Exhibit 99.1

                                                        Asset Purchase Agreement



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                            ASSET PURCHASE AGREEMENT

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     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of June

18, 2003 by and among INSITUFORM TECHNOLOGIES, INC., a Delaware corporation

("Buyer"), and INSITUFORM EAST, INCORPORATED, a Delaware corporation ("Seller"),

and its Subsidiaries (as defined below). Buyer, Seller and its Subsidiaries are

collectively referred to herein as the "Parties" and individually as a "Party."



     WHEREAS, Seller and its Subsidiaries are engaged in the trenchless

rehabilitation of underground manholes, sewers and other pipelines (the

"Business") principally using the cured-in-place pipe rehabilitation process;

and



     WHEREAS, Buyer desires to purchase certain specified assets and contracts

of Seller and its Subsidiaries used in connection with the Business and assume

certain specified liabilities of Seller, and Seller and its Subsidiaries desire

to sell such assets of Seller and its Subsidiaries and assign such liabilities

of Seller as provided in this Agreement (together with any other transaction

contemplated herein or in any other Transaction Document (as defined below), the

"Transaction").



     NOW, THEREFORE, in consideration of the premises and mutual promises and

covenants herein contained, the receipt and sufficiency of which are hereby

acknowledged, the Parties hereby agree as follows:



                                    SECTION 1



                                   DEFINITIONS

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     Certain capitalized terms used in this Agreement have the meanings

specified in the Glossary attached hereto. Other terms may be defined elsewhere

in the body of this Agreement and shall have the meaning indicated throughout

this Agreement.



                                   SECTION 2



       PURCHASE AND SALE OF ACQUIRED ASSETS; ESCROW; ASSUMED LIABILITIES;

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                      CLOSING; OTHER AGREEMENTS AND ACTIONS

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     2.1.  Acquired Assets. On the Closing Date, in accordance with this

Agreement, Seller and its Subsidiaries shall sell, convey, transfer, assign and

deliver to Buyer, free and clear of any and all Encumbrances, and Buyer will

purchase, acquire and accept, all of Seller's and its Subsidiaries' respective

right, title and interest in and to the following properties, assets and other

rights, personal or mixed, tangible or intangible (collectively, the "Acquired

Assets"):



           (a)  The Equipment of Seller and its Subsidiaries listed on Schedule

     2.1(a), together with any Equipment transferred to Buyer pursuant to

     Section 2.4 (c) (the "Acquired Equipment");



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           (b)  The inventory of Seller and its Subsidiaries listed on Schedule

     2.1(b) (the "Acquired Inventory");



           (c)  The Contracts of Seller and its Subsidiaries (including any

     future claims arising from or related to such contracts) listed on Schedule

     2.1(c) hereto and the Backlog related to such Contracts (the "Assumed

     Contracts");



           (d)  Copies or originals of all books, records, data (in any media),

     papers and instruments of whatever nature and wherever located to the

     extent related to the Acquired Assets;



           (e)  All licenses, sublicenses and other contract rights held by

     Seller and its Subsidiaries in connection with the Business listed on

     Schedule 2.1(e), including all Insituform and NuPipe licenses, sublicenses

     and rights to use or operate under Insituform or NuPipe patents or

     trademarks, and intangible or intellectual property rights, including

     know-how, relating thereto or to the Business (the "Acquired Intellectual

     Property");



           (f)  All Permits required solely in connection with the Business in

     effect as of the Closing Date, to the extent such Permits are transferable

     (the "Acquired Permits"); and



           (g)  All rights to the name "Insituform", "Insituform East",

     "MidSouth" and "insitu" and all derivatives thereof.





     2.2.  Purchase Price; Payment. In consideration of the sale, assignment,

and delivery of the Acquired Assets and subject to the provisions of Section

2.3, Buyer shall (i) pay Seller total consideration of $5,500,000.00, subject to

adjustments as provided in Section 2.4 hereof, in the form of cash, and (ii)

assume and agree to pay the Assumed Liabilities as provided in Section 2.6 (the

"Purchase Price"). Subject to the provisions of Section 2.3, the cash portion of

the Purchase Price shall be payable by Buyer to Seller on the Closing Date by

wire transfer as provided by Seller to Buyer in immediately available federal

funds.



     2.3.  Escrow. On the Closing Date, Buyer shall deposit an amount in cash

equal to $550,000.00 (the "Escrow Amount") with the Escrow Agent pursuant to the

terms of an escrow agreement entered into by the Parties in substantially the

form attached hereto as Exhibit 2.3 (the "Escrow Agreement") in an account held

pursuant to the terms of the Escrow Agreement (the "Escrow Account"). Seller

agrees not to make any dividend or distribution, in any form or manner

whatsoever, to its stockholders until one year following the Closing Date,

except for the repayment of its outstanding loans from CERBCO, Inc. The release

to Seller or Buyer of the Escrow Amount shall be made in accordance with this

Section:



           (a)  Claims. If Buyer makes a claim against Seller or any of its

     Subsidiaries for any breach of a representation, warranty, covenant or

     obligation (including, without limitation, indemnification obligations)

     under this Agreement, such claim shall be handled as provided in Section 7

     hereto. If Seller fails to satisfy its obligation to Buyer after notice as

     required in Section 7 and pursuant to the claims procedures set forth in

     Section 7.4 hereof, then Buyer may (i) notify the Escrow Agent to

     distribute to Buyer the Escrow Amount (including any accrued interest

     thereon), equal in value to its Damages



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     and (ii) seek any other remedy available to it under this Agreement, at law

     or in equity. Any portion of the Escrow Account to be distributed as

     provided in subsection (b) below shall be reduced by the amount of any

     indemnification claims finally resolved pursuant to Section 7 and paid out

     of the Escrow Account. To the extent any claim for indemnification has been

     asserted by Buyer but not finally resolved, the Escrow Agent shall also

     withhold distribution of the Escrow Account in an amount equal to Buyer's

     good faith estimate of the amount of the claim, and the amount so withheld

     shall remain in the Escrow Account. In addition, Buyer may make a claim

     against the Escrow Account as set forth in Sections 2.4(a) and (b).



           (b)  Distribution. Subject to (i) the filing of a certificate of

     dissolution for the Seller and the delivery of an opinion of legal counsel

     to Seller reasonably satisfactory to Buyer opining that Seller has taken

     all necessary action with the Delaware Secretary of State regarding the

     filing of such certificate sufficient to satisfy any requirements of the

     Delaware Act for dissolving Seller and that such certificate fully complies

     with the requirements of the Delaware Act, (ii) the distribution of amounts

     in the Escrow Account to Buyer as contemplated in Section 2.3(a), and (iii)

     the terms of the Escrow Agreement, the Escrow Agent shall distribute the

     assets remaining, if any, in the Escrow Account to Seller on the first

     anniversary of the Closing Date.



     2.4.  Pre-Closing Burn Rate; Guaranteed Direct Gross Profit; Changes in

Acquired Equipment and Acquired Inventory.



           (a)  Seller will not perform work under the Assumed Contracts at a

     rate that generates revenue greater than an average of $860,000 per month

     during the Burn Period (the "Maximum Monthly Burn Rate"). The Buyer and

     Seller hereby agree that the starting backlog of revenue to be earned under

     all Assumed Contracts as of May 3, 2003 is $3,986,586 (the "Starting

     Backlog") and that such Starting Backlog minus the Maximum Monthly Burn

     Rate during the Burn Period will result in the minimum amount of revenue

     backlog guaranteed by Seller to be further available to Buyer after Closing

     (the "Minimum Residual Backlog"). If Seller's actual average monthly

     revenue from work performed during the Burn Period (the "Burn Rate")

     exceeds the Maximum Monthly Burn Rate so as to reduce the Assumed Contract

     backlog at Closing below the guaranteed Minimum Residual Backlog, then the

     Purchase Price will be reduced by an amount equal to 30% of the amount of

     such deficiency (such deficiency being hereinafter referred to as the "Burn

     Rate Adjustment"). The Burn Rate, the Minimum Residual Backlog and the

     resulting Burn Rate Adjustment, if any, shall be calculated as follows:



                (i)   Within 30 days after the Closing Date, Seller shall

     deliver to Buyer a statement (the "Burn Rate Statement"), setting forth its

     calculation of the Burn Rate, the Minimum Residual Backlog and the

     resulting Burn Rate Adjustment, if any, as of the close of business on the

     Closing Date. The Burn Rate Statement shall be prepared by Seller or its

     independent accountants and be accompanied by a certificate of Seller or

     its independent accountants stating that the Burn Rate Statement has been

     prepared in compliance with the requirements of this Section 2.4.



                (ii)  During the 30-day period following Buyer's receipt of the

     Burn Rate



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     Statement, Seller shall provide or make commercially reasonable efforts to

     cause Seller's independent accountants to provide, as the case may be,

     Buyer or Buyer's independent accountants with such access, upon reasonable

     prior notice and during normal business hours, to the work papers or other

     supporting documentation of Seller or Seller's independent accountants, as

     the case may be, as is reasonably necessary to verify the calculation of

     the Burn Rate, the Minimum Residual Backlog and any resulting Burn Rate

     Adjustment due from Seller. The Burn Rate Statement shall be final and

     shall be accepted by and be binding on the parties on the thirtieth day

     following delivery thereof unless Buyer gives written notice to Seller of

     disagreement with the Burn Rate Statement (such notice, a "Burn Rate Notice

     of Disagreement") prior to such date. Any Burn Rate Notice of Disagreement

     shall (A) specify in reasonable detail the nature of any disagreement so

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