close of Escrow.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, but subject to the satisfaction of all conditions precedent, the
Escrow for the Closing shall close and fee title to the applicable portion of
the Property shall be transferred to Buyer within sixty (60) following the
removal of contingencies by Buyer under Section 4.1 (the "Final Closing
Date"), unless modified in writing by both parties.

     8.5    Costs and Prorations.  The following costs and expenses shall be
borne or prorated at Closing:

            (a)     property taxes shall be prorated based on the most current
real property tax bill available, including any property taxes which may be
assessed after the Closing Date pertaining to the period prior to transfer of
title to Buyer, regardless of when notice thereof is delivered or who receives
such notice.  Buyer shall pay any supplemental property taxes assessed on
transfer of the Property;

            (b)     any bond or assessment that is a lien (determined as of
the Closing Date) shall be paid by Seller at Closing;

            (c)     all title insurance costs and premiums charged in
connection with the issuance of the Title Policy shall be paid by Seller,
except that incremental costs incurred to obtain an ALTA title insurance
policy shall be paid by Buyer as provided in Section 7.2;

            (d)     all City and County documentary transfer taxes or similar
property transfer taxes shall be paid by Seller;

            (e)     Escrow fees shall be shared equally between Seller and
Buyer;

            (f)     Seller and Buyer shall each pay their own legal fees and
expenses incurred in connection with the transaction contemplated herein;

            (g)     any assessments or charges of the Water Company shall be
prorated as set forth in Section 5.5;

            (h)     all other costs and expenses, if any, shall be allocated
between Seller and Buyer in accordance with customary practice in the county
where the Property is located.

     8.6    Possession.  Seller shall deliver possession of the Property to
Buyer at Closing, free from all tenants or other occupants or rights of others
in and to the Property, subject only to the Permitted Title Exceptions.

     9.     PARTIES' RIGHTS AND OBLIGATIONS PRIOR TO CLOSING.

                                    - 28 -
     9.1    Seller's Rights and Obligations.  As long as this Agreement
remains in force, Seller covenants and agrees as follows:

            (a)     Liens and Other Agreements.  Except as otherwise provided
in this Agreement, Seller shall not cause any liens, encumbrances or easements
on the Property other than the Permitted Title Exceptions or those which will
be removed prior to Closing.  Except as otherwise provided in this Agreement,
Seller shall not enter into any agreement regarding the sale, rental,
management, repair, improvement or any other matter affecting all or any
portion of the Property or amend or modify any such existing agreement if the
same would be binding on Buyer or the Property after the Closing Date without
the prior written consent of Buyer, which consent shall not be unreasonably
withheld by Buyer.

            (b)     Waste.  Seller shall not voluntarily waste or diminish the
value of the Property for any reason, except that caused by normal wear and
tear.

            (c)     Insurance.  Seller shall maintain its existing insurance
policies or equivalent coverage, continuously in force through the date of
Closing.

            (d)     Operation of Property.  At all times prior to the relevant
Closing but except in the event of a Casualty (as defined below) (which will
be governed by Section 17 below), Seller shall operate and manage the Property
in the manner in which Seller has customarily operated and managed the
Property, shall maintain present services, shall maintain the improvements on
the Real Property in good repair and working order, shall keep on hand
sufficient materials, supplies, equipment and other personal property for the
efficient operation and management of the Property, and shall perform when due
all of seller's obligations under the Grape Sales Contracts, and otherwise in
accordance with applicable laws, ordinances, rules and regulations affecting
the Property.  Without limiting the foregoing, Seller shall perform its
obligations under Section 2.2.

            (e)     "AS IS" Condition of Property.  EXCEPT FOR SELLER'S
LIMITED REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, SELLER
SHALL DELIVER THE PROPERTY TO BUYER IN "AS IS" CONDITION AT CLOSING.  THE REAL
PROPERTY MAY OR MAY NOT BE FREE OF ANY AND ALL HAZARDOUS SUBSTANCES, AS
DEFINED BELOW, AND, EXCEPT FOR SELLER'S LIMITED REPRESENTATIONS AND WARRANTIES
SET FORTH IN THIS AGREEMENT, IT SHALL BE BUYER'S OBLIGATION TO SATISFY ITSELF
AS TO THAT MATTER.  AFTER CLOSE OF ESCROW, BUYER SHALL HAVE NO RIGHT, CLAIM OR
SUIT OF ANY NATURE WHATSOEVER SHOULD HAZARDOUS SUBSTANCES EXIST ON THE
PROPERTY.  IN ALL MANNER, AND TO THE MOST LIBERAL INTERPRETATION OF THE LAW,
BUYER AS A SOPHISTICATED AND KNOWLEDGEABLE GROWER OF WINE GRAPES AND PURCHASER
OF AGRICULTURAL LAND, IS RELYING ON ITS OWN DUE DILIGENCE WHEN ACQUIRING THE
PROPERTY AND IS SO ACQUIRING THE PROPERTY "AS IS", WITH NO WARRANTIES
WHATSOEVER BY SELLER, EITHER EXPRESS OR IMPLIED, CONCERNING THE CONDITIONS OF
THE PROPERTY OR THE IMPROVEMENTS THEREON, EXCEPT FOR SELLER'S LIMITED
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.

     _________________                  ________________
     Seller's Initials                  Buyer's Initials

     10.    HAZARDOUS TOXIC AND/OR GOVERNMENTAL REGULATED MATERIALS.  During
Buyer's Inspection Period, Buyer may undertake an inspection and investigation
of Hazardous Substances located on, in or about the Real Property at Buyer's

                                    - 29 -
expense.  Upon receipt of an environmental report from Buyer's engineering
firm showing the presence of Hazardous Substances in, on or about the Real
Property, Buyer shall promptly notify Seller thereof and provide Seller with a
copy of such report.  If Buyer is dissatisfied for any reason, and in its sole
discretion, with the results of the foregoing inspection and investigation,
then Buyer may terminate this Agreement as provided in Section 4.1(a) and (e).
To the best of Seller's knowledge, except for normal supplies of fuel and
agricultural chemicals, there are no Hazardous Substances on the Real
Property.

     Hazardous Substances, as defined and used in this Agreement, include,
without limitation:

            (i)     those substances included within the definitions of
"hazardous substance," "hazardous waste," "hazardous material," "toxic
substances," "solid waste," or "pollutant or contaminant" in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended;
the Resource Conservation and Recovery Act of 1976, as amended; the Clean
Water Act also known as the Federal Water Pollution Control Act, as amended;
the Toxic Substances Control Act, as amended; the Hazardous Materials
Transportation Act, as amended, or under any other environmental ordinance,
regulation or law, all as may be amended;

            (ii)    those substances listed in the United States Department of
Transportation Table, or by the Environmental Protection Agency, or any
successor agency, as hazardous substances;

            (iii)   other substances, materials, and wastes which are or may
become regulated or classified as hazardous or toxic under federal, state, or
local laws or regulations; and

            (iv)    any material, waste, or substance which is (1) a petroleum
or refined petroleum product, (2) asbestos, (3) polychlorinated biphenyl, (4)
designated as a hazardous substance pursuant to 33 USCS Section 1321 or listed
pursuant to 33 USCS Section 1317, (5) a flammable explosive, or (6) a
radioactive material.

     11.    LIMITED REPRESENTATIONS AND WARRANTIES.

     11.1   Seller's Representations.  Notwithstanding any other provision
contained herein, Seller hereby represents and warrants  to Buyer as of the
Effective Date and as of the Closing the following matters set forth in this
Section 11.1. Such representations and warranties shall survive the Closing.

            (a)     No Litigation.  To the best of Seller's knowledge, there
is no litigation threatened or pending respecting the ownership, possession,
condition, use or operation of the Property.

            (b)     No Service Contracts or Licenses.  Except for utilities
service contracts, the Water Company rights and obligations discussed in
Section 5, Permitted Title Exceptions, and Grape Sales Contracts, there are no
material (i) equipment leases, maintenance agreements, service contracts, or
management contracts for the Property, nor, (ii) agreements whereby any person
or entity holds any right, license, or privilege to possess or use the
Property.

            (c)     Execution; No Breach of Other Agreements.  The execution,

                                    - 30 -
delivery and performance of this Agreement will not conflict with, or result
in a breach of any  contract or agreement to which Seller is a party.

            (d)     Corporate Authority.  Seller is a corporation duly
incorporated and organized and validly existing and in good standing under the
laws of the State of California.  Seller has full power and authority to enter
into this Agreement and to perform this Agreement.  The execution, delivery
and performance of this Agreement by Seller have been duly and validly
authorized by all necessary action on the part of Seller and all required
consents and approvals have been duly obtained.

            (e)     Foreign Person.  Seller is not a "foreign person" as
defined in section 1445 of the Internal Revenue Code of 1986, as amended, and
the Income Tax Regulations thereunder.

            (f)     California Withholding.  No California withholding of tax
or reporting pursuant to California Revenue and Taxation Code Sections 18805,
18815 and 26131 will be required with respect to the sale of the Property by
Seller.

            (g)     Marks.  Seller has applied for a federal registration of
the Marks and has full right and power to sell and assign to Buyer such rights
as it has with respect to the Marks and their registration, subject to the
non-exclusive rights to use the Marks granted pursuant to those certain Grape
Sales Contracts specifically identified on Exhibit C hereto.  Seller has not
received notice that Seller is infringing or is alleged to be infringing any
proprietary right of any person.  Seller does not have knowledge of any third-
party infringement, of the use of the Marks.  Seller has received no notice
from any person challenging or questioning the right of the Seller to use the
Marks.

            (h)     Grape Sales Contracts.  With respect to the Grape Sales
Contracts listed on Exhibit C:  (i) the Grape Sales Contracts represent the
entire agreement between Seller and each vendee thereunder; (ii) Seller has
not sent or received any written notice and Seller is not otherwise aware of
any claim or assertion that any of the Grape Sales Contracts are not in full
force and effect and Seller has not sent or received any written notice of any
default thereunder; and (iii) a true and complete copy of each of the Grape
Sales Contracts, as amended, has, prior to the Effective Date, been delivered
to Buyer.

     11.2   No Representations Regarding Hazardous Substances.  Except as
contained in Section 10, Seller expressly makes no representation or other
undertaking that the Property or any portion thereof is without Hazardous
Substances.

     11.3   Notification of Facts or Events Concerning Seller's
Representations.  With respect to the foregoing representations, in the event
Seller learns of or becomes aware of any facts or events which would make the
foregoing representations untrue prior to the Closing, Seller shall notify
Buyer in writing of such facts or events within five (5) days of Seller
learning or becoming aware of such facts or events.  If Buyer reasonably
concludes that such facts or events materially affect the Property, Buyer
shall, upon written notice to Seller within five (5) days from receipt of
Seller's notice, be entitled to terminate this Agreement, cancel the Escrow
and have its Deposit and Increased Deposit returned immediately by Escrow
Holder.  Upon such notification, neither party shall thereafter have any

                                    - 31 -
rights or responsibilities to the other except as otherwise provided by this
Agreement and except as set forth in Section 6 hereof.

     11.4   Buyer's Representations.  Notwithstanding any other provision
contained herein, Buyer hereby represents and warrants to Seller as of the
Effective Date and as of the Closing the following matters set forth in this
Section 11.4.  Such representations and warranties shall survive the Closing.

            (a)     Corporate Authority.  Buyer is a limited liability company
duly incorporated and organized and validly existing and in good standing
under the laws of the State of Washington.  Buyer has full power and authority
to enter into this Agreement and to perform this Agreement.  The execution,
delivery and performance of this Agreement by Buyer have been duly and validly
authorized by all necessary action on the part of Buyer and all required
consents and approvals have been duly obtained.

            (b)     Execution; No Breach of Other Agreements.  The execution,
delivery and performance of this Agreement will not conflict with, or result
in a breach of any contract or agreement to which Buyer is a party.

            (c)     Financing.  Buyer and/or its affiliated companies have the
financial resources to pay the Purchase Price, in cash, at the Closing.  The
availability of funds is not dependent on any uncompleted equity or debt
financing.

     11.5   Authority to Sign.  The parties hereby represent that the persons
executing this Agreement on their behalf are authorized to do so and upon
their execution of this Agreement, this Agreement shall be valid and binding
upon and enforceable against Buyer or Seller, as the case may be.

     12.    NO BROKERS OR COMMISSIONS.  The parties acknowledge that Richard
Ryan Kelley represented the Seller and WRK Commercial Real Estate Inc.
exclusively represented the Buyer.  To the extent these brokers or any other
brokers or salespersons have been involved, the party who engaged the brokers
or salespeople shall hold the other party free and harmless from any demand or
liability for payment of commissions or fees.

     13.    ATTORNEYS' FEES.  If either party initiates arbitration
proceedings or commences an action against the other to enforce any of the
terms hereof or because of the breach by either party of any of the terms or
conditions hereof, the prevailing party in such arbitration proceedings or
action shall be entitled to recover its reasonable attorneys' fees and costs
and expenses incurred in connection with the prosecution or defense of such
action, including any appeal thereof, and any post judgment collection costs,
in addition to all other relief.

     14.    ASSIGNMENT.  This Agreement may not be assigned by Buyer without
the prior written consent of Seller, except Buyer may assign the Agreement to
any business entity in which Buyer has an ownership interest of 25% or more or
to any business entity which has an ownership interest of 25% or more in
Buyer.

     15.    NOTICES.  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be either delivered by messenger or
overnight mail service with a delivery receipt or sent by registered or
certified mail, postage prepaid, return-receipt requested.  Such notices shall
be deemed received or delivered on the date shown on the receipt, on the date

                                    - 32 -
such notice was returned as undeliverable or on the date delivery was refused.
Any notices shall be addressed as hereafter set forth or to such address as
either party shall subsequently give by notice to the other party:

To Seller:     Juliana Vineyards
               c/o Reunion Industries
               Mr. Richard Evans
               62 Southfield Avenue
               Stanford, CT  06902

With Copy To:  Tucker Catlin
               Juliana Vineyards
               2424 Barnett Road
               St. Helena, CA  94574

To Buyer:      Triad Napa LLC
               c/o Triad Development Inc.
               601 Valley Street, suite 309
               Seattle, WA 98109

     Any notice or other communication under this Agreement may be given on
behalf of a party by the attorney for such party.

     16.    MISCELLANEOUS PROVISIONS.

     16.1   Entire Agreement.  This Agreement contains the entire agreement of
the parties; any previous understandings of the parties regarding the subject
matter hereof are expressly declared null and void and are superseded hereby.

     16.2   Severability.  If any term or provision of this Agreement shall,
to any extent, be held invalid or unenforceable, the remainder of this
Agreement shall not be affected thereby.

     16.3   Waivers.  No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any other covenant or provision
herein contained, and no waiver shall be valid unless in writing and executed
by the waiving party.  No extension of time for performance of any obligation
or act shall be deemed an extension of time for performance of any other
obligation or act.

     16.4   Construction.  Headings at the beginning of each section and
subsection are solely for the convenience of the parties and are not a part of
and shall not be used to interpret this Agreement, the singular form shall
include plural and the masculine shall include the feminine and vice versa.
This Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties have prepared the same. Unless
otherwise indicated, all references to Sections are to this Agreement.  All
exhibits referred to in this Agreement are attached hereto and incorporated
herein by this reference.  The parties acknowledge and agree that certain
terms defined in this Agreement may have different or multiple meanings
depending upon the circumstances and context.  Therefore, the parties agree
that all terms defined in this Agreement shall be interpreted as appropriate
in the particular circumstances and context.

     16.5   Modification.  This Agreement may not be modified, amended or
terminated except pursuant to a written instrument duly executed and
acknowledged by the parties hereto.

                                    - 33 -
     16.6   No Third Party Beneficiaries.  This Agreement is made and entered
into for the sole benefit of the parties hereto, their successors and assigns
and such parties do not intend to create any rights or benefits for any person
who is not a party to this Agreement.

     16.7   Further Assurance.  The parties agree to execute any further
documents, and take any further actions, as may be reasonable and appropriate
in order to carry out the purpose and intent of this Agreement.  The foregoing
shall include, without limitation, Seller, in its capacity as a shareholder of
the Water Company, using reasonable efforts to cause the Water Company to
execute any such documents and to take any such actions.

     16.8   Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute but one and the same instrument.  The execution of
this Agreement shall be deemed to have occurred, and this Agreement shall be
enforceable and effective, only upon the complete execution of this Agreement
by Seller and Buyer.

     16.9   Time of the Essence.  Time is of the essence of each and every
condition herein, and of each term and provision herein.

     16.10  Governing Law.  This Agreement shall be governed and construed in
accordance with California law.

     16.11  Dates.  If the day for performance under any time period specified
in this Agreement shall fall on a Saturday, Sunday or holiday observed by the
federal government or the State of California, then the time for performance
under such time period shall automatically be extended to the next business
day; provided, however, that the term "days" as used to compute time periods
in this Agreement shall not be construed to mean "business days."

     16.12  Confidentiality.  Seller and Buyer each agree to maintain the
terms of this Agreement confidential and not to disclose the same to any third
party, except that each may disclose the terms of this Agreement ((i)to their
respective auditors, prospective investors, legal advisors, prospective
lenders, investment bankers (provided such parties agree to maintain the terms
of this Agreement confidential), (ii) in connection with any arbitration,
mediation or other legal proceeding, to the extent relevant to such
proceeding, (iii) in connection with any administrative or regulatory approval
or filing process related to the conduct of its business, (iv) as may be
required by law and (v) as otherwise may be reasonably necessary to effectuate
the consummation of the sale and purchase of the Property.  Moreover, the
following shall not be deemed confidential for the purposes of this Agreement:
(1) information that is or becomes generally available to the public other
than as a result of a disclosure by either party in violation of this
Agreement (2) information that was already known by either party on a non-
confidential basis prior to this Agreement; (3) information that becomes
available to either party on a non-confidential basis from a source other than
the other party if such source was not subject to any prohibition against
disclosing the information to such party; and (4) information a party is
required by law or court order to disclose.  Nothing in this Agreement shall
prevent Seller from giving any notifications of the sale of vineyards to third
parties required to be given pursuant to contracts entered into between such
third parties and Seller.  Reunion Industries Inc. may issue a press release
regarding this transaction; provided, however, that Buyer shall have the right
to review and comment on the contents of such press release.

                                    - 34 -
     16.13  Binding on Successors-In-Interest.  Except as expressly provided
herein to the contrary, this Agreement shall be binding on, and inure to the
benefit of, the parties' successors-in-interest.

     16.14  Survival.  The representations, warranties and covenants set forth
in this Agreement shall survive each Closing and the consummation of the
transactions contemplated in this Agreement.

     17.    CASUALTY OR EMINENT DOMAIN.  If, before the Closing, there occurs
any damage by fire, earthquake, disease, infestation or other casualty
("Casualty") or any proceedings are commenced for the taking by exercise of
the power of eminent domain a ("Taking" in either event) of all or a material
part of the Property which, as reasonably determined by Buyer, would render
the Property unacceptable to Buyer or unsuitable for Buyer's intended use,
Buyer shall have the right, by giving notice to Seller within thirty (30) days
after Seller gives notice of any Casualty or the commencement of any Taking to
terminate this Agreement, in which event this Agreement shall terminate, and
the Deposit and the Increased Deposit shall be immediately returned to Buyer
by Escrow Holder.  If, before the Closing, any Casualty occurs or any
proceedings are commenced for a Taking of less than such a material part of
the Property, or if Buyer has the right to terminate this Agreement pursuant
to the preceding sentence but Buyer does not exercise such right, then this
Agreement shall remain in full force and effect and, on the Closing, insurance
proceeds or condemnation award (or, if not theretofore received, the right to
receive such award) payable on account of a Casualty or Taking shall be
transferred to Buyer.  Seller shall give notice to Buyer immediately after the
occurrence of a Casualty or Seller's receiving notice of the commencement of
any proceedings for Taking by exercise of the power of eminent domain of all
or any part of the Property.  Buyer shall have a period of thirty (30) days
(or such shorter period as Buyer may elect by giving notice to Seller) after
Seller has given the notice to Buyer required by this Section 17 to evaluate
the extent of the Casualty or Taking and make the determination as to whether
to terminate this Agreement.  If necessary, the Closing shall be postponed
until Seller has given the notice to Buyer required by this Section 17 and the
period of thirty (30) days described in this Section 17 has expired.

     18.    ARBITRATION OF DISPUTES.    All disputes, claims and causes of
action to interpret or enforce the provisions or to recover damages or other
relief for breach of this Agreement shall be resolved by binding arbitration
conducted pursuant to the Commercial Arbitration Rules and all applicable
procedures of the American Arbitration Association ("AAA") then in effect with
a single arbitrator who is a retired Federal or California State Court judge.
The arbitrator shall be selected by mutual agreement of the parties, or if
they are unable to reach agreement on the arbitrator within fifteen (15) days
after written notice by one party to the other invoking this arbitration
provision, in accordance with AAA procedures from a list of retired Federal or
California State Court judges provided by the AAA, which shall not be limited
to individuals who have exclusive arrangements with the AAA.  The arbitration
shall be conducted in Napa County, California, and all expedited procedures of
the AAA, whether in its Commercial Arbitration Rules, Rules for Large Cases,
or otherwise, shall be permitted.  The arbitrator shall have the same powers
as a Superior Court Judge to order in the award all injunctive, declaratory or
other relief or remedies which could be entered in an action filed in the Napa
County Superior Court upon the same causes of action, and the arbitrator may
retain continuing jurisdiction when appropriate to make further determinations
or to enforce the award; provided, however, with respect to Seller's remedies
for Buyer's breach of this Agreement with respect to the purchase and sale of

                                    - 35 -
the Property or any portion thereof, the arbitrator shall be limited to
awarding damages to Seller in accordance with Section 3.3 of this Agreement.
All arbitration proceedings shall be completed within ninety (90) days after
the written notice initiating the arbitration has been filed with the AAA.  If
the AAA ceases to exist or its arbitration services become unavailable within
50 miles of the City of Napa, a comparable arbitration service and its
procedural rules shall be utilized.

     The provisions of Title 9 of Part 3 of the California Code of Civil
Procedure, including Section 1283.05 thereof permitting expanded discovery
proceedings, shall be applicable to all disputes or controversies which are
arbitrated pursuant to this Agreement; provided, however, all discovery may
proceed on ten (10) business days' notice.  This agreement to arbitrate shall
be specifically enforceable under the prevailing arbitration law.  The
arbitrator shall provide sufficient time for each party to reasonably complete
its discovery.

     The demand for arbitration shall be made within a reasonable time after
the claim, dispute or other matter in question has arisen.  In no event shall
the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations.  All notices,
including notices under California Code of Civil Procedure Section 1290.4
shall be given in writing to the parties as provided in Section 15.

     The decision of the arbitrator so reached shall be binding and conclusive
upon all of the parties to this Agreement (whether they participated in said
arbitration or not after receipt of proper notice) and judgment in accordance
therewith may be entered by any court having jurisdiction thereof.  The costs
of any arbitration (to include reasonable counsel fees, and expert witness
fees, as both are determined by the arbitrator) shall be borne exclusively by
the non-prevailing party or parties unless the arbitrator for good cause
determines otherwise in his or her order.  The decision of the arbitrator may
be appealed on all grounds specifically in the statutes governing arbitration
and, in addition, upon any alleged mistake of law.

     NOTICE:  BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL.  BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION.  IF YOU REFUSE TO SUBMIT
TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

     WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
TO NEUTRAL ARBITRATION.

______                           _______
SELLER                           BUYER

Signatures appear on the following page.

                                    - 36 -
WHEREFORE, the parties have executed this Agreement on the dates written
below.

SELLER:

JULIANA VINEYARDS, a California Corporation                  Date:

By:

Richard L. Evans, Executive Vice President

BUYER:

TRIAD NAPA LLC, a Washington Limited Liability Company       Date:

By:

Frederick W. Grimm

                                    - 37 -
                                  EXHIBIT A

     "Property" means the real property located in Napa County, California,
consisting of the entire Parcels 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15A,
16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 34A, 35, 36A, 40,
41 and 43 (APNs _______________________), including all improvements located
thereon and easements, rights-of-way,  licenses, appurtenances and other
rights of Seller belonging to or serving said parcels, but subject to all
existing reservoirs, improvements and easements of the Water Company, all
other existing easements of record, any non-exclusive water pipelines,
utilities and roadway easements  to be reserved by Seller as shown on Exhibit
"A", the Lease by Madrone Knolls Vineyard Company (the "Madrone Lease") of a
portion of Parcel 14, and all existing grape sales contracts. The Parcels
shown on Exhibit "A" are more specifically described as the parcels with the
same numbers on the map recorded as 21 Parcel Maps 1/45, Napa County Official
Records.

                                    - 38 -
             FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT   EXHIBIT 10.27

     Juliana Vineyards, a California corporation (hereafter "Seller") and
Triad Napa LLC (hereafter "Buyer") agree that the REAL ESTATE PURCHASE
AGREEMENT effective May 5, 2000 executed by them (hereinafter "Agreement") is
amended as follows:

     1.     The definition "Farming Costs " in Section 1 of the Agreement is
deleted in its entirety.

     2.     The definition "Property" in Section 1 of the Agreement is amended
to insert a comma at the end of the sentence and to add "but excludes all
rights to the entire grape crop produced on the Property for the 2000 crop
season, together with all proceeds from sales of such grapes under the
existing Grape Sales Contracts, all of which are retained by Seller."

     3.     Section 2.2 of the Agreement is deleted in its entirety.

     4.     Section 3.1 of the Agreement is amended in its entirety to read as
follows:  "The purchase price (the "Purchase Price") for the Property shall be
Seventeen Million Six Hundred Thousand Dollars ($17,600,000).

     5.     Section 3.2(a) of the Agreement is amended in its entirety to read
as follows:

     "Buyer has deposited One Hundred Thousand Dollars ($100,000) into Escrow.
Buyer shall deposit Three Hundred Fifty Thousand Dollars ($350,000) into
Escrow concurrently with the signing of this Amendment, for a total deposit of
Four Hundred Fifty Thousand Dollars ($450,000), which is hereafter  referred
to as the "Deposit". The Deposit shall be applied to the Purchase Price at
Closing.

     6.     Section 8.4 of the Agreement is amended to provide that the Final
Closing Date shall be ten (10) days following the date on which Seller gives
written notice to Buyer that the 2000 harvest is 100% completed.

     7.     Section 9.1(d) of the Agreement is amended to delete the entire
last sentence.

     Except as specifically modified by this Amendment, all other terms and
provisions of the Agreement remain fully enforceable.

                                    - 39 -
     This Amendment shall become effective upon Seller receiving written
notice from Escrow Holder that Buyer has paid the full $450,000.00 Deposit
into Escrow.  This Amendment shall fully and finally terminate if Buyer fails
to pay the full $450,000.00 Deposit into Escrow on or before 5:00 p.m. PDT on
September 1, 2000.

DATED: August        , 2000
SELLER:
JULIANA VINEYARDS
A California Corporation,

By: __________________________________________
    Richard L. Evans, Executive Vice-President

DATED: August , 2000
BUYER:
TRIAD NAPA LLC, A Washington
Limited Liability Company

By: ____________________________________
    Frederick W. Grimm

                                    - 40 -
                                                                 EXHIBIT 99.1
                                PRESS RELEASE
                           REUNION INDUSTRIES, INC.

             REUNION INDUSTRIES ANNOUNCES COMPLETION OF SALE OF
                CALIFORNIA WINE GRAPE AGRICULTURAL OPERATIONS

FOR INFORMATION CONTACT:                               FOR IMMEDIATE RELEASE
John M. Froehlich
Chief Financial Officer
412-281-2111

     Pittsburgh, Pennsylvania - November 2, 2000 - Reunion Industries, Inc.
(Amex-RUN) announced today that, on October 27, it completed the previously
announced sale of substantially all of its wine grape agricultural operations
and real estate in Napa County, California to The Vineyards at Juliana LLC, a
Seattle, Washington based company.  Reunion used the net proceeds for general
corporate purposes, including repayment of approximately $16 million of debt.

     "The completion of this sale is another step in the Company's continuing
commitment to debt reduction.  As a result of this sale, the previous sale of
Data Packaging Limited in August and scheduled monthly repayments from
operating cash flows, Reunion has reduced its debt by approximately $30
million since the merger in March.  We are dedicated to strengthening our
balance sheet and creating shareholder value" said Kimball Bradley, Reunion's
President and Chief Operating Officer.

     This press release contains forward-looking statements as defined by
Section 21E of the Securities Act of 1934, as amended, concerning the
Company's expectations about the future use of proceeds, operations and debt
balances, which are dependent on future events, including events beyond the
control of the Company.  Additional information on potential factors and risks
that could affect the company's future operations are contained in the
Company's reports and filings with the Securities and Exchange Commission.

     Reunion's Metals Group, through its five manufacturing divisions,
manufactures and markets a broad range of metal fabricated and machined
industrial parts and products, including seamless steel pressure vessels,
fluid power cylinders, industrial cranes, leaf springs and storage racks.  The
Plastics Group manufactures high volume, precision plastics products and
thermoset compounds and provides engineered plastics services.

                                    - 41 -