ASSET PURCHASE AGREEMENT



        This Asset Purchase Agreement (the "Agreement") is made and entered into

as of December 31, 2001, by and between Pliant Corporation, a Utah corporation

("Parent"), Pliant Investment, Inc., a Utah corporation and wholly owned

subsidiary of Parent ("Buyer"), on the one hand, and Decora Industries, Inc., a

Delaware corporation, and its operating subsidiary, Decora, Incorporated, a

Delaware corporation (collectively, "Seller"), on the other hand.



                                    RECITALS



A.      Seller is generally engaged in the sourcing and distribution of

        decorative consumer self-adhesive products through retail customers (the

        "Business").



B.      Seller wishes to sell to Buyer certain of the assets it uses in

        connection with the Business at the price and on the other terms and

        conditions specified in detail below and Buyer wishes to so purchase and

        acquire such assets from Seller.



C.      Parent will effect the acquistion of such assets from Seller through

        Buyer.



D.      The parties hereto recognize that the Seller has filed petitions

        commencing bankruptcy cases (collectively, the "Case") under Chapter 11

        of the United States Bankruptcy Code with the United States Bankruptcy

        Court for the District of Delaware (the "Bankruptcy Court") on December

        5, 2000 (the "Petition Date").



        NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:



                                   ARTICLE I.

                               TRANSFER OF ASSETS



Section 1.1 Purchase and Sale of Assets. On the Closing Date, in consideration

of the covenants, representations and obligations of Parent and Buyer hereunder,

and subject to the conditions hereinafter set forth, Seller shall sell, assign,

transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all

of Seller's right, title and interest as of the Closing Date in and to the

following assets (but excluding the Excluded Assets, as described in Section

1.2), wherever located (collectively, the "Acquired Assets"):



        (a)    Real Property. Seller's right, title and interest as owner of

        that real property described on Schedule 1.1(a) to this Agreement (the

        "Real Property").



        (b)    Assumed Contracts. Seller's right, title and interest (i) as

        lessee under those real property leases described on Schedule 1.1(b)(i)

        to this Agreement (collectively, the "Real Property Leases") and (ii) as

        lessee under those equipment, personal property and intangible property

        leases, rental agreements, licenses, contracts, agreements and similar

        arrangements and as a party to those other contracts, leases, orders,

        purchase orders, licenses, contracts, agreements and similar

        arrangements described on Schedule 1.1(b)(ii) (collectively with the

        Real Property Leases, the "Assumed Contracts"). The parties acknowledge

        and agree that Buyer shall have the right to amend Schedules 1.1(b)(i)

        and





        1.1(b)(ii) at any time, and from time to time, prior to the Closing and

        thereby exclude any item set forth on such schedules, whereupon such

        item shall not be an Assumed Contract.



        (c)    Improvements. Any improvements located on the Real Property

        occupied by Seller and on the premises occupied by the Seller under the

        Real Property Leases, but in all events only to the extent, if any, of

        Seller's interest in the same (collectively, the "Improvements").



        (d)    Personal Property. All of those items of equipment and tangible

        personal property owned by Seller and described on Schedule 1.1(d)

        attached to this Agreement and any other tangible personal property

        acquired by Seller after the date hereof but prior to the Closing Date

        used or held for use in connection with the Business (collectively, the

        "Personal Property"). As used in this Agreement, the Personal Property

        shall not include the Inventory or the items set forth in Section

        1.2(m).



        (e)    Intangible Property. All intangible personal property owned or

        held by Seller and used or held for use in connection with the Business,

        including all Intellectual Property, but in all cases only to the extent

        of Seller's interest therein and only to the extent transferable,

        together with all books, records and like items pertaining thereto

        (collectively, the "Intangible Property"), including, without

        limitation, the trademark "Con-Tact," the right to use business

        letterhead, business cards, sales and marketing materials, and boxes,

        containers and shippping materials bearing the "Decora" name until the

        current supply of such materials is exhausted, and the items identified

        on Schedule 1.1(e) hereto. As used in this Agreement, Intangible

        Property shall in all events exclude (i) any materials containing

        privileged communications or information about employees, the disclosure

        of which would violate an employee's reasonable expectation of privacy

        and any other materials which are subject to attorney-client, attorney

        work product, or any other privilege, and (ii) Seller's Corporate

        Records.



        (f)    Inventory. All supplies, goods, materials, work in process,

        inventory and stock in trade owned by Seller used or held for use or

        sale in the ordinary course of the Business wherever located

        (collectively, the "Inventory").



        (g)    Receivables. All accounts receivable arising out of the sale of

        Inventory in the ordinary course of the Business and all causes of

        action specifically pertaining to the collection of the foregoing,

        including all outstanding cash related thereto on the Closing Date to

        the extent such amounts are collected after the Closing Date or not

        previously applied against the Seller's debtor-in-possession credit

        facilities (collectively, the "Receivables").



        (h)    Books and Records. All Books and Records of the Seller, other

        than Seller's Corporate Records.



        (i)    Certain Cash. All uncollected lock-box cash not previously

        applied against the DIP Loan Amount prior to the Closing Date to the

        extent such funds become collected after the Closing Date



        (j)    Permits. All Permits of Seller.





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        (k)    Product Rights. All rights of the Seller in and to product sold

        on or before the Closing Date (including products returned after the

        Closing Date and rights of rescission, replevin and reclamation).



        (l)    Prepaid Items. All credits, prepaid expenses, deferred charges,

        advance payments, security deposits, and prepaid items related to the

        Business.



        (m)    Seller Claims. Any claims of Seller or its affiliates against

        Buyer or its affiliates relating to goods or services provided by Buyer

        or its affiliates to Seller or its affiliates.



        (n)    Goodwill. All goodwill generated by or associated with the

        Business.





Section 1.2 Excluded Assets. Notwithstanding anything to the contrary contained

in Section 1.1 or elsewhere in this Agreement, the Acquired Assets shall not

include, and such items shall not be part of the sale and purchase and shall

remain the property of Seller after the Closing Date (the "Excluded Assets"):



        (a)    those items excluded pursuant to the provisions of Section 1.1

        above;



        (b)    any cash, cash equivalents or cash collateralizing letters of

        credit or bank or other financial accounts of any Seller except as

        provided in Sections 1.1(g) and 1.1(i) above;



        (c)    Inventory transferred, used or sold by Seller in the ordinary

        course of the Business prior to the Closing Date;



        (d)    any lease, rental agreement, contract, agreement, license or

        similar arrangement ("Contracts") not described on Schedule 1.1(b) and

        all rights and causes of action relating thereto;



        (e)    any right, property or asset listed on Schedule 1.2 hereto;



        (f)    all preference and avoidance claims and other causes of action of

        the Seller against persons other than parties to this Agreement,

        including, without limitation, any such claims and actions arising under

        Sections 544, 547, 548, 549, or 550 of the United States Bankruptcy

        Code;



        (g)    the Sellers' rights under this Agreement and all cash and

        non-cash consideration payable or deliverable to the Seller pursuant to

        the terms and provisions hereof;



        (h)    insurance proceeds, rights, claims, credits and causes of action

        with respect to or arising in connection with any Excluded Asset or any

        Excluded Liability, and all guarantees, warranties, indemnities, and

        similar rights in favor of Seller in respect of any Excluded Asset or

        Excluded Liability;



        (i)    any tax attribute of any Seller, including any right to any tax

        refund or net operating loss;





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        (j)    Seller's capital stock, minute books, stock records, and

        corporate documents relating to Seller's existence ("Corporate

        Records");



        (k)    professional retainers paid by any Seller;



        (l)    all rights in connection with and assets of the Employee Plans;

        and



        (m)    (i) all empty ink, solvent, or chemical drums and containers in

        excess of 25 such drums or containers, and (ii) all drums and containers

        containing waste or spent inks, solvents or chemicals, located on the

        Real Property.



Section 1.3 Instruments of Transfer. The sale, assignment, transfer, conveyance

and delivery of the Acquired Assets to Buyer and the assumption of liabilities

provided herein by Buyer shall be made by appropriately executed assignments,

deeds, bills of sale, and other instruments of assignment, transfer and

conveyance provided for in Section 3 below and such other instruments as may

reasonably be requested by Buyer or Seller to demonstrate satisfaction of the

conditions and compliance with the covenants set forth in this Agreement. None

of the foregoing documents shall increase in any material way the obligations

imposed by this Agreement upon Seller or Buyer.



                                  ARTICLE II.

                                  CONSIDERATION



Section 2.1 Purchase Price and Acceptance of Consideration. Upon the terms and

subject to the conditions of this Agreement, the Buyer shall assume the Assumed

Liabilities and pay to the Seller in immediately available funds the sum of (a)

all amounts outstanding under the Seller's debtor-in-possession credit

facilities, as of the Closing Date, as identified on Schedule 2.1 (the "DIP Loan

Amount") (in the amount, as of October 31, 2001, of $15,690,685.87), and (b) the

Postpetition Expense Payment (such assumption and payments, collectively, the

"Purchase Price") at Closing. The Seller accepts, and hereby agrees that, the

payment of the Purchase Price as provided for in this Article II constitutes

payment in full and is the sole consideration for the sale, transfer,

conveyance, assignment and delivery of the Acquired Assets to the Buyer by the

Seller and for all of the other agreements of the Seller provided for in this

Agreement.



Section 2.2 Assumed Liabilities. Effective on the Closing Date, the Buyer shall

assume and perform the following liabilities of the Seller (the "Assumed

Liabilities") relating to the Business:



        (a)    all amounts outstanding as of the Closing Date with respect to

               the postpetition trade accounts payable identified on Schedule

               2.2(a), representing amounts due and owing on account of trade

               accounts payable first arising on or after the Petition Date (in

               the amount, as of October 31, 2001, of $3,833,580.94);



        (b)    the obligations of Seller in connection with any Assumed

               Contracts that first arise on or after the Closing Date; and



                                       4







        (c)    any obligations in connection with any of the Acquired Assets

               that first arise on or after the Closing Date.



In addition, Buyer shall indemnify, defend (with counsel reasonably satisfactory

to Seller), protect, and save and hold Seller harmless from and against any and

all claims or demands asserted by any person or entity in connection with the

liabilities and obligations assumed by Buyer pursuant to this Section 2.2.



Section 2.3    Excluded Liabilities.The Buyer is not assuming and shall not be

liable for any of the Excluded Liabilities and the Seller shall retain and be

responsible for the discharge of all Excluded Liabilities whenever and however

arising.



Section 2.4    Postpetition Expense Payment. On the Closing Date, the Buyer

shall cause to be transferred to the Seller by wire transfer of immediately

available funds an amount attributed to the additional assumed liabilities as of

the Closing Date identified on an unitemized statement which Seller shall submit

to Buyer no less than two (2) Business Days prior to the Closing (the

"Postpetition Expense Payment"); provided, that, in no event, shall the

Postpetition Expense Payment be in excess of $1,800,000.



Section 2.5    Assumption and Assignment of Assumed Contracts. Buyer shall

cooperate in all reasonable respects in connection with Sale Motion proceedings

commenced by Seller in accordance with Section 8.6(b) of this Agreement for the

purpose of obtaining, pursuant to the Approval Order, an order of the Bankruptcy

Court authorizing and directing the Seller to assign the Assumed Contracts to

Buyer pursuant to Section 365 of the Bankruptcy Code and otherwise to gain

approval for the transactions contemplated by this Agreement. For greater

clarity, Buyer shall reasonably cooperate in efforts to demonstrate "adequate

assurance" of Buyer's performance of its obligations under the Assumed

Contracts; provided, however, that no later than the Closing Date, Buyer may, in

its sole and complete discretion, elect to not provide "adequate assurance" with

respect to any Assumed Contract, in which case such Assumed Contract shall not

constitute an Assumed Contract, such Assumed Contract shall not be assigned,

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