ASSET PURCHASE AGREEMENT



                                  By and among



                           DEGUSSA WALL SYSTEMS, INC.,

                 DEGUSSA CONSTRUCTION CHEMICALS OPERATIONS, INC.





                                       AND





                                 ACROCRETE, INC.











                                  July 25, 2005





















































































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                            ASSET PURCHASE AGREEMENT



     THIS AGREEMENT ("Agreement") is made this 25th day of July, 2005, by and

among Degussa Wall Systems, Inc., a corporation organized under the laws of

Delaware ("DWS"), Degussa Construction Chemicals Operations, Inc., a corporation

organized under the laws of Delaware ("DCCO") (DCCO and DWS are hereinafter

collectively referred to as "Purchaser") and Acrocrete, Inc., a corporation

organized under the laws of Florida ("Acrocrete" or "Seller").



                                R E C I T A L S:



     A. Acrocrete is the owner and operator of certain operating assets used in

the production of EIFS and related products ("Products") at its facility in

Kennesaw, Georgia (the "Facility").



     B. Purchaser desires to purchase, and Seller desires to sell to Purchaser,

certain of the assets of Seller associated with the Products, and used

exclusively in the operation of the Facility (the "Business") as provided in

this Agreement.



     NOW, THEREFORE, in consideration of the mutual promises contained herein

and other good and valuable consideration, the receipt, adequacy and sufficiency

of which are hereby acknowledged, Purchaser and Seller agree as follows:



                                   ARTICLE I



                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES



     Section 1.01 Transfer of Assets to Purchaser. (a) On the terms and subject

to the conditions in this Agreement, on the Closing Date (as defined in Article

VII (Closing) hereof), Seller or Seller's affiliates, will convey, transfer,

assign and deliver to Purchaser, free and clear of all liens, charges,

covenants, conditions, easements, limitations, servitudes, encroachments,

security interests, adverse claims and demands whatsoever (collectively,

"Encumbrances"), the following assets owned by Seller or used by Seller in

Seller's operation of the Business (except Excluded Assets as defined in Section

1.02 (Excluded Assets) hereof)::



               (i)  Proprietary Rights. All proprietary rights and proprietary

                    information consisting of customer lists, trade secrets,

                    product formulations, manufacturing know-how, quality

                    specifications and test procedures, research findings, and

                    research-in-progress, and all attendant registrations and

                    applications thereof which are used exclusively in the

                    Business and which are listed on Schedule 1.01(a)(i);



               (ii) Trade and Domain Names. All right, title and interest in and

                    to the trade name "Acrocrete" and the domain name

                    www.acrocrete.com and any derivations thereof in which

                    Acrocrete has reserved rights.



              (iii) Code Approvals. All code approvals associated with the

                    Business and which are listed on Schedule 1.01(a)(iii).



     (b)  On the terms and subject to the conditions in this Agreement, on

          September 30, 2005, Seller or Seller's affiliates, will convey,

          transfer, assign and deliver to Purchaser, free and clear of all

          Encumbrances, the following assets owned by Seller or used by Seller

          in Seller's operation of the Business (except Excluded Assets as

          defined in Section 1.02 (Excluded Assets) hereof):



               (i)  Machinery & Equipment. That certain machinery and equipment

                    as set forth on Schedule 1.01(b)(i) (the "Equipment");



               (ii) Accounts Receivable. All collectible accounts receivable of

                    All South and B&L Distributing less than one hundred twenty

                    (120) days which are outstanding on the books of the

                    Business as of September 30, 2005 (the "Accounts

                    Receivable").

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              (iii) Contracts. Those certain contracts identified on Schedule

                    1.01(b)(iii) (the "Assumed Contracts");



               (iv) Permits. The licenses, permits, rights and authorizations

                    relating to the ownership, use and operation of the Subject

                    Assets (as defined below) to the extent transferable (the

                    "Permits") listed on Schedule 1.01(b)(iv).



               (v)  Books and Records. Copies of such books and records as may

                    be reasonably required by the Purchaser and directly related

                    to the Business, which are readily available and kept in the

                    ordinary and regular course of business relating exclusively

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