SAFETY KLEEN CORP/
WESTINGHOUSE/ROLLINS SPA
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>WESTINGHOUSE/ROLLINS SPA
<TEXT>


                            STOCK PURCHASE AGREEMENT

                                     between

                        WESTINGHOUSE ELECTRIC CORPORATION

                                    (Seller)

                                       and

                      ROLLINS ENVIRONMENTAL SERVICES, INC.
                                     (Buyer)

                                       for

                             NATIONAL ELECTRIC, INC.
                             A MINNESOTA CORPORATION

                     Dated as of this 7th day of March, 1995


<PAGE>

ARTICLE 1

SALE OF APTUS. . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.1  THE SALE . . . . . . . . . . . . . . . . . . . . . . 1
          1.1.1  THE SALE OF THE SHARES. . . . . . . . . . . . 1

ARTICLE 2

PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     2.1  PURCHASE PRICE . . . . . . . . . . . . . . . . . . . 2
     2.2  PAYMENT OF PURCHASE PRICE. . . . . . . . . . . . . . 2
          2.2.1  CLOSING DATE PAYMENT. . . . . . . . . . . . . 2
          2.2.2  ISSUANCE OF SECURITIES. . . . . . . . . . . . 2
          2.2.3  ASSUMPTION OF IDB LOAN AGREEMENT. . . . . . . 2
     2.3  PURCHASE PRICE ADJUSTMENT. . . . . . . . . . . . . . 3
          2.3.1  POST CLOSING ADJUSTMENT OF
          PURCHASE PRICE . . . . . . . . . . . . . . . . . . . 3
          2.3.2  ADJUSTMENTS PROCEDURE . . . . . . . . . . . . 3
     2.4  INTEREST PAYMENT ON CASH . . . . . . . . . . . . . . 3

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . 4
     3.1  ORGANIZATION; POWER AND AUTHORITY. . . . . . . . . . 4
     3.2  AUTHORIZATION, EXECUTION AND VALIDITY OF
          AGREEMENT. . . . . . . . . . . . . . . . . . . . . . 4
     3.3  CAPITALIZATION . . . . . . . . . . . . . . . . . . . 4
          3.3.1  NEI . . . . . . . . . . . . . . . . . . . . . 4
          3.3.2  APTUS . . . . . . . . . . . . . . . . . . . . 5
     3.4  ORGANIZATIONAL RECORDS . . . . . . . . . . . . . . . 5
     3.5  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . 5
     3.6  ABSENCE OF UNDISCLOSED LIABILITIES . . . . . . . . . 5
     3.7  ABSENCE OF CERTAIN CHANGES . . . . . . . . . . . . . 6
     3.8  NO CONFLICT; SELLER CONSENTS . . . . . . . . . . . . 7
     3.9  REAL PROPERTY. . . . . . . . . . . . . . . . . . . . 7
          3.9.1  OWNED REAL PROPERTY . . . . . . . . . . . . . 7
          3.9.2  LEASED REAL PROPERTY. . . . . . . . . . . . . 8
     3.10  PERSONAL PROPERTY . . . . . . . . . . . . . . . . . 8
          3.10.1  OWNED PERSONAL PROPERTY. . . . . . . . . . . 8
          3.10.2  LEASED PERSONAL PROPERTY . . . . . . . . . . 8
          3.10.3  COMPUTER AND TELECOMMUNICATIONS
                  EQUIPMENT AND SOFTWARE . . . . . . . . . . . 8
               3.10.3.1  EQUIPMENT . . . . . . . . . . . . . . 9
               3.10.3.2  SOFTWARE. . . . . . . . . . . . . . . 9
          3.10.4  NEI PROPERTY . . . . . . . . . . . . . . . . 9
     3.11  CONDITION OF ASSETS . . . . . . . . . . . . . . . . 9
     3.12  INSURANCE . . . . . . . . . . . . . . . . . . . . . 9
     3.13  CONTRACTS . . . . . . . . . . . . . . . . . . . . .10

<PAGE>

     3.14  INVENTORY . . . . . . . . . . . . . . . . . . . . . 11
     3.15  ACCOUNTS RECEIVABLE . . . . . . . . . . . . . . . . 11
     3.16  LITIGATION. . . . . . . . . . . . . . . . . . . . . 11


     3.17  LAWS AND PERMITS. . . . . . . . . . . . . . . . . . 12
          3.17.1  COMPLIANCE WITH LAWS . . . . . . . . . . . . 12
          3.17.2  PERMITS AND LICENSES . . . . . . . . . . . . 12
     3.18  ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . 12
     3.19  PATENTS, TRADEMARKS AND SIMILAR RIGHTS. . . . . . . 13
          3.19.1  INTELLECTUAL PROPERTY.   . . . . . . . . . . 13
          3.19.2  LICENSES; INFRINGEMENT.  . . . . . . . . . . 13
     3.20  EMPLOYEES . . . . . . . . . . . . . . . . . . . . . 14
          3.20.1  EMPLOYEES. . . . . . . . . . . . . . . . . . 14
          3.20.2  UNIONS.. . . . . . . . . . . . . . . . . . . 14
          3.20.3  EMPLOYEE AND CONSULTING CONTRACTS. . . . . . 14
          3.20.4  NLRB . . . . . . . . . . . . . . . . . . . . 14
     3.21  EMPLOYEE BENEFITS . . . . . . . . . . . . . . . . . 14
          3.21.1  PLANS.   . . . . . . . . . . . . . . . . . . 15
          3.21.2  RECORDS.   . . . . . . . . . . . . . . . . . 15
          3.21.3  ACTIONS.   . . . . . . . . . . . . . . . . . 15
          3.21.4  FUNDING.   . . . . . . . . . . . . . . . . . 15
          3.21.5  MULTIEMPLOYER PLANS. . . . . . . . . . . . . 16
          3.21.6  ACCELERATION OF BENEFITS . . . . . . . . . . 16
     3.22  TAXES . . . . . . . . . . . . . . . . . . . . . . . 16
          3.22.1  RETURNS. . . . . . . . . . . . . . . . . . . 16
          3.22.2  EXTENSIONS.  . . . . . . . . . . . . . . . . 16
          3.22.3  AFFILIATED GROUPS.   . . . . . . . . . . . . 17
          3.22.4  AUDITS.  . . . . . . . . . . . . . . . . . . 17
     3.23  BROKERS . . . . . . . . . . . . . . . . . . . . . . 17
     3.24  NO SUBSIDIARIES OR INVESTMENTS. . . . . . . . . . . 17
     3.25  SUFFICIENCY OF ASSETS . . . . . . . . . . . . . . . 17
     3.26  BANK ACCOUNTS . . . . . . . . . . . . . . . . . . . 17
     3.27  CERTAIN RELATIONSHIPS . . . . . . . . . . . . . . . 17
     3.28  FULL DISCLOSURE . . . . . . . . . . . . . . . . . . 17
     3.29  SOPHISTICATED SELLER. . . . . . . . . . . . . . . . 18
     3.30  SCHEDULE REFERENCES . . . . . . . . . . . . . . . . 18

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER. . . . . . . . . . . . 18
     4.1  ORGANIZATION; POWER AND AUTHORITY. . . . . . . . . . 18
     4.2  AUTHORIZATION, EXECUTION AND VALIDITY. . . . . . . . 18
     4.3  NO CONFLICT; BUYER CONSENTS. . . . . . . . . . . . . 18
     4.4  BROKERS. . . . . . . . . . . . . . . . . . . . . . . 18
     4.5  PURCHASE FOR INVESTMENT. . . . . . . . . . . . . . . 19

ARTICLE 5

<PAGE>

COVENANTS OF SELLER. . . . . . . . . . . . . . . . . . . . . . 19
     5.1  COOPERATION BY SELLER. . . . . . . . . . . . . . . . 19
     5.2  PRE-CLOSING ACCESS TO INFORMATION. . . . . . . . . . 19
     5.3  CONDUCT OF BUSINESS. . . . . . . . . . . . . . . . . 20
          5.3.1  BUSINESS IN ORDINARY COURSE . . . . . . . . . 20
          5.3.2  BUYER'S CONSENT . . . . . . . . . . . . . . . 21
          5.3.3  REPRESENTATIONS AND WARRANTIES. . . . . . . . 21
     5.4  FURTHER ASSURANCES . . . . . . . . . . . . . . . . . 21
          5.4.1  ADDITIONAL DOCUMENTS. . . . . . . . . . . . . 21
          5.4.2  CERTAIN CONSENTS. . . . . . . . . . . . . . . 21
     5.5  SUPPLEMENTS TO SCHEDULES . . . . . . . . . . . . . . 22
     5.6  CERTAIN FINANCIAL COVENANTS. . . . . . . . . . . . . 22
     5.7  EXCLUSIVE DEALING. . . . . . . . . . . . . . . . . . 23
     5.8  CLOSURE AND POST CLOSURE COSTS AND FINANCIAL
          ASSURANCES . . . . . . . . . . . . . . . . . . . . . 23
          5.8.1  CLOSING DATE CLOSURE AND POST CLOSURE
                 COSTS DEFINED . . . . . . . . . . . . . . . . 23
          5.8.2  FINANCIAL ASSURANCES DEFINED. . . . . . . . . 23
          5.8.3  INCREASES IN COSTS OR REQUIRED ASSURANCES . . 23
          5.8.4     INSURANCE PREMIUM PAYMENTS . . . . . . . . 23
          5.8.5  LETTERS OF CREDIT . . . . . . . . . . . . . . 23
     5.9  RIGHT TO SELLER BUSINESS POST CLOSING. . . . . . . . 25
     5.10  RIGHT TO SELLER INTELLECTUAL PROPERTY POST
           CLOSING . . . . . . . . . . . . . . . . . . . . . . 25
     5.11  MIS AND TELECOMMUNICATIONS SERVICES POST CLOSING. . 25
     5.12  INTERCOMPANY ACCOUNTS . . . . . . . . . . . . . . . 26
     5.13  PREPARATION OF FINANCIAL STATEMENTS . . . . . . . . 26
     5.14  . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     5.15  LEASED REAL PROPERTY. . . . . . . . . . . . . . . . 26
     5.16  CERTAIN ENVIRONMENTAL CLEAN-UPS . . . . . . . . . . 26

ARTICLE 6

COVENANTS OF BUYER . . . . . . . . . . . . . . . . . . . . . . 27
     6.1  COOPERATION BY BUYER . . . . . . . . . . . . . . . . 27
     6.2  DUE DILIGENCE ACTIVITIES . . . . . . . . . . . . . . 27
     6.3  FURTHER ASSURANCES . . . . . . . . . . . . . . . . . 27
     6.4  HSR ACT COMPLIANCE . . . . . . . . . . . . . . . . . 27
     6.5  RELEASE FROM GUARANTEES. . . . . . . . . . . . . . . 27
     6.6  DUE DILIGENCE - POST-SIGNING . . . . . . . . . . . . 28
     6.7  REPAYMENT OF WORKING CAPITAL ADVANCE . . . . . . . . 28

ARTICLE 7

MUTUAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 28
     7.1  EMPLOYEE MATTERS . . . . . . . . . . . . . . . . . . 28
          7.1.1  EMPLOYMENT. . . . . . . . . . . . . . . . . . 28
          7.1.2  UNION REPRESENTATION. . . . . . . . . . . . . 29
          7.1.3  TERMINATION OF COVERAGE UNDER SELLER'S
                 EMPLOYEE BENEFIT PLANS

<PAGE>

                 AND COVERAGE  UNDERBUYER'S EMPLOYEE BENEFIT
                 PLANS  . . .  . . . . . . . . . . . . . . . . 30

          7.1.4  PENSION PLANS . . . . . . . . . . . . . . . . 30
          7.1.5  SAVINGS PROGRAM . . . . . . . . . . . . . . . 30
          7.1.6  WELFARE AND FRINGE BENEFITS . . . . . . . . . 31
     7.2  TAX COVENANTS. . . . . . . . . . . . . . . . . . . . 31
          7.2.1  APPORTIONMENT OF INCOME TAXES BETWEEN PRE-
                 CLOSING AND POST-CLOSING PERIODS. . . . . . . 31
          7.2.2  PAYMENT OF INCOME TAXES . . . . . . . . . . . 31
          7.2.3  PREPARATION AND FILING OF INCOME TAX
                 RETURNS . . . . . . . . . . . . . . . . . . . 32
          7.2.4  COOPERATION . . . . . . . . . . . . . . . . . 32
          7.2.5  REFUND CLAIMS . . . . . . . . . . . . . . . . 33
          7.2.6  TAX SHARING AGREEMENTS. . . . . . . . . . . . 33
          7.2.7  NOTICE OF AUDIT . . . . . . . . . . . . . . . 33
          7.2.8  AUDITS CONTROLLED BY SELLER . . . . . . . . . 33
          7.2.9  AUDITS CONTROLLED BY BUYER. . . . . . . . . . 33
          7.2.10  338(H)(10) ELECTION. . . . . . . . . . . . . 33
          7.2.11  NET OPERATING LOSS . . . . . . . . . . . . . 34
          7.2.12  CARRYBACKS . . . . . . . . . . . . . . . . . 34
     7.3  BOOKS AND RECORDS. . . . . . . . . . . . . . . . . . 34
          7.3.1  ACCESS.   . . . . . . . . . . . . . . . . . . 34
          7.3.2  DESTRUCTION . . . . . . . . . . . . . . . . . 34
          7.3.3  CONFIDENTIALITY . . . . . . . . . . . . . . . 34
          7.3.4  ASSISTANCE. . . . . . . . . . . . . . . . . . 34
     7.4  NON-COMPETITION. . . . . . . . . . . . . . . . . . . 35
     7.5  ACCESS TO INFORMATION. . . . . . . . . . . . . . . . 38
     7.6  NON-SOLICITATION OF EMPLOYEES. . . . . . . . . . . . 38
     7.7  RIGHTS AGREEMENT . . . . . . . . . . . . . . . . . . 38
     7.8  REMARKETING OF IDBS AND COST SHARING . . . . . . . . 38
          7.8.1  INITIAL REMARKETING. .. . . . . . . . . . . . 38
          7.8.2  REMARKETING OF IDBS. .. . . . . . . . . . . . 38
          7.8.3  EFFECTIVE CONVERSION DATE. .. . . . . . . . . 39
               7.8.3.1   OPTION OF BUYER . . . . . . . . . . . 39
               7.8.3.2   OPTION OF SELLER. . . . . . . . . . . 39
          7.8.4  IDB COST SHARING . .. . . . . . . . . . . . . 40
               7.8.4.1   CALCULATION AND PAYMENT . . . . . . . 40
          7.8.5  COOPERATION. . .. . . . . . . . . . . . . . . 40
               7.8.5.1   REMARKETING AGENT . . . . . . . . . . 41
               7.8.5.2   INTEREST RATE CAP . . . . . . . . . . 41
          7.8.6  UNDERWRITING COSTS  . . . . . . . . . . . . . 41
          7.8.7  CONVERSION  . . . . . . . . . . . . . . . . . 41
          7.8.8  REBATE OBLIGATION . . . . . . . . . . . . . . 41

ARTICLE 8

CONDITIONS PRECEDENT TO CLOSING. . . . . . . . . . . . . . . . 41
     8.1  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS. . . . . 41

<PAGE>

          8.1.1  ACCURACY OF REPRESENTATIONS AND WARRANTIES. . 41
          8.1.2  LITIGATION. . . . . . . . . . . . . . . . . . 42
          8.1.3  COVENANTS . . . . . . . . . . . . . . . . . . 42
          8.1.4  DELIVERIES. . . . . . . . . . . . . . . . . . 42
          8.1.5  CONSENTS. . . . . . . . . . . . . . . . . . . 42
          8.1.6  CUSTOMERS . . . . . . . . . . . . . . . . . . 42
          8.1.7  NO MATERIAL ADVERSE EFFECT. . . . . . . . . . 42
     8.2  CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS . . . . 42
          8.2.1  TRUTH OF REPRESENTATIONS AND WARRANTIES . . . 42
          8.2.2  LITIGATION. . . . . . . . . . . . . . . . . . 42
          8.2.3  COVENANTS . . . . . . . . . . . . . . . . . . 42
          8.2.4  DELIVERIES. . . . . . . . . . . . . . . . . . 42
          8.2.5  [INTENTIONALLY LEFT BLANK]. . . . . . . . . . 42
          8.2.6  PERMITS . . . . . . . . . . . . . . . . . . . 43

ARTICLE 9

CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     9.1  TIME AND PLACE . . . . . . . . . . . . . . . . . . . 43
     9.2  DELIVERIES BY SELLER . . . . . . . . . . . . . . . . 43
     9.3  DELIVERIES BY BUYER. . . . . . . . . . . . . . . . . 44

ARTICLE 10

TERMINATION PRIOR TO CLOSING DATE. . . . . . . . . . . . . . . 45
     10.1  TERMINATION . . . . . . . . . . . . . . . . . . . . 45
     10.2  EFFECT OF TERMINATION . . . . . . . . . . . . . . . 46
           10.2.1  GENERAL . . . . . . . . . . . . . . . . . . 46

ARTICLE 11

INDEMNIFICATION AND PROCEDURES . . . . . . . . . . . . . . . . 46
     11.1  INDEMNIFICATION BY SELLER . . . . . . . . . . . . . 46
     11.2  INDEMNIFICATION BY BUYER. . . . . . . . . . . . . . 47
     11.3  NOTICE AND RESOLUTION OF CLAIM. . . . . . . . . . . 48
           11.3.1  NOTICE. . . . . . . . . . . . . . . . . . . 48
           11.3.2  RIGHT TO ASSUME DEFENSE . . . . . . . . . . 48
           11.3.3  FAILURE TO ASSUME DEFENSE . . . . . . . . . 48
     11.4  LIMITS ON INDEMNIFICATION . . . . . . . . . . . . . 48
     11.5  SURVIVAL. . . . . . . . . . . . . . . . . . . . . . 49
     11.6  EXCLUSIVE REMEDY. . . . . . . . . . . . . . . . . . 49
     11.7  NO MITIGATION . . . . . . . . . . . . . . . . . . . 49
     11.8  INDEMNITY PAYMENTS. . . . . . . . . . . . . . . . . 50
     11.9  BUYER'S COOPERATION . . . . . . . . . . . . . . . . 50
     11.10 PAYMENT AND ASSIGNMENT OF CLAIMS. . . . . . . . . . 50
          11.10.1  PAYMENT . . . . . . . . . . . . . . . . . . 50

<PAGE>

          11.10.2  ASSIGNMENT. . . . . . . . . . . . . . . . . 50
     11.11  OTHER BENEFICIARIES. . . . . . . . . . . . . . . . 50
     11.12  CONSEQUENTIAL DAMAGES; OTHER LIMITATIONS . . . . . 50

ARTICLE 12

CERTAIN ENVIRONMENTAL MATTERS. . . . . . . . . . . . . . . . . 51
     12.1  SELLER'S ENVIRONMENTAL RESPONSIBILITY . . . . . . . 51
           12.1.1  SELLER INDEMNITY. . . . . . . . . . . . . . 51
     12.2  BUYER ENVIRONMENTAL RESPONSIBILITY. . . . . . . . . 51
     12.3  IDENTIFIED ENVIRONMENTAL CONCERNS . . . . . . . . . 52
     12.4  OFF-SITE DISPOSAL . . . . . . . . . . . . . . . . . 52
     12.5  ENVIRONMENTAL VIOLATIONS. . . . . . . . . . . . . . 52
     12.6  THIRD PARTY ENVIRONMENTAL CLAIM . . . . . . . . . . 52
     12.7  GOVERNMENT REMEDIATION CLAIM. . . . . . . . . . . . 53
     12.8  LIMITATIONS AND DEDUCTIBLES . . . . . . . . . . . . 53
     12.9  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . 54
     12.10  CERTAIN REMEDIATION ACTIVITIES . . . . . . . . . . 54
          12.10.1  COFFEYVILLE CONTAMINATION . . . . . . . . . 54
               12.10.1.1  RESPONSIBILITY OF SELLER . . . . . . 54
               12.10.1.2  TCE COST SHARING . . . . . . . . . . 55
               12.10.1.3  SURVIVAL . . . . . . . . . . . . . . 55
          12.10.2  CONTROL . . . . . . . . . . . . . . . . . . 55
          12.10.3  ACCESS. . . . . . . . . . . . . . . . . . . 55
          12.10.4  COOPERATION . . . . . . . . . . . . . . . . 56
          12.10.5  MONITORING AND SAMPLING . . . . . . . . . . 56
          12.10.6  CONDUCT . . . . . . . . . . . . . . . . . . 56



ARTICLE 13

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE 14

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 65
     14.1  SEVERABILITY. . . . . . . . . . . . . . . . . . . . 65
     14.2  SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . 65
     14.3  COUNTERPARTS. . . . . . . . . . . . . . . . . . . . 65
     14.4  HEADINGS. . . . . . . . . . . . . . . . . . . . . . 65
     14.5  WAIVER. . . . . . . . . . . . . . . . . . . . . . . 65
     14.6  NO THIRD-PARTY BENEFICIARIES. . . . . . . . . . . . 65
     14.7  SALES AND TRANSFER TAXES. . . . . . . . . . . . . . 66
     14.8  OTHER EXPENSES. . . . . . . . . . . . . . . . . . . 66
     14.9  NOTICES . . . . . . . . . . . . . . . . . . . . . . 66
     14.10  GOVERNING LAW; INTERPRETATION. . . . . . . . . . . 67
     14.11  PUBLIC ANNOUNCEMENTS . . . . . . . . . . . . . . . 67



<PAGE>

     14.12  ARBITRATION. . . . . . . . . . . . . . . . . . . . 67
     14.13  FINANCIAL PROJECTIONS. . . . . . . . . . . . . . . 68
     14.14  CONFIDENTIALITY. . . . . . . . . . . . . . . . . . 68
     14.15  ENTIRE AGREEMENT; AMENDMENT. . . . . . . . . . . . 69
     14.16  FURTHER ASSURANCES . . . . . . . . . . . . . . . . 69
     14.17  EXCLUSIVE JURISDICTION AND CONSENT TO SERVICE OF
            PROCESS. . . . . . . . . . . . . . . . . . . . . . 69

<PAGE>

                            STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of this 7th day
of March, 1995 by and between WESTINGHOUSE ELECTRIC CORPORATION,  a Pennsylvania
corporation  ("Seller"),  and ROLLINS ENVIRONMENTAL  SERVICES,  INC., a Delaware
corporation ("Buyer").

                                 R E C I T A L S
                                 - - - - - - - -

          A. Seller through  Aptus,  Inc., a Delaware  Corporation  ("Aptus") is
engaged  in  the  sale  of  services  related  to the  transportation,  storage,
laboratory  analysis  and  incineration  of certain  types of  hazardous  waste.
Seller's transportation,  storage, laboratory analysis, incineration and certain
of its sales  functions are conducted  through Aptus.  The major  facilities are
located in Aragonite,  Utah;  Coffeyville,  Kansas; Denver,  Colorado;  Houston,
Texas;  and Lakeville,  Minnesota.  Seller also conducts  certain  related sales
functions and provides related administrative support and information technology
through  facilities  owned or leased directly by the Seller which are located in
Pittsburgh,   Pennsylvania.   The  foregoing   business  and  operations   shall
collectively be referred to as "the Business."

               B. Aptus is a wholly owned subsidiary of National Electric, Inc.,
a Minnesota corporation ("NEI"), which is a wholly owned subsidiary of Seller.

               C. Buyer wishes to acquire from the Seller,  and Seller wishes to
sell to the Buyer all of the issued and  outstanding  shares of capital stock of
NEI in the  manner,  for  the  consideration,  and  subject  to  the  terms  and
conditions set forth herein;

          NOW,  THEREFORE,  Buyer and  Seller,  intending  to be legally  bound,
hereby agree as follows:

ARTICLE 1

SALE OF APTUS

          1.1  The Sale.

               1.1.1 The Sale of the  Shares.  On the terms and  subject  to the
conditions of this  Agreement,  on the Closing,  Seller shall sell and assign to
Buyer and Buyer shall purchase and acquire all of the Shares.

ARTICLE 2

PRICE

                                        1

<PAGE>

          2.1 Purchase Price.  The total  consideration  for the purchase of the
Business  as set forth in  Article  1 hereof  shall be One  Hundred  Thirty-Five
Million Dollars  ($135,000,000)  ("Purchase Price"). The Purchase Price shall be
composed of:

          (a) Six  Million,  Five  Hundred Thousand  Dollars  ($6,500,000)  (the
"Cash"); plus

          (b) The assumption by Buyer of all of Seller's  obligations and duties
under that  certain Loan  Agreement,  dated as of June 1, 1990,  between  Tooele
County,  Utah (the "Issuer") and the Seller (the "IDB Loan  Agreement")  entered
into  in  connection  with  the  issuance  by the  Issuer  of in  the  aggregate
Forty-Five Million Seven Hundred Thousand Dollars ($45,700,000) principal amount
of its Variable Rate  Hazardous  Waste  Treatment  Revenue  Bonds  (Westinghouse
Electric Corporation Project), Series A (the "IDBs"); plus

          (c) The  issuance  by Buyer to Seller of Senior  Unsecured  Debentures
(the "Senior  Unsecured  Debentures")  having an aggregate  principal  amount of
Sixteen Million Eight Hundred  Thousand Dollars  ($16,800,000)  and having terms
and  conditions  set forth in the form of  indenture  on Exhibit 2.1 (c), as the
same may be adjusted by an amendment to such indenture  pursuant to Section 2.4;
plus

          (d) The  issuance  by  Buyer to  Seller  of  Subordinated  Convertible
Debentures (the "Subordinated  Debentures") having an aggregate principal amount
of Sixty-Six  Million Dollars  ($66,000,000) and having terms and conditions set
forth in the form of indenture on Exhibit 2.1 (d).

          2.2  Payment of Purchase Price.

               2.2.1 Closing Date Payment.  At the Closing,  Buyer shall pay the
Cash to Seller by wire transfer in immediately available funds.

               Payment  shall be made to a bank  designated by Seller in writing
not less than one business day prior to the Closing.

               2.2.2 Issuance of Securities.  At the Closing,  Buyer shall issue
to Seller the  Senior  Unsecured  Debentures  and the  Subordinated  Convertible
Debentures  (collectively the "Securities")  pursuant to the Debenture  Purchase
Agreement in the form attached as Exhibit 2.2.2.

               2.2.3  Assumption of IDB Loan  Agreement.  At the Closing,  Buyer
shall  assume all of the  obligations  and  duties of Seller  under the IDB Loan
Agreement and will deliver the Assignment  and Assumption  Agreement in the form
attached as Exhibit 2.2.3.

                                        2

<PAGE>

          2.3 Purchase  Price  Adjustment.  The Purchase  Price will be adjusted
based on  changes in the amount of Net Worth  between  the date of the  December
1994 Balance Sheet and the Closing Date as follows:

               2.3.1 Post  Closing  Adjustment  of  Purchase  Price.  As soon as
practicable,  but not later than sixty (60) days after the Closing Date,  Seller
shall  deliver to Buyer (i) the  balance  sheet of Aptus and NEI for the Date of
Closing  and  related  statements  of income and cash flows for the period  from
December  31, 1994 to the Date of  Closing,  prepared  in  accordance  with GAAP
applied  on a basis  consistent  with  that  used  by  Price  Waterhouse  in the
preparation  of the FYE 1993 and 1994 Financial  Statements,  (ii) the Financial
Statements  required by Section 3.5 but not available at the  execution  hereof,
and (iii)  Seller's  calculation  of net worth which shall be  calculated  as of
December 31, 1994 and adjusted in accordance  with Schedule 2.3.1 (the "December
1994 Adjusted Net Worth") and at the Closing  Date,  also adjusted in accordance
with Schedule  2.3.1 (the "Final  Adjusted Net Worth").  Within thirty (30) days
after receipt of the  aforementioned  items, Buyer shall either inform Seller in
writing that the calculation of Final Adjusted Net Worth is acceptable or object
to the  calculation  of Final  Adjusted  Net Worth in writing  setting  forth in
reasonable  detail  Buyer's  objections and the basis for those  objections.  If
Buyer so objects and the Parties do not resolve  such  objections  on a mutually
agreeable  basis within thirty (30) days after  Seller's  receipt  thereof,  the
disagreement  shall be resolved within an additional  sixty (60) day period by a
"Big 6"  accounting  firm  jointly  selected  by the Parties  (the  "Independent
Firm"). The decision of the Independent Firm shall be final and binding upon the
Parties.  Upon the  agreement of the Parties or the decision of the  Independent
Firm, or if Buyer fails to deliver an objection to Seller within the thirty (30)
day period provided above,  the calculation of Final Adjusted Net Worth shall be
deemed  final.  Each Party  shall bear the fees,  costs and  expenses of its own
accountants  and shall  share  equally  the  fees,  costs  and  expenses  of the
Independent Firm.

               2.3.2 Adjustments Procedure. If Final Adjusted Net Worth is equal
to the December  1994  Adjusted Net Worth,  no  adjustment  shall be made to the
amount of outstanding Senior Unsecured  Debentures.  If Final Adjusted Net Worth
is  greater  than the  December  1994  Adjusted  Net  Worth,  the amount of then
outstanding   Senior   Unsecured    Debentures   shall   be   increased   on   a
dollar-for-dollar basis to reflect such increase in the Final Adjusted Net Worth
in excess of December 1994 Adjusted Net Worth.

If Final  Adjusted Net Worth is less than the December  1994 Adjusted Net Worth,
the  amount  of the  then  outstanding  Senior  Unsecured  Debentures  shall  be
decreased on a  dollar-for-dollar  basis to reflect  such  decrease in the Final
Adjusted Net Worth below the December 1994 Adjusted Net Worth.

          2.4  Interest  Payment  on  Cash.  At  Closing,  Buyer  shall  make an
additional   payment  to  Seller  of  Sixteen  Thousand   Dollars   ($16,000.00)
representing  accrued  interest on the Cash. This payment is to be made since no
down payment was made in connection with this Agreement.

                                        3

<PAGE>

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller makes the following representations and warranties to Buyer:

          3.1  Organization; Power and Authority.

               3.1.1 NEI is a corporation  duly organized,  validly existing and
in  good  standing  under  the  laws  of the  State  of  Minnesota.  Aptus  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The jurisdictions in which NEI and Aptus are qualified
to conduct  business as foreign  corporations  are set forth in Schedule  3.1.1,
listed separately for each company. NEI and Aptus are duly qualified to transact
business in each  jurisdiction in which such  qualification  is required by Law,
except where failure to be qualified  would not have a Material  Adverse Effect.
NEI and Aptus have all corporate  power needed to own or lease their  respective
assets  and to  carry  on  their  respective  business  as they  are  now  being
conducted.

               3.1.2  The  Seller  is  a  corporation  duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  the   Commonwealth   of
Pennsylvania.  The Seller has all corporate power needed to execute, deliver and
perform its  obligations  under this Agreement and to consummate the sale of the
Shares.

               3.1.3  Schedule  3.1.3  sets  forth  a brief  description  of the
corporate  history and ownership of Aptus and NEI,  identifying all corporate or
partnership predecessors of NEI and Aptus, all Persons merged into NEI or Aptus,
and all Persons whose liabilities were assumed by NEI or Aptus as a result of an
acquisition,  divestiture  or  reorganization,  whether by  operation  of law or
contract.

          3.2 Authorization, Execution and Validity of Agreement. The execution,
delivery and  performance  by Seller of this Agreement and the  consummation  by
Seller of the sale of the Shares of Aptus and the  Transferred  Assets have been
duly authorized by all necessary  corporate action. This Agreement has been duly
and validly executed by Seller, constitutes its valid and binding obligation and
is enforceable against Seller in accordance with its terms.

          3.3  Capitalization.

               3.3.1 NEI. The  authorized  capital  stock of NEI consists of the
Shares,  all of which are issued and  outstanding.  All of the Shares  have been
duly authorized and validly issued and are fully-paid and non-assessable. Seller
is the  beneficial  and record  owner of all of the  Shares.  The Shares are not
subject to Liens or restrictions on transfer, other than restrictions imposed by
applicable  securities  Laws.  There is no  authorized  or  outstanding  option,
subscription, warrant, call, right, commitment or other agreement

                                        4

<PAGE>

obligating  NEI to issue or  transfer  any  shares of its  capital  stock or any
securities convertible into or exercisable for any shares of its capital stock.

               3.3.2 Aptus.  The  authorized  capital stock of Aptus consists of
the Aptus  Shares,  all of which are issued and  outstanding.  All of the Shares
have  been  duly   authorized   and  validly   issued  and  are  fully-paid  and
non-assessable.  NEI is the  beneficial  and  record  owner of all of the  Aptus
Shares.  The Aptus Shares are not subject to Liens or  restrictions on transfer,
other than  restrictions  imposed by  applicable  securities  Laws.  There is no
authorized or outstanding option, subscription, warrant, call, right, commitment
or other agreement obligating NEI to issue or transfer any shares of its capital
stock or any securities  convertible  into or exercisable  for any shares of its
capital stock.

          3.4  Organizational  Records.  Neither NEI or Aptus has  violated  its
articles  of   incorporation   or  its  by-laws.   Copies  of  the  articles  of
incorporation of Aptus and all amendments thereto, and of the by-laws of NEI and
Aptus and all  amendments  thereto,  certified  to be  complete  and correct are
attached as Schedule 3.4 hereto.

          3.5  Financial Statements.

               3.5.1   Schedule  3.5  hereto   includes  all  of  the  Financial
Statements.  The Financial  Statements have been prepared in connection with the
sale of the Business and are prepared in accordance with GAAP applied on a basis
consistent with that used by Price  Waterhouse in connection with preparation of
the FYE 1993 and 1994 Financial Statements. The Financial Statements are correct
and complete and in accordance with the books and records of NEI and Aptus.  The
balance sheets included in the Financial  Statements in each case fairly present
in all  material  respects and in  reasonable  detail the  financial  condition,
assets and  liabilities  of NEI and Aptus as at the respective  dates  specified
therein,  and the related  statements of income and cash flows,  for each of the
periods then ended,  fairly present in all material  respects the results of the
operations for the periods then ended.

               3.5.2 "Financial  Statements"  shall mean the "Audited  Financial
Statements"  and  the  "Unaudited  Financial   Statements."  "Audited  Financial
Statements"  shall mean the following:  (i) audited  balance sheets of Aptus and
NEI as of December 31, 1993 and December 31, 1994;  and (ii) audited  statements
of income and cash flows of Aptus and NEI for the  periods  ended  December  31,
1993 and December 31, 1994. The Audited  Financial  Statements shall be prepared
by Price Waterhouse.  "Unaudited Financial  Statements" shall mean the unaudited
balance  sheet of Aptus and NEI as of March 31, 1995 (the  "March  1995  Balance
Sheet") and the related  statements of income and cash flows for the period then
ended.

          3.6 Absence of Undisclosed Liabilities. Neither NEI nor Aptus have any
debts,  liabilities or obligations of any nature  whatsoever,  whether absolute,
accrued,  contingent or otherwise (collectively,  the "Undisclosed Liabilities")
except:

                                        5

<PAGE>

          (a) liabilities  that are referred to or reflected or reserved against
on the December  1994 Balance Sheet or the March 1995 Balance Sheet or the notes
thereto to the extent that the  applicable  accounting  principles  require such
action, including matters relating to deferred tax accounts;

          (b) Retained  Liabilities or other  liabilities that were not required
to be referred to or reflected or reserved  against on the December 1994 Balance
Sheet or the March 1995 Balance Sheet; and

          (c)  liabilities,  not referred to or reflected or reserved against on
the December 1994 Balance Sheet or the March 1995 Balance Sheet, incurred in the
ordinary course of business and consistent  with past practices,  none of which,
individually or in the aggregate has a Material Adverse Effect.

          3.7 Absence of Certain Changes. Except as set forth in Schedule 3.7 or
as  contemplated  by  Section  5.12  hereto  (Intercompany  Accounts)  or  other
provisions of this Agreement,  the business of Aptus has been  conducted,  since
December 31, 1994,  in the ordinary  course,  and Aptus has not entered into any
transaction (or committed to enter into any such transaction)  other than in the
ordinary course of its business.  NEI is not conducting any business operations,
and has not entered into any transactions  since December 31, 1994, except those
transactions  necessary  to vest title to the Owned Real  Property in Aptus.  In
particular,  without  limiting the  generality of the  foregoing,  Aptus has not
since that date:

               3.7.1 purchased or redeemed  directly or indirectly any shares of
its capital stock;

               3.7.2 issued or sold or agreed to issue or sell any shares of its
capital stock or any option,  warrant,  conversion or other right to acquire any
such share or any securities  convertible  into or exchangeable for such shares,
or amended its articles or by-laws;

               3.7.3 declared or paid any dividend or declared or made any other
distribution  on any of the shares of any class of their capital stock or on any
other of their securities;

               3.7.4  acquired  or  sold,   assigned,   transferred,   licensed,
terminated, leased or disposed of any intangible assets;

               3.7.5  suffered or incurred any damage,  destruction or liability
(whether or not covered by any insurance),  or any strike or work stoppage, that
either by itself or in the aggregate has resulted in a Material Adverse Effect;

               3.7.6 incurred any  obligations or liabilities for money borrowed
(except for obligations to be discharged on or before Closing);


                                        6

<PAGE>

               3.7.7  mortgaged or pledged or subjected to any Lien,  any of its
material assets, tangible or intangible (excepting statutory liens of landlords,
carriers,  warehousemen,  mechanics, materialmen and similar Persons incurred in
the ordinary course of business for sums not yet due);

               3.7.8 sold,  transferred  or disposed of any of its assets except
assets  used or  consumed  in the  ordinary  course  of  business  and  obsolete
equipment  and  equipment  which has been  replaced  in the  ordinary  course of
business;

               3.7.9 made any  individual  capital  expenditures  or commitments
therefor in excess of $50,000.00;

               3.7.10  altered  or  revised  in  any  material  way  any  of its
accounting principles, procedures, methods or practices;

               3.7.11 made any material  amendment to any Contracts,  other than
in the ordinary course of business and consistent with past practices; or

               3.7.12  increased the  compensation of any employees,  except for
normal periodic increases in the ordinary course of business and consistent with
past  practices,  or entered into any  employment  or  consulting  agreement not
terminable at will without penalty or continuing obligation.

          3.8 No Conflict;  Seller Consents. Except as set forth on Schedule 3.8
or as would not have a Material  Adverse  Effect,  the  execution,  delivery and
performance  by Seller  of this  Agreement  will not (a)  violate  any Law,  (b)
violate any  Charter  Document  of Seller,  (c)  require  any  Consent  from any
Governmental  Authority,  (d) breach any Charter  Document,  Material  Contract,
Material  Lease,  or Material  Permit of Aptus, or (e) result in the creation of
any Lien on any assets of Aptus,  including  Transferred Assets. No governmental
authorization,   approval,  order,  permission,  license,  permit,  certificate,
franchise or consent, and no registration, declaration or filing with any court,
governmental department,  commission,  authority, board, bureau, agency or other
instrumentality,  is required in  connection  with the  execution,  delivery and
performance  of this Agreement by Seller and the  consummation  by Seller of the
transactions  contemplated  hereby,  other than (a) those that have already been
obtained  (and  copies  provided  to Buyer),  (b) the  transfer  of certain  FCC
licenses identified on Schedule 3.8 from Seller to Aptus and (c) the transfer of
certain Financial Assurances.

          3.9  Real Property.

               3.9.1 Owned Real Property.

               (a)   Schedule   3.9.1  lists  and  sets  forth  the  full  legal
description  for all of the  real  property  owned  by Aptus  (the  "Owned  Real
Property").  Aptus  has good and


                                        7

<PAGE>

marketable  title  to the  Owned  Real  Property  subject  to no  Liens,  except
Permitted Liens and except as disclosed on Schedule  3.9.1.  Aptus owns no other
real property and has no options or other interests in real property,  except as
disclosed on Schedule 3.9.1.

               (b) Aptus has not received any written notice for assessments for
public improvements  against any of the Owned Real Property which remains unpaid
(nor is it  negotiating  any such  assessments)  and,  to the  best of  Seller's
knowledge,   no  such  assessment  has  been  proposed.   There  is  no  pending
condemnation,  expropriation, eminent domain or similar proceeding affecting all
or any portion of any of such properties and, to the best of Seller's knowledge,
no such proceeding is contemplated.

               3.9.2 Leased Real Property.  Schedule 3.9.2 lists all of the real
property  leased by Aptus (as  landlord  or tenant) as of the date  hereof  (the
"Leased Real  Property").  All Leases  relating to the Leased Real Property (the
"Real Property Leases") and all amendments  thereto are identified and described
on  Schedule  3.9.2 and true and  correct  copies  have been  delivered  or made
available to Buyer.  All Leases are valid,  binding and  enforceable and in full
force and effect,  except as would not have a Material Adverse Effect. There has
been no breach of any Real  Property  Lease by Aptus  that would have a Material
Adverse Effect which has not been cured or waived.

               3.9.3 NEI does not own,  lease or have any  interest  in any real
property.

          3.10  Personal Property.

               3.10.1 Owned Personal  Property.  Except as set forth on Schedule
3.10.1 and except for  Permitted  Liens,  Aptus has good and  marketable  title,
subject to no Liens, to all personal property owned by Aptus, including property
reflected on the books and records of Aptus and all personal  property  acquired
or leased by Aptus since the date  thereof,  including the  Transferred  Assets,
other than (a)  property  that has been  disposed of in the  ordinary  course of
business,  (b) as  contemplated  by Schedule 5.3 hereto and (c) Leased  Personal
Property.

               3.10.2  Leased Personal Property.  Schedule 3.10.2

lists all of the  personal  property  leased  to Aptus  pursuant  to a  Material
Personal Property Lease as of the date hereof ("Leased Personal Property").  All
Material Personal Property Leases and all amendments  thereto are identified and
described on Schedule  3.10.2 and true and correct copies have been delivered or
made  available  to Buyer.  All  Material  Personal  Property  Leases are valid,
binding and enforceable and in full force and effect, except as would not have a
Material Adverse Effect.  There has been no material breach of any such Material
Personal Property Lease by Aptus that would have a Material Adverse Effect which
has not been cured or waived.

               3.10.3  Computer and Telecommunications Equipment and Software.

                                       8
<PAGE>

                         3.10.3.1  Equipment.  Schedule 3.10.3.1
sets  forth  a  complete   listing   and   description   of  all   computer   or
telecommunications  equipment  owned by  Aptus or used by Aptus in the  Business
(the "MIS  Equipment")  indicating for each item of MIS Equipment  whether it is
owned by Aptus, owned by Seller, leased by Aptus or leased by Seller. Leased MIS
Equipment is further  identified by applicable lease and maintenance  agreements
(including  date and  vendor),  remaining  term and  amount of monthly or yearly
payments.  If any MIS  Equipment  is  leased  by  Seller,  the  lease  shall  be
transferred  to Aptus on or prior to Closing  without  modification  and with no
increase in the lease payments for the then existing term. Certain MIS Equipment
is  identified  by Buyer on Schedule  3.10.3.1 as MIS  Equipment not required by
Buyer  past  the MIS and  Telecommunications  Transition  Period  identified  in
Section 5.11 and shall be retained by Seller, or if leased equipment,  the lease
obligations shall be retained or assumed by Seller.

                         3.10.3.2  Software.   Schedule  3.10.3.2  sets  forth a
complete listing and description of all computer or telecommunications  software
owned by Aptus or used by Aptus in the Business (the "MIS Software")  indicating
for each item of MIS Software whether it is proprietary to Aptus, proprietary to
Seller,  licensed  by Aptus or  licensed  by Seller.  Licensed  MIS  Software is
further identified by applicable license and support agreements  (including date
and vendor), whether fully paid and if not, remaining term and amount of monthly
or yearly payments. If any MIS Software is licensed by Seller, the license shall
be transferred to Aptus (or to Buyer and all of its Subsidiaries) on or prior to
Closing  without  modification  and with no  increase in the license fee for the
then  existing  term of the license  until the next renewal or change in license
fees.  Certain MIS Software is identified  by Buyer on Schedule  3.10.3.2 as MIS
Software  not required by Buyer past the MIS and  Telecommunications  Transition
Period  identified  in  Section  5.11 and shall be  retained  by  Seller,  or if
licensed  software,  the  license  obligations  shall be  retained or assumed by
Seller.

                         3.10.4   NEI Property. NEI does not own,  lease or have
any interest in any personal property.

          3.11  Condition of Assets.  The personal  property  owned or leased by
Aptus,  including the Transferred  Assets,  and the  improvements and structures
located on the Real Property and the fixtures and  appurtenances  thereto are in
working order,  reasonable wear and tear excepted,  are reasonably  suitable for
the  uses for  which  they are  intended  and  conform  to the  requirements  of
applicable law in all material  respects.  Except as  specifically  set forth in
this Agreement,  Seller makes no express or implied warranty of  merchantability
or fitness for a particular  purpose,  or any other warranty as to the condition
or operation of the assets.

          3.12  Insurance.

               3.12.1 NEI,  Aptus and its  businesses and properties are insured
as  provided  for in and  by the  policies  and  contracts  of  insurance  fully
described in Schedule



                                       9
<PAGE>


3.12.2.  Schedule  3.12.2 also sets forth a three (3) year history of all claims
made under such  policies and the status or  disposition  of such  claims.  Such
policies and  contracts of insurance  cover risks and are in such amounts as are
required by applicable laws, permits, regulations,  certificates, agreements and
other instruments.

               3.12.2  All such  policies  are in full  force  and  effect,  all
premiums with respect  thereto have been paid to the extent due and no notice of
cancellation  or  termination  has been received with respect to any such policy
(other than  policies  that have been  replaced  or are  intended to be replaced
prior to expiration by policies providing substantially the same coverage).

          3.13  Contracts.  As of the date  hereof,  Schedule  3.13 sets forth a
listing of all written  material  leases,  contracts or commitments of any kind,
or,  to  Seller's  knowledge,   all  unwritten  material  leases,  contracts  or
commitments of Aptus (the "Material Contracts"), including:

       (i)     Contracts pertaining to the borrowing of money,
               including any letters of credit;

      (ii)     Contracts creating Liens;

     (iii)     Contracts creating Guarantees;

      (iv)     Contracts relating to material  employment or consulting services
               which are not cancellable within sixty (60) days or are in excess
               of Fifty Thousand Dollars ($50,000.00);

       (v)     Contracts relating to capital expenditures in
               excess of Fifty Thousand Dollars ($50,000.00);

      (vi)     Contracts limiting the freedom of Aptus to engage
               in or compete with any business;

     (vii)     Contracts not yet fully performed for the purchase, lease or sale
               of real property or any  business or line of  business or for any
               merger or consolidation;

    (viii)     Joint venture or partnership agreements;

      (ix)     Contracts  or orders for future  purchase or delivery of goods or
               rendition of services  involving the payment by any party of more
               than Fifty Thousand Dollars ($50,000.00) or having a term greater
               than one year;



                                       10
<PAGE>


       (x)     Powers of Attorney;

      (xi)     Performance Bonds; and

     (xii)     Contracts which commit Aptus to a volume guarantee or price level
               and are not terminable within six (6) months.

          All  Material  Contracts  are valid and  binding and in full force and
effect,  except as would not have a Material  Adverse Effect.  There has been no
breach of any  Material  Contract by Aptus,  that would have a Material  Adverse
Effect  which  has not been  cured or  waived.  True and  correct  copies of all
Material  Contracts and all material  amendments  thereto have been delivered or
made available to Buyer.

          NEI is not a party to any lease, contract or commitment of any kind.

          3.14  Inventory.

               3.14.1  Schedule 3.14 lists the amount of inventory held by Aptus
for incineration or disposal by other means. The list indicates inventory levels
at the end of each  calendar  month  for the  past  twelve  (12)  months  and is
categorized by type of waste. All inventory conforms to its corresponding  waste
profile,  except to the  extent  that  nonconformance  would not have a Material
Adverse Effect.

               3.14.2  Inventory on the December 1994 Balance Sheet,  other than
inventory held for  incineration or other disposal as described in 3.14.1 above,
is of such a quantity  that is  historically  usable in the  ordinary  course of
business, and it has not been consigned to third parties.

          3.15 Accounts Receivable.  All of the accounts and notes receivable of
Aptus  represent  amounts  receivable  for  merchandise  actually  delivered  or
services  actually  provided  (or,  in the case of  non-trade  accounts or notes
represent   amounts   receivable   in  respect  of  other   bona-fide   business
transactions),  have arisen in the ordinary course of business,  are not subject
to any  counterclaims  or offsets  and have been  billed and are  generally  due
within 30 days after such billing. All such receivables are fully collectible in
the normal and ordinary course of business, except to the extent of a reserve in
an amount not in excess of the reserve for  doubtful  accounts  reflected on the
balance sheet of Aptus.  Schedule 3.15 hereto sets forth (a) the total amount of
accounts  receivable  of  Aptus  outstanding  as of the  last  day of the  month
immediately  preceding the present month and (b) the agings of such  receivables
based on the following schedule:  0-30 days, 31-60 days, 61-90 days, and over 90
days, from the date of the invoice therefor.

          3.16  Litigation.  Except as set forth on Schedule  3.16,  there is no
Action by any Person by or before any Governmental Authority that is pending or,
to  Seller's  Knowledge,  threatened  in writing  against  NEI,  Aptus or Seller
dealing with the conduct or


                                       11
<PAGE>


operation of the Business  that  involves an amount in excess of Fifty  Thousand
Dollars  ($50,000.00).  Except as set forth on  Schedule  3.16,  NEI,  Aptus and
Seller are not subject to any Order dealing with the conduct or operation of the
Business.

          3.17  Laws and Permits.

               3.17.1  Compliance  with Laws.  Except as  disclosed  on Schedule
3.17.1, Aptus is in compliance with all federal, state and local laws, statutes,
rules and  regulations  in effect as of the Closing Date that are  applicable to
Aptus, except where such noncompliance would not have a Material Adverse Effect.

               3.17.2 Permits and Licenses. All Permits required by any federal,
state,  local or foreign law, rule or regulation and necessary for the operation
of Aptus as of the Closing Date have been obtained.  Aptus is in compliance with
all Permits in  connection  with the operation of the Business as of the Closing
Date, except where  noncompliance  would not have a Material Adverse Effect. All
Permits  are  current,  valid  and in full  force  and  effect  and  will not be
terminated  by  the  consummation  of  the  transactions  contemplated  by  this
Agreement. A listing of all Permits is set forth on Schedule 3.17.2 and complete
and correct copies of each have been made available to the Buyer.  Except as set
forth  in  Schedule  3.17.2,   neither  NEI  or  Aptus  has  received  from  any
Governmental  Authority  any  claim  or  notice  of any  violation  or  possible
violation, of any building, zoning, fire, health,  employment,  environmental or
other  laws,  ordinances,  rules  or  regulations  relating  to its  properties,
premises,  business or employees, within the past five (5) years with respect to
environmental  matters or within the past three (3) years with  respect to other
matters, nor has either received any notice that any revocation or limitation of
any license, permit, certificate,  approval or other authorization is threatened
or pending.  Aptus has  complied  or,  with  respect to any such claim or notice
received within the prior 60 days, will resolve such claims or notices disclosed
in  Schedule  3.17.2  and there are no  outstanding  issues  resulting  from any
environmental,  health and safety  inspections  conducted  by federal,  state or
local  regulatory  bodies except as listed on Schedule 3.17.2 which would have a
Material Adverse Effect.

          3.18  Environmental Matters.

               3.18.1  Except as set forth in Schedule  3.18.1,  neither NEI nor
Aptus has  received  written  notice  from any third  party  including,  without
limitation any Governmental Authority, (i) that any Hazardous Substance which it
has generated, transported or disposed of, has been found at any site at which a
Governmental  Authority or other Person has conducted,  plans to conduct, or has
demanded  that NEI or Aptus conduct a remedial  investigation,  removal or other
response action pursuant to any  Environmental  Law; or (ii) that it is or shall
be a named  party to any claim,  action,  cause of action,  complaint,  legal or
administrative  proceeding  arising  out of any  Person's  incurrence  of costs,
expenses,  losses or  damages  of any kind  whatsoever  in  connection  with the
presence or release of Hazardous Substances.



                                       12
<PAGE>

               3.18.2 Except as set forth in Schedule 3.18.2:  (i) no portion of
the real  property or other assets of NEI or Aptus has been used by NEI or Aptus
for the handling, processing, storage or disposal of Hazardous Substances except
in compliance with applicable  Environmental  Laws,  Permits,  and Real Property
Leases,  unless any such  non-compliance  would not have,  or not be  reasonably
expected  to  have,  a  Material  Adverse  Effect;  (ii)  in the  course  of any
activities  conducted  by  NEI or  Aptus,  no  Hazardous  Substances  have  been
generated  or are  being  used on such  properties  except  in  compliance  with
applicable Environmental Laws, Permits, and Real Property Leases unless any such
non-compliance  would not have, and would not be reasonably  expected to have, a
Material Adverse Effect; and (iii) to the best of Seller's knowledge,  (I) there
have been no releases of Hazardous  Substances  on, upon,  from or into any real
property  owned  or  leased  by NEI or  Aptus  which  would  have,  or  would be
reasonably expected to have, a Material Adverse Effect; (II) no underground tank
or other underground  storage receptacle for Hazardous  Substances is located on
such properties; and (III) no friable asbestos is located on such properties.

               3.18.3  Schedule  3.18.3  hereto lists by category or  individual
item all environmental  inspections,  investigations,  studies,  audits,  tests,
data, reviews or other analysis conducted by or on behalf of NEI or Aptus in the
past five (5) years in relation to  compliance  with  Environmental  Laws at any
property or business now or previously owned, operated or leased by NEI or Aptus
which have been  submitted  to a  Governmental  Authority  or conducted by or on
behalf  of  any  Governmental  Authority  and  submitted  by  such  Governmental
Authority to NEI or Aptus,  true and correct  copies of which have been provided
or made available to Buyer.

               3.18.4 To the best of Seller's  knowledge,  neither NEI nor Aptus
has disposed of any Hazardous  Waste or PCBs generated by Aptus or its customers
(or under applicable  Environmental  Laws deemed to have been generated by Aptus
or its customers) at any facility, except these set forth on Schedule 3.18.4.

          3.19  Patents, Trademarks and Similar Rights.

               3.19.1 Intellectual Property. Schedule 3.19 sets forth a true and
complete list of all patents,  patent applications,  customized software,  trade
names, registered trademarks, registered copyrights and registered service marks
and all  applications  therefor  that are owned,  licensed or used by Aptus (the
"Intellectual  Property") on the date of this Agreement.  Except as set forth on
Schedule  3.19,  Aptus  owns  all  right,  title  and  interest  in  and  to all
Intellectual  Property  necessary  to the conduct of its  business as  presently
conducted,   subject  to  no  Lien  or  restriction  (including  confidentiality
agreements).  To Seller's knowledge,  Aptus has not suffered any infringement or
misappropriation  of any  Intellectual  Property.  No Action is  pending  or, to
Seller's   Knowledge,    threatened   asserting   any   such   infringement   or
misappropriation by Aptus.

               3.19.2  Licenses;  Infringement.  Schedule 3.19 sets forth a true
and


                                       13
<PAGE>


complete  list,  as  of  the  date  of  this  Agreement,  of  all  licenses  for
Intellectual  Property between Aptus and any other entity. All such licenses are
valid and in full force and effect.  Except as set forth on Schedule 3.19, there
is no pending  or, to  Seller's  Knowledge,  threatened,  Action  against  Aptus
contesting,  its rights to or the validity of any Intellectual  Property that it
owns or licenses.

          3.20  Employees.

               3.20.1 Employees.  Schedule 3.20.1 lists all of the employees who
perform  the  majority  of their work for Aptus as of the most  recent  date for
which such  information is available  ("Employees")  and sets forth the position
and job classification of each such Employee as of that date,  together with the
following  additional  information:  employer  (if other than  Aptus),  location
employed, date of hire, accrued vacation, and status (active, union/nonunion, on
worker's  compensation,  disability,  lay-off or leave).  Seller has  separately
provided to Buyer information relating to the compensation of all Employees.

               3.20.2 Unions.  Except as set forth on Schedule 3.20.2, there are
no collective  bargaining agreements or other union agreements applicable to any
Aptus  location.  Since  January  1,  1994,  there has not been and there is not
presently pending or existing any strike,  slowdown,  picketing,  work stoppage,
labor  arbitration  or proceeding in respect of the grievance of any employee or
other labor dispute against or affecting  Aptus or threatened  against Aptus. No
application  for  certification  of  a  collective   bargaining  unit  has  been
instituted  or is  pending  or,  to the  best  knowledge  of  Seller,  has  been
threatened.  Seller has not received any written  notification  or threat of any
work  stoppage or other labor  dispute.  There is no lock-out of any employee by
Aptus nor is Seller contemplating or threatening a lock-out.  Aptus has complied
and is in  compliance  with  all  laws  relating  to the  employment  of  labor,
including,  without limitation,  any provisions thereof relating to wages, hours
and  collective  bargaining  except where failure to comply with such laws would
not have a Material Adverse Effect.

               3.20.3  Employee and Consulting  Contracts.  Except as listed and
described in Schedule 3.20.3, the directors,  officers,  employees and agents of
Aptus are not covered by any written contract, agreement,  indenture, instrument
or commitment  providing for a specified  notice of termination or fixed term of
employment.  Schedule  3.20.3 hereto  contains  list of all written  employment,
service, agency, consulting,  termination and severance contracts and agreements
currently  in  effect  entered  into  by  Aptus  with  or for  any or all of its
directors, officers, employees, agents, consultants or independent contractors.

               3.20.4 NLRB.  Except as set forth in Schedule 3.20.4, to Seller's
Knowledge,  no Aptus  location is engaged  in, nor has it  received  any written
notice of any unfair labor  practice,  and no such complaints are pending before
the National Labor Relations Board or any other Governmental Authority.

          3.21  Employee Benefits.



                                       14
<PAGE>

               3.21.1  Plans.  Schedule  3.21.1  lists,  as of the  date of this
Agreement,   each  written  pension,   retirement,   profit-  sharing,  deferred
compensation,  bonus, incentive,  performance, stock option, stock appreciation,
phantom stock,  stock  purchase,  restricted  stock,  medical,  hospitalization,
vision,  dental or other health,  life,  disability,  severance,  termination or
other  employee  benefit  plan,  program,   arrangement,   agreement  or  policy
(including each ERISA Plan)  (collectively,  "Plans") which currently covers any
Employee and to which Aptus or Seller on behalf of Aptus  currently  contributes
(each, an "Employee  Benefit Plan").  Except as set forth in Schedule 3.21.1, on
the date of this Agreement  each Employee  Benefit Plan complies in all material
respects,  and has been operated and administered in all material  respects,  in
accordance with all applicable requirements of all Laws, including ERISA and the
Code, and no "reportable  event",  "prohibited  transaction"  (as such terms are
defined in ERISA and the Code, as applicable)  or termination  has occurred with
respect to any Employee  Benefit Plan. Each ERISA Plan intended to qualify under
Section 401(a) of the Code has received a ruling or determination letter or will
file for such determination letter within the applicable period, concluding that
such ERISA Plan so qualifies,  and to Seller's Knowledge, no event has occurred,
amendment  been adopted or action been taken that would cause such ERISA Plan to
lose its qualified status.

               3.21.2 Records.  Seller has delivered or made available to Buyer,
on or before the date of this  Agreement,  copies of each Employee  Benefit Plan
and any amendments  thereto and any related trust agreement,  and, if applicable
(a) the most recent actuarial  valuation report, (b) the last filed Form 5500 or
5500-C,  (c) the summary plan description  currently in effect for each Employee
Benefit  Plan and all material  modifications  thereto,  (d) the last  financial
statements for each Employee Benefit Plan and its related trust, if any, (e) the
most recent  determination  letter issued with respect to each Employee  Benefit
Plan, and (f) a sample form of loan document under the Savings Program.

               3.21.3 Actions.  Except as set forth on Schedule  3.21.3,  on the
date of this Agreement,  there are no Actions pending (other than routine claims
for  benefits)  or, to  Seller's  Knowledge,  threatened,  with  respect  to any
Employee Benefit Plan.

               3.21.4 Funding.  All contributions  required under applicable Law
or the  terms of any Plan to be made by Seller on behalf of Aptus or Aptus to an
Employee  Benefit  Plan  have  been  made  within  the  time  prescribed  by the
applicable Law or Plan. There does not exist, on the date of this Agreement, any
accumulated  funding  deficiency as to any ERISA Plan, nor has any waiver of the
minimum  funding  standards  been issued with respect to any ERISA Plan.  On the
date of this  Agreement  the fair market value of the assets of the Pension Plan
does not equal or exceed the  actuarial  present  value of all accrued  benefits
under such ERISA Plan,  including  early  retirement  subsidies,  plant  closing
benefits  and all other  amounts  considered  to be benefit  liabilities  upon a
standard  termination  of a defined  benefit  plan subject to Title IV of ERISA,
with the said  actuarial  present value being  determined by  application of the
actuarial methods and assumptions  applied by such ERISA Plan's enrolled actuary
at the most recent annual valuation of such ERISA Plan.


                                       15
<PAGE>



               3.21.5  Multiemployer Plans.  On the date of this
Agreement:

               (a)  Schedule  3.21.5  sets  forth  the  ERISA  Plans  which  are
"multiple employer" plan within the meaning of Section 4063 or 4064 of ERISA;

               (b) no ERISA Plan is a "multiemployer plan" within the meaning of
Section 4001(a)(3) of ERISA or other applicable employee benefit legislation;

               (c)  Aptus  has no  primary  or  secondary  liability  under  the
provisions of Section 4204 of ERISA or any agreement  entered into in accordance
with the provisions of that Section; and

               (d) neither  Seller nor Aptus has (i) engaged in any  transaction
that could  result in the  imposition  of any  material  liability  pursuant  to
Section 4069 or 4212 of ERISA or (ii) incurred any material  liability  under or
pursuant  to Title I or IV of ERISA or the penalty or excise tax  provisions  of
the Code relating to employee  benefit plans,  and no event or condition  exists
with  respect  to  Seller or Aptus  that may  result  in the  imposition  of any
material liability with respect to Buyer, Seller or Aptus or pursuant to Title I
or IV of ERISA or the penalty or excise tax  provisions  of the Code relating to
Employee Benefit Plans.

               3.21.6 Acceleration of Benefits.  Except as set forth on Schedule
3.21.6,  on the date of this Agreement,  the  consummation  of the  transactions
contemplated  by this Agreement will not result in any increase in the amount of
compensation  or benefits or accelerate  the vesting or timing of payment of any
benefits  payable to or in respect of any  Employee  or former  Employee  or the
beneficiary or dependent of any Employee or former Employee.

          3.22  Taxes.

               3.22.1 Returns. All Covered Returns relating to NEI or Aptus that
were required to be filed on or before the Closing have or will be timely filed.
All Covered  Taxes shown on such  Covered  Returns that are payable on or before
the Closing Date by NEI or Aptus or are  chargeable  as a Lien upon any of their
assets  have been paid to the  extent due and  payable on or before the  Closing
Date.  All Covered Taxes required to be withheld by or on behalf of NEI or Aptus
have been  withheld,  and such withheld  Covered Taxes have been duly and timely
paid to the proper Governmental Authorities or are being properly held by NEI or
Aptus for such payment.

               3.22.2  Extensions.  Except as set forth on Schedule  3.22.2,  no
Contract  extending  the period of assessment or collection of any Covered Taxes
for which NEI or Aptus  would be held liable has been  executed or filed,  on or
before the date of this  Agreement,  with the  Internal  Revenue  Service or any
other Governmental Authority.


                                       16
<PAGE>



               3.22.3 Affiliated Groups. Except as set forth on Schedule 3.22.3,
neither NEI nor Aptus is (a) a member of any combined, consolidated,  affiliated
or unitary  tax group (an  "Affiliated  Group") for  purposes of filing  Covered
Returns or paying Covered Taxes or (b) a party to or bound by any tax sharing or
similar Contract with respect to Covered Taxes.

               3.22.4  Audits.  Except  as set  forth  on  Schedule  3.22.4,  to
Seller's  Knowledge,  (a) no unresolved  issue has been raised in writing by any
Governmental  Authority in the course of any audit with respect to Covered Taxes
for which NEI or Aptus would be held liable and (b) no taxing  authority  is now
asserting or  threatening to assert against NEI or Aptus any deficiency or claim
for additional  Covered Taxes or any  adjustment of Covered  Taxes.  To Seller's
Knowledge, there is no reasonable basis for any such assertion.

          3.23 Brokers. Except as set forth on Schedule 3.23, as to which Seller
agrees to indemnify  Buyer,  no Person is or will become entitled to receive any
brokerage  or  finder's  fee,  advisory  fee or other  similar  payment  for the
transactions  contemplated by this Agreement  because it was engaged by or acted
on behalf of Seller.

          3.24 No Subsidiaries  or Investments.  Aptus has no Subsidiary nor any
investment or  participation  in any other Person.  NEI has no Subsidiary  other
than Aptus nor any investment or participation in any other Person.

          3.25  Sufficiency  of  Assets.  The  assets  of Aptus,  including  the
Transferred  Assets,  together  with the rights and interests of Aptus under the
Material Contracts and the Material Leases, constitute all of the assets, rights
and/or interests which are used in, and are sufficient for, the operation of the
Business as it is currently being conducted in all material respects.

          3.26 Bank  Accounts.  Schedule 3.26 hereto sets forth the name of each
bank in which Aptus has an account or safe deposit box, the identifying  numbers
or symbols thereof and the names of all persons authorized to draw thereon or to
have access thereto. NEI has no bank accounts.

          3.27 Certain Relationships. Seller has provided to Buyer access to the
conflicts of interest forms required to be completed by all Employees. Except as
disclosed on Schedule  3.27,  neither Seller nor any Affiliate is a party to any
agreement with Aptus that will extend past Closing.

          3.28  Full Disclosure.

               Section 3.28.1 To Seller's Knowledge,  this Agreement,  including
the  representations  and warranties and schedules,  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements herein not


                                       17
<PAGE>


misleading in light of the circumstances under which they were made.

               Section  3.28.2  There is no fact known to the persons  listed on
Schedule 13 and not  disclosed to Buyer which has a Material  Adverse  Effect or
could reasonably be expected to have a Material Adverse Effect.

          3.29 Sophisticated  Seller. Seller is an "accredited investor" as that
term is used in Section 4.5 hereto and has  sufficient  knowledge and experience
in financial  and business  matters so as to enable it to evaluate the risks and
merits  inherent in the  Securities  which comprise the Purchase  Price.  Seller
acknowledges  receipt and review of copies of Buyer's most recent  Annual Report
to  Shareholders,  Proxy  Statement,  Form  10-K  and  other  filings  with  the
Securities Exchange Commission and has had access to such information concerning
Buyer as it has felt necessary or appropriate for its evaluation.

          3.30  Schedule  References.  Any  item  disclosed  in one  Section  or
Schedule  shall be deemed to be disclosed in any other Section or Schedule where
such  disclosure  is  relevant,  even if  there is no  express  cross-reference,
provided that the relevance of the disclosure is reasonably apparent. Disclosure
of items that may or may not be required to be disclosed by this  Agreement does
not mean that such items are material or create a standard of materiality.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer makes the following representations and warranties to Seller:

          4.1  Organization;  Power and Authority.  Buyer is a corporation  duly
organized,  validly  existing and in good  standing  under the laws of Delaware.
Buyer has all  corporate  power  needed to  execute,  deliver  and  perform  its
obligations under this Agreement and to consummate the transactions contemplated
hereby.

          4.2 Authorization, Execution and Validity. The execution, delivery and
performance  by Buyer of this  Agreement  and the  consummation  by Buyer of the
purchase  of the Shares have been duly  authorized  by all  necessary  corporate
action.  This  Agreement  has been duly and validly  executed  and  delivered by
Buyer,  constitutes its valid and binding obligation and is enforceable  against
Buyer in accordance with its terms.

          4.3  No  Conflict;   Buyer  Consents.  The  execution,   delivery  and
performance by Buyer of this Agreement will not (a) violate any Law, (b) violate
any Charter  Document of Buyer,  (c) require any Consent  from any  Governmental
Authority,  or (d) breach any material  Contract to which Buyer is a party or by
which it is bound.

          4.4  Brokers.  No Person is or will  become  entitled  to receive  any
brokerage


                                       18
<PAGE>

or finder's  fee,  advisory fee or other  similar  payment for the  transactions
contemplated  by this Agreement  because it was engaged by or acted on behalf of
Buyer.

          4.5 Purchase for Investment. Buyer is acquiring the Shares for its own
account for investment and not with a view to their sale or distribution.  Buyer
understands that the Shares have not been registered under the Securities Act of
1933, as amended,  or under relevant state  securities laws (the "Acts").  Buyer
further  understands  that the  Shares  cannot  be sold  except  pursuant  to an
effective   registration   statement,   an  exemption  from  such   registration
requirements and in compliance with the Acts. Buyer is an accredited investor or
institutional  investor under the Acts,  and Buyer has sufficient  knowledge and
experience in financial and business  matters so as to enable it to evaluate the
risks and merits of purchasing the Shares and is capable of bearing the economic
risks of such investment.  Buyer has had access to such  information  concerning
NEI and Aptus as Buyer has felt necessary or appropriate for its evaluation.

ARTICLE 5

COVENANTS OF SELLER

          Seller hereby covenants and agrees with Buyer as follows:

          5.1  Cooperation  by Seller.  Subject to its rights under  Article 10,
prior to the Closing, Seller will use all reasonable efforts to take all actions
and to do all things  necessary  or  advisable to  consummate  the  transactions
contemplated  by this Agreement and to cooperate  with Buyer in connection  with
the  foregoing,  including  using  reasonable  efforts  to obtain  any  Consents
contemplated by Section 3.8. However,  Seller shall have no obligation to change
any Permit or make any payment to obtain any Consent.

          5.2 Pre-Closing  Access to  Information.  From the date hereof through
the Closing Date, Seller shall, subject to applicable  contractual  obligations,
afford to  Buyer,  its  accountants  and its  counsel  reasonable  access,  upon
reasonable notice, to all of the relevant  properties,  books and records of NEI
and  Aptus  that  Buyer   needs  to   complete   its  due   diligence.   Buyer's
representatives  shall  be  permitted  to make  and  remove  photocopies  of any
documents.  Seller shall cause the  representatives  of NEI and Aptus to give to
the Buyer the fullest  cooperation  with the object of  providing  access to the
assets  and to all  information  as the  Buyer  may deem  necessary.  The  above
described  access  shall not  extend to books and  records  or self-  evaluative
audits subject to attorney-client  privilege. In addition to the foregoing, upon
prior written notice to Seller, and in the company of Aptus's representative, if
Seller so requests, the Buyer shall have access to the customers of Aptus. Buyer
shall direct all requests for information to:



                                       19
<PAGE>

               David A. Brakoniecki, Esquire
               Westinghouse Electric Corporation
               Room 1750
               11 Stanwix Street
               Pittsburgh, Pennsylvania  15222-1384

          5.3  Conduct of Business.

               5.3.1 Business in Ordinary  Course.  From the date hereof through
the Closing Date, Seller shall use all reasonable efforts to cause Aptus to: (a)
preserve its relationships with suppliers,  customers,  Employees, creditors and
Governmental Authorities,  (b) maintain their existing insurance coverage in all
material  respects,  (c) perform their obligations under the Material  Contracts
and Material  Permits in all material  respects,  (d) comply with all applicable
Laws in all  material  respects  and (e)  conduct its  business in the  ordinary
course and consistent with past practice. Except as contemplated by Section 5.14
hereto  (Intercompany  Accounts) or unless otherwise required by this Agreement,
without the consent of Buyer, Seller will not permit Aptus to:

       (i)     amend its Charter Documents in any material respect;

      (ii)     issue, sell or transfer any equity securities;

     (iii)     incur any debt for borrowed money, or guaranty any debt;

      (iv)     sell, assign,  transfer or permit the creation of any Lien (other
               than  Permitted  Liens)  on any of its (x)  assets,  or (y)  real
               property,  provided  that the sale of assets  entered into in the
               ordinary  course of  business  and  involving  the payment by any
               party of less than Fifty Thousand Dollars  ($50,000.00)  shall be
               permitted;

       (v)     enter into (x) any Material  Contract outside the ordinary course
               of business or (y) any customer  contract  which commits Aptus to
               a volume  guarantee or price level  and is not terminable  within
               six (6) months, provided that (z)  contracts or orders for future
               purchase or delivery of goods or rendition   of services  entered
               into in the  ordinary  course  of  business  and  involving   the
               payment  by  any  party  of  less  than  Fifty  Thousand  Dollars
               ($50,000.00) shall be permitted;

      (vi)     amend or  terminate  any  Material  Contract or  Material  Permit
               outside the ordinary course of business;

     (vii)     waive any right,  forgive any debt (other than intercompany debt)
               or release any claim,  except in the ordinary course of business,
               if such  waiver,  forgiveness  or  release  would have a Material
               Adverse Effect;


                                       20
<PAGE>



    (viii)     change  its  current  practices  with  respect to the  payment of
               accounts  payable at forty-five (45) days (or as otherwise agreed
               to with the vendor); or

      (ix)     agree to take any of the actions described in
               Sections 5.3(i) through 5.3(viii).

               5.3.2 Buyer's  Consent.  If Seller gives written  notice to Buyer
that Aptus  proposes  to take any action for which  Buyer's  consent is required
under Section 5.3.1 and if Buyer has not delivered within five (5) business days
of Seller's notice Buyer's written objection to the proposed action, Buyer shall
be deemed to have consented to the action  described in Seller's  notice.  Buyer
shall not  unreasonably  withhold its consent  under Section 5.3.1 to any action
taken or to be taken by Aptus.

               5.3.3 Representations and Warranties. Seller shall use reasonable
efforts,  and shall  cause  Aptus to use  reasonable  efforts,  to  conduct  its
business in such a manner that at the Closing the representations and warranties
of Seller  contained in this Agreement  shall be true and correct as though such
representations  and warranties  were made on, as of, and with reference to such
date.  Seller will promptly notify the Buyer in writing of (i) any event or fact
which causes a breach of any of its  representations,  warranties,  covenants or
agreements, or (ii) the occurrence of any condition or development (exclusive of
general economic factors  affecting  business in general) of a nature that is or
may be reasonably expected to have a Material Adverse Effect.

          5.4  Further Assurances.

               5.4.1  Additional  Documents.  Subject  to the  other  terms  and
conditions of this Agreement,  at any time and from time to time, whether before
or after the  Closing,  Seller  shall  execute and deliver all  instruments  and
documents  and take all other  action  that  Buyer  may  reasonably  request  to
consummate or to evidence the consummation of the  transactions  contemplated by
this Agreement.

               5.4.2 Certain Consents.  Notwithstanding anything to the contrary
in this Agreement, this Agreement shall not constitute an agreement to assign or
transfer any interest in any Contract,  Lease,  Agreement or other instrument or
arrangement  or any  claim,  right or  benefit,  or an  agreement  to assume any
liability,  obligation or commitment arising thereunder or resulting  therefrom,
if an  assignment  or  transfer  or an  attempt  to make such an  assignment  or
transfer  without  the Consent of a third  party  would  constitute  a breach or
violation  thereof  or a breach of Law,  or affect  adversely  the rights of the
Buyer or the Seller, or Aptus thereunder;  and any transfer or assignment to, or
any  assumption  by,  Buyer of any  interest  in, or  liability,  obligation  or
commitment  under,  any such Contract,  Lease,  Agreement or other instrument or
arrangement  that requires the Consent of a third party shall be made subject to
such  Consent  being  obtained.  Prior to the  Closing,  each party will use all


                                       21
<PAGE>


reasonable  efforts and cooperate in obtaining all Consents  necessary to effect
the transfer of all such Contracts, Leases, Agreements and other instruments and
arrangements  as  contemplated  hereby,  provided  that,  neither party shall be
required to pay or commit to pay any amount to (or incur any obligation in favor
of) any Person from whom any such  Consent may be required  (other than  nominal
governmental filing fees payable to any governmental authority or any fees which
may be imposed under Section 3.10.3).

In the event any such Consent is not  obtained on or prior to the Closing  Date,
the parties will cooperate in any lawful and  reasonable  arrangement to provide
that the Buyer shall receive the benefits under any Contract,  Lease,  Agreement
or other  instrument or arrangement  not assigned and transferred at the Closing
by  reason  of  the  failure  to  obtain  such  Consent  (a  "Non-   Transferred
Instrument"),  including,  if  necessary,  at the  request and expense of Buyer,
enforcing  performance by any third party of its  obligations in respect of such
Non-Transferred Instrument;  provided that Seller shall bear the expense of such
enforcement to the extent it relates to Seller's  failure to obtain such consent
prior to Closing; and provided that, to the extent the parties are successful in
providing the benefits of such Non-  Transferred  Instruments to the Buyer,  the
Buyer will pay, honor and discharge when due all  liabilities,  obligations  and
commitments  of the  Seller or Aptus  related  thereto  to the extent due to the
operations  of  Aptus  conducted  after  the  Closing  Date.  Seller  shall  use
reasonable efforts to obtain any consents necessary with respect to the transfer
of Permits.  Primary  responsibility  shall rest with Seller and Buyer agrees to
fully cooperate.

          5.5  Supplements  to  Schedules.  If prior  to  Closing,  to  Seller's
Knowledge,  any  event  occurs  or  condition  changes  that  causes  any of its
representations  or warranties in this Agreement to be inaccurate as of any date
that is relevant for the  particular  representation  or warranty,  Seller shall
notify  Buyer in  writing.  With  Buyer's  consent,  Seller may  supplement  the
Schedules  to account  for such event or change.  Buyer need not  consent if the
change  discloses  an item  that is  material  or is in  violation  of  Seller's
covenants under this Agreement. The supplemental Schedules will cure and correct
any breach of any representation or warranty that otherwise would have existed.

          5.6 Certain  Financial  Covenants.  At Closing,  Seller shall have (i)
satisfied  all  long-term  liabilities  required to be  disclosed as such on the
balance sheet of NEI or Aptus (other than capitalized leases);  (ii) contributed
sufficient  cash to Aptus such that at Closing,  Aptus shall have a cash account
of not  less  than  One  Million  Dollars  ($1,000,000)  (the  "Working  Capital
Advance");  and (iii)  canceled any  indebtedness  or amounts  owing from NEI or
Aptus to Seller or any Affiliate of Seller by classifying  such  indebtedness as
additional  capital  provided  by  parent  company  and  reflected  as  such  in
shareholder's equity (if not already so classified). The Working Capital Advance
is (a) not to be used by  Seller  or  Aptus  prior to  Closing  to  satisfy  any
liabilities  or  obligations  of Aptus  and must be  available  in full to Buyer
immediately after Closing; (b) not to be included as part of the assets of Aptus
for purposes of calculating the Final Adjusted Net Worth;  and (c) to be treated
as an interest free advance by Seller to Buyer.  Aptus or Buyer shall repay this
advance in accordance with Section 6.7.



                                       22
<PAGE>


          5.7 Exclusive Dealing. Seller agrees not to enter into or continue any
discussions or negotiations  relating to the sale of Aptus or the Business prior
to March 31, 1995 or, in the event this Agreement is extended, prior to the date
this Agreement terminates.

          5.8  Closure and Post Closure Costs and Financial
Assurances.

               5.8.1  Closing  Date  Closure  and  Post-Closure  Costs  Defined.
Closure and post-closure  costs with respect to the three primary  facilities of
Aptus (Aragonite, Utah; Coffeyville,  Kansas; and Lakeville, Minnesota) pursuant
to 40 C.F.R.  Section 265.110 et seq and as implemented by applicable  state and
federal  regulatory  agencies  as of the date of  Closing,  shall be referred to
herein as "Closing Date Closure and Post-Closure Costs."

               5.8.2 Financial Assurances Defined. Statutorily imposed financial
assurances  provided  to various  state and  federal  regulatory  agencies  with
respect to Closing Date Closure and Post-Closure  Costs,  pursuant to 40 C.F.R.,
Section 265.140 et seq, shall be referred to herein as "Financial Assurances."

               5.8.3 Increases in Costs or Required Assurances.  For purposes of
this Section 5.8, the amount of Closing Date Closure and Post-Closure  Costs and
Financial  Assurances  shall be fixed at the date of Closing.  Any  increases in
Closing Date Closure and  Post-Closure  Costs or Financial  Assurances,  whether
brought about by inflation factors, facility changes or additions, or changes in
applicable law, shall be the responsibility of Buyer and Aptus.

               5.8.4 Insurance Premium Payments. At Closing, Seller shall pay to
an insurance company designated by Buyer a premium payment on behalf of Buyer in
the amount of One Million, Five Hundred Thousand Dollars ($1,500,000.00).  Buyer
agrees  make a similar  premium  payment  in the  amount of One  Million,  Seven
Hundred and Fifty Thousand  Dollars  ($1,750,000.00).  The total amount of Three
Million, Two Hundred and Fifty Thousand Dollars ($3,250,000.00) shall be applied
to Buyer's  insurance  program  for the purpose of  satisfying  a portion of the
Financial Assurances.

               5.8.5  Letters of Credit.

5.8.5.1 For the period  beginning on the date of Closing and ending on the third
anniversary  thereof,  Seller shall procure and/or maintain in effect letters of
credit in an amount equal to the Financial  Assurances  less the Three  Million,
Two Hundred and Fifty Thousand Dollars  ($3,250,000.00)  provided for in Section
5.8.4 above,  provided that Seller's  obligation with respect to such letters of
credit   shall  not  exceed  an  aggregate  of   Twenty-five   Million   Dollars
($25,000,000.00).  Buyer shall reimburse Seller for the amount charged to Seller
by its lender or lenders for  providing  the  letters of credit.  For letters of
credit in  effect  prior to the date of  Closing,  this  reimbursement  shall be
limited to a  reimbursement  for the  prorated  cost  relative to the period the
letters of credit are in effect


                                       23
<PAGE>


after the date of Closing.  Payment shall be made in cash,  without deduction or
offset,  within ten (10) business days of Buyer's receipt of proof of payment by
Seller.  The letters of credit  shall be provided  by Seller  without  recourse,
except as provided  below.  In the event that all or a portion of the letters of
credit  are  collected  upon  for any  reason,  Seller  shall  have no  right of
indemnity or other claim against Buyer  arising  therefrom;  provided that Buyer
agrees to indemnify and hold harmless Seller from and against  Damages  relative
to its  providing  the  letters  of credit to the  extent  arising  from (a) any
Increases in Costs or Required  Assurances set forth in Section  5.8.3;  (b) any
failure of Buyer to replace  the letters of credit  with  alternative  financial
assurances  at the end of the three (3) year period  specified  herein;  (c) any
voluntary  facility closure initiated by Buyer; or (d) any violation of a permit
by Buyer or its Subsidiaries, or any negligent acts or omissions of Buyer or its
Subsidiaries, that result in the closure of a facility.

                    5.8.5.2 For the period beginning on the third anniversary of
the date of Closing and ending on the fifth  anniversary of the date of Closing,
responsibility for satisfying the Financial  Assurances and obtaining letters of
credit  shall  rest with  Buyer.  Seller  shall  reimburse  Buyer for the amount
charged to Buyer by its lender or lenders for providing  letters of credit in an
amount equal to the Financial Assurances less the Three Million, Two Hundred and
Fifty  Thousand  Dollars  ($3,250,000.00)  provided for in Section  5.8.4 above,
provided that Seller's  obligation with respect to such  reimbursement  shall be
limited to  letters of credit in the  aggregate  amount of Twenty  Five  Million
Dollars  ($25,000,000.00).  Payment shall be made in cash,  without deduction or
offset, within ten (10) business days of Seller's receipt of proof of payment by
Buyer.  Should  Buyer  choose to satisfy  its  obligation  to provide  Financial
Assurances by some  alternative  method,  it may, upon presenting proof that the
alternative  method is acceptable to the applicable federal and state regulatory
agencies,  require  that Seller  reimburse  it for the amount that its lender or
lenders would have charged for the letters of credit.

                    5.8.5.3 This Section 5.8 contemplates  that a portion of the
letters of credit already being provided by Seller immediately prior to the date
of Closing in order to satisfy the Financial  Assurances  will be replaced by an
insurance  certificate  issued by the insurance  company of Buyer  designated in
Section  5.8.4.  The  parties   recognize  that  there  may  be  some  delay  in
accomplishing  this  replacement.   Accordingly,   and  notwithstanding  Section
5.8.5.1,  for a period of time  equal to the  lesser of thirty  (30) days or the
date on which said insurance certificate is issued, Seller agrees to maintain in
effect all letters of credit already being provided by Seller  immediately prior
to the date of Closing to  satisfy  the  Financial  Assurances.  Buyer  shall be
obligated  to  reimburse  Seller  for  the  cost of the  letters  of  credit  in
accordance with Section 5.8.5.1.

                    5.8.5.4 The letters of credit  provided by Seller in 5.8.5.1
above shall be issued by a lender chosen by Seller, shall designate Aptus as the
applicant  and shall  designate  the relevant  governmental  authorities  as the
beneficiaries.  Notwithstanding  the  designation  of  Aptus  as the  applicant,
Seller's  lender shall issue the letters of credit based solely on the credit of
Seller and shall have no recourse against Aptus.


                                       24
<PAGE>


          5.9 Right to Seller  Business Post  Closing.  For a period of five (5)
years from the Closing Date,  Seller shall include Buyer on its approved list of
vendors that provide off- site Hazardous Waste  incineration  disposal services.
Buyer will  remain on the  Approved  Vendor  list during this time to the extent
Buyer's  facilities  maintain their  permitted  status and are not barred by any
governmental  agency from accepting  waste in accordance  with U.S. EPA's CERCLA
off-site rule found at 40 CFR 300.440 et seq. or under imminent  threat of being
so barred by any governmental agency. Seller will send a notice to its operating
divisions and facilities  informing  them of Buyer's  inclusion on such Approved
Vendor list. In addition,  Buyer will be afforded the  opportunity to bid on any
project work originating with the Seller's corporate Environmental Affairs group
during this five (5) year period,  that requires  Hazardous  Waste  incineration
services.  For purposes of this Section,  Buyer shall include any  Subsidiary of
Buyer.

          5.10 Right to Seller Intellectual  Property Post Closing. For five (5)
years after Closing,  Seller, to the extent legally and contractually  possible,
shall provide  technology  directly  relating to the  incineration  of Hazardous
Waste to Buyer for Buyer's review.  If Buyer desires,  Seller will grant Buyer a
nonexclusive, nonassignable, nontransferable, royalty-free license in perpetuity
to use the technology for the  incineration  of Hazardous Waste and for no other
purpose.  Seller  will not be  liable to Buyer for the  accuracy  or  commercial
usefulness of the technology. Seller will offer to Buyer access to its technical
personnel,  if  available,  for a period not to exceed  forty (40) man hours per
year.  Buyer, to the exclusion of Seller, is liable for all damages from the use
of the technology by Buyer.  These terms and  conditions  will be set forth in a
license agreement between Seller and Buyer. For purposes of this Section,  Buyer
shall  include  any  Subsidiary  of Buyer.  None of the  technologies  listed in
Section 7.4.1 (j) (i) shall be considered to be incineration technology.

          5.11  MIS and Telecommunications Services Post Closing.


               5.11.1  Seller  provides  to Aptus:  (i)  certain  MIS  services,
including payroll, accounts receivable and collections, general ledger and fixed
assets   applications   (the   "Seller   MIS   Services");   and  (ii)   certain
telecommunications  services,  including  long  distance,  800 service and voice
communications  (the "Seller  Telecommunications  Services").  Seller  agrees to
continue to provide the Seller MIS  Services  and the Seller  Telecommunications
Services to Aptus after Closing  (collectively,  the "Post Closing Services") in
substantially  the same  manner as  provided  prior to  Closing,  and  agrees to
cooperate  with  Buyer in  transferring  such  services  to  applications  to be
provided by Buyer.

               5.11.2  Seller's  obligations  under this Section shall  continue
until the transition to Buyer's  applications is completed,  but not longer than
six (6) months after Closing unless  extended by mutual  agreement (the "MIS and
Telecommunications Transition Period"). Seller and Buyer agree to use reasonable
efforts to effect the transfer of the Post Closing  Services to  applications to
be provided by Buyer as promptly as practicable.


                                       25
<PAGE>



               5.11.3 During the MIS and  Telecommunications  Transition Period,
Seller  shall  provide  the Seller  MIS  Services  pursuant  to the terms of the
agreement   attached  as  Exhibit   5.11.3  (1)  hereto.   During  the  MIS  and
Telecommunications  Transition Period,  Seller shall provide personnel to assist
Buyer in  transferring  the Post Closing  Services at no cost to Buyer or Aptus.
During the MIS and  Telecommunications  Transition Period,  Seller shall provide
the Seller  Telecommunications  Services  to Aptus  pursuant to the terms of the
agreement  attached  as Exhibit  5.11.3 (2)  hereto.  Buyer shall be entitled to
cancel  either  agreement  on thirty (30) days  advance  written  notice with no
further liability or obligation, except for charges which may have accrued up to
the date of termination.

               5.11.4 Seller's  obligation under Section 3.10.3.2 to transfer to
Buyer or Aptus  software  presently  licensed to Seller  shall not require  that
Seller obtain the written consent to a software license transfer if the software
is what is commonly  understood  in the industry to be "shrink  wrap"  software,
provided that the "shrink wrap" software license is not part of a master license
with Seller  that  prohibits  a transfer  to a third  party  without  consent or
payment of a fee.  For a period of three (3) years  after  Closing,  Seller will
indemnify Buyer against any Actions for license fees or infringement made by the
licensors  of such  "shrink  wrap"  software  arising out of the transfer of the
software to Buyer or Aptus hereunder.

          5.12  Intercompany  Accounts.  Between  execution  hereof and Closing,
intercompany  accounts  shall be handled  substantially  in the manner  prior to
Closing. At the Closing Date, intercompany receivables,  payables and loans then
existing  between  Seller,  NEI or Aptus shall be terminated in accordance  with
Section 5.6.

          5.13  Preparation of Financial  Statements.  The Financial  Statements
referred to in Section 3.5 shall  include such detail as is required by Form 8-K
of the Securities Act of 1934 and be prepared at Seller's  expense,  except that
Buyer  agrees to pay one-half of the fees of Seller's  outside  auditors up to a
maximum of Thirty Thousand and 00/100 Dollars ($30,000.00).  Buyer shall, at its
expense,  prepare any pro forma financial statements required in connection with
its Form 8-K filing.  To the extent  additional  audited or unaudited  financial
information  relating to the  operations of NEI or Aptus prior to the Closing is
necessary or desirable in connection  with the  remarketing  of the Bonds or the
registration rights set forth in the Senior Unsecured Debentures or Subordinated
Convertible  Debentures,  the preparation of such financial information shall be
at Seller's cost.

          5.14  [Intentionally Left Blank]

          5.15 Leased Real Property. On or prior to Closing, Seller shall assume
all obligations  under certain Real Property Leases that have been identified by
notation on Schedule 3.9.2 as Leases that Buyer does not require.

          5.16  Certain Environmental Clean-ups.


                                       26
<PAGE>



               5.16.1 Prior to Closing,  or as soon  thereafter as is reasonably
practicable,  Seller  shall clean up and  properly  dispose of the  construction
debris presently stockpiled on the southeast corner of the Coffeyville Facility.

ARTICLE 6

COVENANTS OF BUYER

          Buyer hereby covenants and agrees with Seller as follows:

          6.1  Cooperation  by Buyer.  Subject to its rights  under  Article 10,
prior to the Closing,  Buyer will use all reasonable efforts to take all actions
and to do all things  necessary  or  advisable to  consummate  the  transactions
contemplated  by this Agreement and to cooperate with Seller in connection  with
the  foregoing,  including  using  reasonable  efforts  to obtain  any  Consents
contemplated by Section 4.3.

          6.2 Due  Diligence  Activities.  Each  party  shall  comply  with  the
limitations  on  the  disclosure  and  use  of  information  set  forth  in  the
Confidentiality  Agreement  with  respect to  information  that the other  party
provides in and pursuant to this Agreement.  Buyer shall coordinate its contacts
with  Employees  with  officers  of  Seller  and  shall  not  conduct  any soil,
groundwater or other environmental  sampling in connection with the transactions
contemplated  hereby  without the prior written  consent of Seller.  Buyer shall
refrain from imposing any undue burden upon Aptus and from  interfering with its
operations  while  conducting  due  diligence  activities  and preparing for the
Closing. Buyer has concluded its due diligence investigation of the Business.

          6.3 Further  Assurances.  Subject to the other terms and conditions of
this Agreement,  at any time and from time to time,  whether before or after the
Closing,  Buyer shall execute and deliver all instruments and documents and take
all other action that Seller may reasonably request to consummate or to evidence
the consummation of the transactions contemplated by this Agreement.

          6.4 HSR Act Compliance.  Buyer shall file any notification required to
be filed under the HSR Act to consummate the transactions  contemplated  hereby.
Buyer shall use all reasonable efforts to comply as promptly as practicable with
any request made pursuant to the HSR Act for additional information. Buyer shall
cooperate with Seller in such compliance and shall pay the statutory filing fees
required by the HSR Act.

          6.5 Release from Guarantees. Seller has not guaranteed any obligations
of Aptus,  except  for the  Guarantees  listed on  Schedule  6.5.  Seller  shall
maintain the  Guarantees in effect until the Closing Date, but shall be entitled
to terminate  the  Guarantees  effective  after the Closing Date with respect to
operations of Aptus  conducted  after the Closing Date.  After the Closing Date,
Buyer  shall  indemnify  and hold  Seller  harmless  from and against all Damage
attributable  to any claims made under such  Guarantees,  but only to


                                       27
<PAGE>

the extent that they relate to operations of Aptus  conducted  after the Closing
Date.

          6.6 Due Diligence - Post-Signing.  Buyer agrees that during the period
from the signing of this Agreement through Closing, Seller shall have reasonable
access to senior  management  of Buyer,  the  books and  records  of the  Buyer,
subject to any attorney-client privilege so as to permit continued due diligence
by Seller of Buyer.

          6.7 Repayment of Working Capital Advance.  The Working Capital Advance
identified in Section 5.6 shall be repaid by Aptus or Buyer,  without  deduction
or offset, in accordance with the following repayment schedule:

                            Number of Days Amount of

                              After Closing Payment

                               60            $200,000.00
                               90            $200,000.00
                              120            $200,000.00
                              150            $200,000.00
                              180            $200,000.00

ARTICLE 7

MUTUAL COVENANTS

          7.1  Employee Matters.

               7.1.1  Employment.

                    7.1.1.1 From the Employees  designated  on Schedule  3.20.1,
Buyer  shall  provide a list to Seller  placing  the  Employees  into  three (3)
categories:  (a) Employees that Buyer shall offer  employment to at Closing (the
"Continuing Employees");  (b) Employees that do not fall into category (c) below
and that  Buyer  shall not offer  employment  to at  Closing  (the  "Terminating
Employees");  and (c)  Employees  that Buyer  shall not offer  employment  to at
Closing but whose  services  Buyer  desires to retain on a contract  basis for a
limited transition period (the "Transition Employees").  The parties acknowledge
that each  category may be comprised  of both exempt and  non-exempt  Employees.
Buyer shall provide this list to Seller as soon as practicable, but in any event
no later  than ten (10)  days  prior to the  Closing  Date.  Seller  shall  have
provided  Buyer access to the  Employees and their  personnel  files in order to
assist  Buyer in this  process,  subject to the terms of the  December  12, 1994
Letter Agreement between Buyer and Seller.

                    7.1.1.2   Buyer  agrees  that  the  sum  of  the  number  of
Terminating  Employees  and  Transition  Employees  shall not exceed One Hundred
(100).  Buyer agrees that the number of  Transition  Employees  shall not exceed
Twenty  (20).  To the


                                       28
<PAGE>


extent that Employees are hired or replaced by Seller or Aptus prior to Closing,
Buyer  agrees to  include  such  Employees  on one of the lists  referred  to in
Section  7.1.1.1  above;  provided  that if the number of  Employees on Schedule
3.20.1  increases,  Buyer reserves the right to a corresponding  increase in the
number of  Terminating  Employees  or  Transition  Employees,  provided  that no
adjustment  shall be allowed to Buyer with respect to the hiring by Aptus of one
personnel manager at its Coffeyville facility.

                    7.1.1.3  Buyer  shall  offer  employment  to the  Continuing
Employees  with (a) wages or salaries  equal to such wages and  salaries as such
Employees are now paid by Aptus or Seller, and (b) benefits, including a defined
benefit  pension  plan,  as set  forth on  Schedule  7.1.1.3.  With  respect  to
Transition  Employees,  Seller agrees to continue the employment of or hire such
Employees  as employees  of Seller upon the same terms and  conditions  as their
present  employment,  except  that  such  Employees  shall be leased to Aptus as
contract  employees of Aptus for a period of time determined by Buyer but not to
exceed  one  hundred  and  twenty  (120)  days  after the date of  Closing  (the
"Transition  Period").  Buyer  shall  provide to Seller  thirty (30) days notice
prior to  terminating  the  contract  with Seller for any  Transition  Employee.
Seller makes no guarantee that any  Transition  Employee will choose to continue
as an employee of Seller  under this  Section  7.1.1.3 and Seller  shall have no
obligation to replace any Transition  Employee that leaves Seller's  employment.
Employees whose services may be separately provided post Closing pursuant to the
MIS Services Agreement will be included in the number of Terminating  Employees,
but will not be deemed  Transition  Employees.  Seller's wage and benefits costs
for such  employees will be reimbursed  pursuant to the MIS Services  Agreement.
Seller  shall be required to maintain  sufficient  agreed upon  staffing  levels
under the MIS  Services  Agreement  whether  or not  employees  terminate  their
employment with Seller.  Buyer shall indemnify Seller against its out-of- pocket
costs for wages and benefits for Transition  Employees to the extent  applicable
to the Transition  Period.  Buyer reserves the right to offer  employment to any
Transition Employee in the manner and upon the same terms, conditions, wages and
benefits prescribed herein for Continuing Employees.

                    7.1.1.4 Any liability to an Employee that is not  designated
as a Continuing  Employee for  severance pay or other  separation  benefits that
arises out of such  Employee's  termination and any liability that arises out of
any breach by Seller of any of the provisions of the Benefits Sections, shall be
a Retained Liability.  Buyer agrees to assume  responsibility for and retain any
liability  associated with these  reductions in employment  levels to the extent
that they trigger  compliance with the federal Worker  Adjustment and Retraining
Notification  Act. With respect to any claims,  proceedings or lawsuits  brought
against Buyer,  Seller or Aptus alleging that Buyer's listing of employees under
Section  7.1.1.1  violates Title VII of the Civil Rights Act, the Americans with
Disabilities  Act or the Family  Medical Leave Act or  discriminates  against an
Employee in violation of any applicable  state or federal laws, each party shall
bear its own respective defense costs and expenses  (including  attorneys' fees)
and afford reasonable  cooperation to the other parties. In the event that Buyer
is ultimately  found liable in any such  proceeding,  it shall indemnify  Seller
against the  judgment  or  settlement  and also  reimburse  Seller's  reasonable
defense costs and expenses (including attorneys' fees).

               7.1.2  Union  Representation.  With  respect  to  the  collective
bargaining  agreement  identified on Schedule 3.20 which expired by its terms on
October  31,  1994,  the


                                       29
<PAGE>


parties  agree as  follows:  (i)  Seller  has  postponed  negotiations  on a new
collective  bargaining agreement by extending the existing agreement until March
15,  1995 or thirty  (30)  days  after  Closing  and by  agreeing  that any wage
increases will be effective retroactively to October 31, 1994; (ii) Buyer agrees
to cause  Aptus to  assume  the  obligations  under  the  collective  bargaining
agreement and its  extension  and to continue to recognize  the union  signatory
thereto as the collective bargaining  representative of the employees covered by
the  agreement  post  Closing,  provided that Aptus will not be able to continue
providing  any  Westinghouse  benefits  but will  instead  provide  the  Rollins
benefits outlined on Schedule 7.1.1.3; and (iii) Seller shall promptly reimburse
Aptus  within  five  (5)  business   days  after  written   notification   (with
documentation)  to  Seller of  payment  by Aptus  for any  compensation  paid to
covered employees, for the period between October 31, 1994 and Closing, provided
that this  reimbursement  by Seller  shall be limited to not more than three (3)
percent of the prior regular hourly wages of the covered employee for the period
between October 31, 1994 and Closing.

               7.1.3  Termination of Coverage Under  Seller's  Employee  Benefit
Plans and Coverage Under Buyer's Employee Benefit Plans.

                    7.1.3.1  Effective  as  of  the  Closing,   each  Continuing
Employee who is a participant in an Employee Benefit Plan sponsored by Seller (a
"Seller's Plan") shall cease to be a participant in each such Seller's Plan, and
all of the Continuing Employees  (including  Transition Employees hired by Buyer
pursuant to Section 7.1.1.3) effective as of the date of hire of such Continuing
Employee by Buyer shall become  eligible to participate in the employee  benefit
plans of Buyer in accordance  with the  applicable  provisions of this Agreement
and the terms and conditions of each such plan.  Effective as of the Closing, if
Aptus has  adopted any of Seller's  Plans,  Aptus shall  withdraw as an employer
thereunder.

                    7.1.3.2  Employees of Aptus shall be entitled to the accrued
and  vested  benefits  due  to  them  as a  result  of  Aptus's  termination  of
participation  as described in Section  7.1.3.1  above or their  termination  of
employment,   under  all  employee   benefit  plans,   programs,   practices  or
arrangements  of Seller,  and Seller shall retain  liability  for the payment of
such  accrued  and vested  benefits  under and in  accordance  with such  plans,
programs,  practices  and  arrangements  and shall  indemnify and hold Buyer and
Aptus harmless from and against same.

               7.1.4  Pension  Plans.  Buyer  shall  grant  to  each  Continuing
Employee covered by the Pension Plan  immediately  before the Closing credit for
his or her period of employment  with Aptus and Seller prior to the Closing Date
for the purpose of  eligibility  and vesting under any defined  benefit  pension
plan  maintained  by Buyer  ("Buyer's  Pension  Plan")  for the  benefit of such
Employees following the Closing,  but not for the purpose of benefit accrual, it
being  understood  that the Buyer's pension plan is a defined benefit plan based
on salary  earned with the Buyer  (beginning on Closing) and that no credit will
be provided for any earnings prior to the Closing Date.

               7.1.5  Savings  Program.  As of the  Closing  Date,  the  Savings
Program of Seller shall not accept  contributions  from  Employees.  Buyer shall
grant to each Continuing Employee covered by the Savings Plan immediately before
the  Closing  credit for his or her period of  employment  with Aptus and Seller
prior to the Closing  Date for the


                                       30
<PAGE>


purpose of eligibility and vesting under Buyer's defined  contribution plan (the
"Buyer's Savings Plan"), but not for the purpose of benefit accrual. The Buyer's
Savings Plan will accept "rollovers" of account balances of Continuing Employees
from the Savings  Program  with  respect to before tax  contributions  only,  in
accordance  with the terms and  administrative  policies of the  Seller's  Plan.
Outstanding  loans under the Savings  Program  will not be  transferable  to the
Buyer's Savings Plan.

               7.1.6  Welfare and Fringe Benefits.

          (a) Buyer  shall  grant to each  Continuing  Employee  who is  covered
immediately before the Closing under Employee Welfare Benefit Plans sponsored by
Seller ("Seller's  Employee Welfare Benefit Plans") credit for his or her period
of  employment  prior to the Closing  with  Seller and Aptus under any  Employee
Welfare  Benefit  Plan  maintained  by Buyer for the  benefit of such  Employees
following the Closing (a "Buyer's Employee Welfare Benefit Plan") (including but
not limited to arrangements providing disability,  vacation,  severance and sick
time benefits) and shall grant credit for deductibles and co-payments previously
paid under any  Seller's  Employee  Welfare  Benefit  Plan for the year in which
Closing occurs.  Buyer's  Employee  Welfare Benefit Plans shall not exclude from
coverage  or  limit  coverage  for  any  pre-existing  condition  of  any of the
Employees.

          (b) All claims of Employees  described in Section  7.1.6(a)  which are
made against  Employee Welfare Benefit Plans and which are incurred prior to the
Closing  (treating for this purpose costs for hospital  confinements  that begin
before the Closing and continue after the Closing as having been incurred before
the Closing) shall be paid in accordance with the provisions and  administrative
policies of Seller's  Employee  Welfare  Benefit Plans.  All claims of Employees
described in Section  7.1.6(a) which are made against  Employee  Welfare Benefit
Plans and which are  incurred  after the  Closing  shall be paid  under  Buyer's
Employee Welfare Benefit Plans.

          7.2  Tax Covenants.

               7.2.1  Apportionment  of Income  Taxes  Between  Pre- Closing and
Post-Closing  Periods.  In order  to  appropriately  apportion  any  Income  Tax
relating  to any taxable  year or any other  period that is treated as a taxable
year (a "Period") that includes (but that would not, but for this Section, close
on) the Closing  Date,  the Parties  will,  unless  specifically  prohibited  by
applicable  law,  elect  with the  relevant  taxing  authority  to treat for all
purposes the Closing  Date as the last day of a taxable  period of NEI or Aptus,
and such Period shall be treated as a Short Period and a Pre-Closing  Period for
purposes  of this  Agreement.  In any case  where  applicable  law  specifically
prohibits NEI or Aptus from treating the Closing Date as the last day of a Short
Period, then for purposes of this Agreement, the portion of such Income Tax that
is  attributable to the operations of NEI or Aptus for such Interim Period shall
be the Income Tax that would be due with  respect to the Interim  Period if such
Interim Period were a Short Period.

               7.2.2 Payment of Income Taxes.  In  furtherance of the foregoing,
any  Income  Tax in  respect  of any Short  Period  shall,  except to the extent
accrued or reserved for in the aggregate on the balance sheet of NEI or Aptus at
Closing,  be borne by  Seller,  and any  refunds  or  credits in respect of such
Income Tax for any such Short Period or any Pre-


                                       31
<PAGE>


Closing period, in excess of the amount reflected on the balance sheet of NEI or
Aptus at Closing,  shall be the property of Seller. Any Income Tax in respect of
any Interim Period  (including  amounts payable as a result of an audit or other
adjustment),  to the extent not paid on or before the Closing Date or accrued or
reserved for on the balance  sheet of NEI or Aptus at Closing,  shall be paid by
Seller to Buyer,  which shall pay such Income Tax to the  relevant  Governmental
Authority,  no later than  fifteen  (15) days prior to the date such  payment is
due,  and any refunds or credits  received by Buyer,  NEI or Aptus in respect of
such Income Tax for such Interim  Period,  in excess of the amount  reflected on
the balance  sheet of NEI or Aptus at Closing,  shall be the property of Seller.
Any Income Tax  attributable  to the  operations of Buyer,  NEI or Aptus for any
Post-Closing  Period shall be borne by Buyer,  NEI or Aptus, as the case may be.
Any refunds or credits in respect of such  Income Tax for any such  Post-Closing
Period shall be the property of Buyer, NEI or Aptus, as the case may be.

               7.2.3 Preparation and Filing of Income Tax Returns.  Seller shall
be responsible, at its expense, for the preparation and filing of all Income Tax
Returns for any Short Period.  Seller shall prepare such Income Tax Returns in a
manner  consistent  with prior  years and shall,  in respect of such  Income Tax
Returns, determine the income, gain, expenses, losses, deductions and credits of
NEI or Aptus  in a  manner  consistent  with  prior  practice.  The  results  of
operations  of NEI or Aptus from the first day of the taxable  year  through the
Closing  Date shall be  included  in Seller's  consolidated  federal  income tax
return and in any consolidated,  combined or unitary Income Tax Returns required
to be filed by Seller after the Closing  Date.  The results of operations of NEI
or Aptus from the first day of the taxable  year  through the Closing Date shall
be included in any separate  Income Tax Returns  filed by NEI or Aptus after the
Closing Date;  provided,  however,  that Seller shall  prepare  (without cost to
Buyer,  NEI or Aptus) all such separate  Income Tax Returns for any Short Period
(but not for any  Period  which  includes  or ends after the  Closing  Date) and
submit them to Buyer,  and Buyer shall have all such separate Income Tax Returns
appropriately  executed and filed on a timely basis.  With respect to any Income
Tax Return to be prepared by Seller,  Buyer shall,  and shall cause NEI or Aptus
to, provide to Seller  information in a manner consistent with past practice for
use in preparation of such Income Tax Returns, in each case, no later than sixty
days (60) after the relevant Period ends.  Notwithstanding the foregoing,  Buyer
shall be  responsible  for preparing and filing all Income Tax Returns of NEI or
Aptus for Periods not ending on or before the Closing Date,  even if such Income
Tax Returns cover Periods prior to the Closing Date.

               7.2.4 Cooperation. Seller and Buyer shall, and shall cause NEI or
Aptus to, provide each other with such assistance as may reasonably be requested
by them in connection with the preparation of any Income Tax Return,  any Income
Tax audit or other examination by any Governmental Authority, or any judicial or
administrative  proceedings  related to liability for Income  Taxes.  Seller and
Buyer shall, and shall cause NEI or Aptus to, retain and provide each other with
any records or  information  which may be relevant to such  preparation,  audit,
examination,  proceeding or determination.  Such assistance shall include making
employees  available on a mutually  convenient basis to provide and explain such
records and  information  and shall  include  providing  copies of any  relevant
Income  Tax  Returns  and  supporting  work  schedules.   The  Party  requesting
assistance  hereunder  shall  reimburse the other for  reasonable  out-of-pocket
expenses incurred in providing such assistance.


                                       32
<PAGE>


               7.2.5  Refund  Claims.  Subject to Section  7.2.11,  Seller  will
provide Buyer,  NEI and Aptus with such assistance as it may reasonably  request
to prepare any refund claim  attributable  to the carryback of any tax losses or
tax credits  incurred by Buyer,  NEI or Aptus in any  Pre-Closing  Period to any
consolidated, combined or unitary Income Tax Return of Seller or to any separate
Income Tax Return of NEI or Aptus for any Pre- Closing Period,  and Seller shall
receive  and  retain  the  amount of any  resulting  refunds  together  with any
interest thereon upon receipt by any party.

               7.2.6  Tax  Sharing  Agreements.  Any and  all  Tax (or  similar)
agreements,  arrangements or undertaking among Seller, NEI and Aptus that relate
to any  liability of NEI or Aptus for the Taxes of Seller shall  terminate as of
the Closing Date and any rights or obligations  resulting  from such  agreements
shall be eliminated as of the Closing Date.

               7.2.7 Notice of Audit.  If, in connection  with any  examination,
investigation,  audit or other  proceeding  concerning  any  Income  Tax  Return
covering  the  operations  of  NEI  or  Aptus  through  the  Closing  Date,  any
Governmental  Authority  issues to any of the Parties,  NEI or Aptus a notice of
deficiency, a proposed adjustment,  an assertion of claim or a demand concerning
the Period  covered by such Income Tax Return,  the  recipient  shall notify the
other  Party  that it has  received  the same  within  twenty  (20)  days of its
receipt.

               7.2.8 Audits Controlled by Seller. Seller shall have the sole and
exclusive right,  power and authority to negotiate,  resolve,  settle or contest
any such notice of  deficiency,  proposed  adjustment  or  assertion of claim or
demand and to represent  and act for and on behalf of NEI or Aptus in connection
with any such examination,  investigation,  audit or other proceeding, including
refund claims of any Income Tax Return of NEI or Aptus for Periods  ending on or
before the Closing Date. Seller agrees to keep Buyer informed of the progress of
any such proceedings.

               7.2.9 Audits  Controlled by Buyer.  Buyer shall have the sole and
exclusive right,  power and authority to negotiate,  resolve,  settle or contest
any such notice of  deficiency,  proposed  adjustment  or  assertion of claim or
demand in connection with any such  examination,  investigation,  audit or other
proceeding  of any Income Tax Return of Buyer,  NEI or Aptus for Periods  ending
after the Closing Date. To the extent that Seller has indemnified Buyer, NEI and
Aptus with  respect to any such notice of  deficiency,  proposed  adjustment  or
assertion or claim or demand  herein,  Buyer shall not, and shall not permit NEI
or Aptus to, resolve, settle,  compromise, or abandon any issue or claim without
the prior  written  consent  of  Seller  if such  action  would  materially  and
adversely affect the Income Tax of Seller for any Period. Such consent shall not
be  unreasonably  delayed or withheld,  and shall not be necessary to the extent
that Buyer  notifies  Seller that Buyer will forego any  obligation of Seller to
indemnify Buyer, NEI and Aptus against the effects of any such settlement. Buyer
shall  keep,  and  shall  cause  NEI or Aptus to keep,  Seller  informed  of the
progress  of any such  proceedings  and to consult  with Seller in good faith in
connection therewith.

               7.2.10  338(h)(10)  Election.  Buyer  and  Seller  agree  that no
election  under  Code  Section  338(h)(10)  shall  be made as a  result  of this
transaction.


                                       33
<PAGE>


               7.2.11 Net Operating  Loss.  NEI and Aptus  presently  have a net
operating  loss  ("NOL")  for fiscal  year ended  December  31, 1993 equal to or
greater than $16,200,000,  representing  their apportioned share of Seller's NOL
for that year.  Seller  agrees  that the amount of the NOL shall equal or exceed
$16,200,000.  To the  extent  that it does not,  Seller  shall  provide to Buyer
thirty-five  percent (35%) of the  difference in cash within thirty (30) days of
its determination. Buyer and Seller acknowledge that all NOL amounts are subject
to  adjustment  by the IRS and will not be final  until the audit  covering  the
relevant  period has been  completed  by the IRS.  To the extent that the NOL is
less than or equal to  $19,200,000,  Buyer  shall be entitled to retain the full
amount. To the extent that the NOL exceeds $19,200,000, Seller shall be entitled
to make the  appropriate  election  under the Code to enable it to  utilize  any
amount in excess of  $19,200,000,  provided  that if Seller is unable to utilize
such  amount,  it shall be retained  by Buyer,  if  possible.  There shall be no
adjustments  to Final Adjusted Net Worth under Section 2.3.1 due to any payments
by Seller under this Section.

               7.2.12  Carrybacks.  Buyer agrees that it shall make any election
or exercise any option available to it under the Code (or similar provisions, if
any,  under  state,  local or foreign  Tax laws) to waive the  carryback  of any
post-Closing  net operating loss, net capital loss,  foreign tax credit or other
tax benefit to a pre-Closing Period.

          7.3  Books and Records.

               7.3.1  Access.  Each Party  shall  provide  the other  Party with
reasonable  access during normal business hours to its books and records and the
books and records of NEI or Aptus (other than books and records protected by the
attorney-client  privilege)  to the extent that they relate to the  condition or
operation  of NEI or Aptus prior to the Closing and are  requested by such Party
to prepare its Income Tax Returns,  to respond to Third Party Claims, or for any
other legitimate purpose specified in writing.  Each Party shall have the right,
at its own expense, to make copies of any such books and records.

               7.3.2  Destruction.  For a  period  of  ten  (10)  years,  or the
expiration of any longer period if required under  applicable law, neither Party
shall  dispose of or destroy any books and records of NEI or Aptus to the extent
that they relate to the  condition or operation of NEI or Aptus prior to Closing
or any  facility  operated  by NEI or Aptus  prior to  Closing  and any  records
dealing with the  personal  medical  records of any present or former  Employees
prior to the Closing without first offering to turn over  possession  thereof to
the other  Party by  written  notice  at least  thirty  (30)  days  prior to the
proposed date of disposition or destruction,  provided however that this section
shall not be applicable to records required under applicable law to be preserved
longer than ten (10) years.

               7.3.3  Confidentiality.  Each  Party may take  such  action as it
deems reasonably  appropriate to separate or redact information unrelated to NEI
or Aptus  from  documents  and  other  materials  requested  and made  available
pursuant to this  Section and to  condition  access to  materials  that it deems
confidential  to the  execution  and delivery of an Agreement by the other Party
not to disclose or misuse such information.

               7.3.4  Assistance.  Each Party shall, upon written request and at
the requesting Party's expense,  make personnel  available to assist in locating
and  obtaining  any


                                       34
<PAGE>


 books and  records of NEI or Aptus to the  extent  that they
relate to Retained  Liabilities  or the  condition  or operation of NEI or Aptus
prior to the Closing (or after the Closing with respect to information  relating
to  Identified  Environmental  Concerns)  and  make  personnel  available  whose
assistance,  participation  or testimony is reasonably  required in anticipation
of,  preparation  for or the prosecution or defense of any Third Party Action in
which the other Party does not have any adverse interest.

          7.4  Non-Competition.

               7.4.1 Seller covenants that upon Closing and until the expiration
of five (5) years from the Closing  Date,  Seller shall not, and shall not allow
any  Affiliate  to  i)  engage  in  the  commercial   business  of  fixed  based
incineration  of  Hazardous  Waste (as now  defined  under  RCRA or TSCA) or ii)
engage in the commercial business of mobile incineration by treating a stream of
active  industrial  Hazardous  Waste (as now defined  under RCRA or TSCA) at its
manufacturing or processing point of origin of such stream, (For purpose of this
Section,  the Business shall mean those  activities  described in (i) and (ii).)
within the  continental  United States;  provided,  however,  that the covenants
contained  within this  Section 7.4 shall not  prevent  Seller or any  Affiliate
from:

                    (a)  Maintaining and continuing existing
standard business operations in accordance with current and past
practice;

                    (b)  Continuing to own its current shares of
capital stock, partnership or other equity interests in the
entities identified on Schedule 7.4;

                    (c) Acquiring shares of capital stock,  partnership or other
equity interests in any Person as investments of Seller's pension funds or funds
of any other  employee  benefit  plan of Seller  whether  or not such  Person is
engaged in the same business as the Business;

                    (d)  Acquiring  no  more  than  five  percent  (5%)  of  the
outstanding capital stock, partnership or other equity interests in any Person;

                    (e)  Acquiring  up to  one  hundred  percent  (100%)  of the
outstanding  capital stock,  partnership or other equity interests in any Person
for which the annual  revenues  derived  directly  from the  operations  of such
Person from any business  that  competes with the Business are not more than the
lesser of (i) ten percent (10%) of such Person's  total annual  revenues or (ii)
$10,000,000;

                    (f) Acquiring less than fifteen  percent (15%) but more than
five percent (5%) of the outstanding capital stock,  partnership or other equity
interests in any Person for which the annual revenues  derived directly from the
operations  of such Person from any business that competes with the Business are
more than the lesser of (i) ten percent (10%) but less than twenty-five  percent
(25%) of such Person's total annual revenues or (ii) $10,000,000;

                    (g)   Acquiring   more  than  fifty  percent  (50%)  of  the
outstanding capital stock, partnership or other equity interests (which includes
debt which is


                                       35
<PAGE>


convertible into an equity interest) in any Person for which the annual revenues
derived  directly  from the  operations  of such Person from any  business  that
competes  with the  Business  are more  than ten  percent  (10%)  but less  than
twenty-five  percent (25%) of such  Person's  total annual  revenues;  provided,
however,  that Seller shall use all  commercially  reasonable  efforts to divest
that portion of such Person  which  competes  with the Business on  commercially
reasonable   terms  within  three  hundred   sixty-five  (365)  days  after  the
acquisition  of  such  ownership  or  interest;  and  provided  further  if such
divestiture cannot occur within this period then Seller shall pay to Buyer a sum
equal to five percent (5%) of the annual gross revenues of the Person attributed
to the Business and prorated for Seller  ownership  interest but never more than
operating  profits  prorated  for Seller's  ownership  interest for the Business
until the earlier of  divestiture  of such  Business or the  expiration  of this
Agreement;

                    (h) Acquiring no more than fifty percent (50%) but more than
fifteen  percent (15%) of the  outstanding  capital stock,  partnership or other
equity  interests  (I) in any  Equity  for which  the  annual  revenues  derived
directly from the operations of such Person from any business that competes with
the Business are more than ten percent (10%) but less than  twenty-five  percent
(25%) of such Person's total annual revenues;  provided,  however,  that Seller,
directly or  indirectly,  will have control of such Person  sufficient  to cause
such Person to use all commercially reasonable efforts to divest that portion of
such Person which competes with the Business on  commercially  reasonable  terms
within  three  hundred  sixty-five  (365)  days  after the  acquisition  of such
ownership or interest; and provided,  that Seller shall, directly or indirectly,
so cause such  Person to so divest;  and  provided  further if such  divestiture
cannot  occur  within this period then Seller  shall pay to Buyer a sum equal to
five percent (5%) of the annual gross revenues of the Person attributable to the
Business and prorated  for the Seller's  ownership  interest but never more than
operating profits prorated for the Seller's  ownership interest for the Business
until the earlier of  divestiture  of such  Business or the  expiration  of this
Agreement;

                    (i)  Performing any act or conducting any
business contemplated by this Agreement or the agreements
attached hereto or contemplated thereby; or

                    (j)  Any business currently or in the future:

                         (i)  involving  the  processing or disposing of mixed /
                              hazardous  radioactive  waste,  Hazardous Waste or
                              radioactive  waste,  including  but not limited to
                              the following technologies:

                              (a)  Plasma Torch technology and its applications;

                              (b)  Thermal Desorption technology and its
                                   applications;

                              (c)  Catalytic Extraction Processing (CEP) and
                                   Quantum CEP Technology, both


                                       36
<PAGE>


                                   proprietary technologies of Molten Metal
                                   Technology, Inc.;

                              (d)  Soil Washing technology and its applications;
                                   and

                              (e)  Metal Melting technology and its applica-
                                   tions;

                              (f)  Steam Reformation technology and its appli-
                                   cations;

                              (g)  Wet Oxidation technology and its appli-
                                   cations; and

                              (h)  Electro-Magnetic   or  beam  type  processing
                                   technology  such as ultra violet (UV),  radio
                                   frequency  (RF),  laser, or electron beam and
                                   their applications.

                         (ii) involving the  incineration  of Hazardous Waste as
                              part  of  a   contract   involving   environmental
                              remediation of either a Superfund or non-Superfund
                              site.

               The  provisions  of (e),  (f),  (g),  and (h) do not apply to any
partnership,  joint venture,  corporation or limited  liability  company that is
using the technologies listed in (j) above.

               7.4.2 In the event that any part of this  Section 7.4  (including
any  subparagraphs  hereto) is declared  invalid or  unenforceable by a court of
competent jurisdiction,  the validity or enforceability of the remainder of this
Section 7.4 shall  nevertheless  continue to be valid and  enforceable as though
the invalid or unenforceable  portions had not been a part hereof. The territory
and time  limitations  set forth in this Section 7.4 are reasonable and properly
required for the adequate  protection of the Buyer and Aptus.  In addition,  the
parties  acknowledge  that  the  nature  of  the  business  of  hazardous  waste
incineration and laboratory  analysis is such that competitive  activities could
be conducted  effectively  regardless of the geographic distance between Aptus's
place of business and the place of any competitive  business.  In the event that
the  territorial  or time  restrictions,  or both,  are determined by a court of
competent   jurisdiction  to  be  unenforceable,   Seller  hereby  requests  and
authorizes  such court to modify  said area or periods of duration to the extent
necessary to render them enforceable; and Seller shall accept and submit to such
modification(s).

               7.4.3 Seller  recognizes  that immediate and  irreparable  damage
will result to Aptus or Buyer if Seller breaches any of the terms and conditions
of this  Section  7.4 and  accordingly,  Seller  acknowledges  that Buyer may be
entitled under  applicable  law to an injunction  against Seller to restrain any
such breach, in addition to any other remedies or


                                       37
<PAGE>


claims for money damages which Aptus or Buyer may otherwise have.

          7.5  Access  to  Information.  The  parties  shall  cooperate  in  any
environmental  due diligence and Buyer shall not engage in any environmental due
diligence investigation other than so-called "Phase I" (i.e., documentary review
and walk- through inspection) preliminary  environmental evaluations without the
prior written consent of Seller.

          7.6  Non-Solicitation of Employees.

               (a) For a period of two (2) years after the Closing, Seller shall
not,  without the prior written consent of Buyer,  solicit the employment of, or
employ or offer to employ,  any  Continuing  Employees or any employees of Buyer
that  Seller  had  significant  contact  with  during  the  negotiation  of this
Agreement.

               (b) For a period of two (2) years after the Closing,  Buyer shall
not, without the prior written consent of Seller,  solicit the employment of, or
employ or offer to employ,  any employee  listed on Schedule 3.20.1 not employed
by Buyer as a  Continuing  Employee  or any  employee  of Seller  that Buyer had
significant contact with during the negotiation of this Agreement.

               (c) This Section  shall apply to employees in senior  management,
operations, regulatory, financial, marketing and sales, or permitting aspects of
each Party's business.  This Section shall not apply to any employee ninety (90)
days after such employee has left the employ of either Party.

          7.7 Rights Agreement. If necessary, Buyer shall take such action as it
determines is warranted to amend the Rights Agreement dated as of June 14, 1989,
between Buyer and Registrar and Transfer  Company (the "Rights  Agreement"),  to
ensure  that the  issuance  of the  Subordinated  Debentures  shall  not cause a
"Triggering Event" under and as defined in the Rights Agreement.

          7.8  Remarketing of IDBs and Cost Sharing.

               7.8.1  Initial  Remarketing.   In  connection  with  the  initial
remarketing:  (i) within  four to six weeks from the date of Closing (or as soon
thereafter as is reasonably practicable), Buyer shall use all reasonable efforts
to cooperate in good faith with the  Remarketing  Agent and Seller to effect the
remarketing  of the  IDBs  to one or  more  third  parties,  including,  without
limitation,  entering  into an  underwriting  agreement on  customary  terms and
conditions,  obtaining a rating for the IDBs, assisting in the preparation of an
offering  memorandum and participating in any sales efforts  (including any road
shows).

               7.8.2  Remarketing  of IDBs.  From and after the Closing Date and
until the IDB Backstop  Expiry Date,  (i) Seller  shall  either,  at its option,
maintain a Letter of Credit  enabling the IDBs to be  remarketed  to one or more
third parties at the principal amount thereof,  or hold the IDBs, and (ii) Buyer
shall take all action necessary to permit the Remarketing  Agent to remarket the
IDBs  pursuant to Section 3.03 of the IDB  Indenture at Weekly Rates or Flexible
Rates as  determined by Buyer  (subject to the consent of Seller,  which consent
shall not be  unreasonably  withheld).  Seller is to ensure that the Remarketing


                                       38
<PAGE>


Agent's total fees and expenses for  remarketing the IDBs after the Closing Date
and prior to the Effective Conversion Date shall not exceed a rate of one-eighth
(1/8) of one (1) percent per annum of the average  daily  outstanding  principal
amount of the IDBs (or such  higher rate which is then the  prevailing  industry
rate).

               7.8.3     Effective Conversion Date.

                    7.8.3.1 Option of Buyer. On any Mandatory  Tender Date prior
to the IDB Backstop Expiry Date,  Buyer shall have the right to convert the Rate
Period for the IDBs to a Term Period with a term  expiring on the maturity  date
for the IDB;  provided,  that in the event of such a conversion,  from and after
such Mandatory Tender Date (the "Effective Conversion Date"):

                         (a) For  purposes of Section  7.8.4,  the IDB  Interest
                    Rate shall be the lesser of (i) the actual IDB Interest Rate
                    and (ii) 10% per annum.

                         (b) On the Effective  Conversion  Date, the remarketing
                    proceeds  shall be paid to the  Letter of  Credit  issuer in
                    immediately  available  funds in an amount  equal to the sum
                    drawn  related to  principal on the IDBs under the Letter of
                    Credit in connection  with such  Mandatory  Tender Date, and
                    any  interest  on the IDBs drawn  under the Letter of Credit
                    shall be reimbursed to the Letter of Credit issuer and shall
                    be treated as any other IDB Costs.

                         (c) The obligation of Seller to either cause the Letter
                    of  Credit  to  remain  outstanding  or hold the IDBs  shall
                    automatically and without further action terminate.

                    7.8.3.2  Option  of  Seller.  At any  time  prior to the IDB
Backstop  Expiry Date,  in the event Seller  delivers to Buyer a written  notice
from the Remarketing Agent to the effect that at the time of such notice, a Term
Rate  could  be  established  pursuant  to  Section  2.03  (b)  (iii) of the IDB
Indenture for a Term Period  expiring on the maturity date for the IDBs equal to
or less than 10% per annum, unless there shall be an IDB Remarketing  Exception,
(i) Buyer shall promptly give all notices  required  pursuant to Section 2.04 of
the IDB  Indenture  of its  election  to convert on a date  specified  by Seller
occurring no earlier than sixteen (16) days thereafter the Rate Period to a Term
Period  expiring on the maturity date for the IDBs,  (ii) Buyer shall  cooperate
with the  Remarketing  Agent and  Seller  to enable  the IDBs to be sold on such
Mandatory  Tender  Date  at a  price  equal  to the  principal  amount  thereof,
including, without limitation, furnishing information and making representations
to the  Remarketing  Agent and  agreeing  to such  other  terms and  conditions,
including indemnification  obligations, as are customary or otherwise reasonably
requested by the  Remarketing  Agent in connection  with the  remarketing of the
IDBs for a Term Period  expiring on the  maturity  date for the IDBs,  and (iii)
unless  either  (a) when the  Remarketing  Agent  determines  that the Term Rate
described  in Section  2.03 (b) (iii) of the IDB  Indenture,  would be likely to
exceed 10% per annum were the rate  period to be  converted  to a Term Period or
(b) Seller  gives  notice to Buyer prior to the time  required on


                                       39
<PAGE>


the Mandatory  Tender Date to effect the conversion  that it does not consent to
the conversion of the Rate Period to a Term Period expiring on the maturity date
for the IDBs,  Buyer shall arrange for and comply with its delivery  obligations
under Section 2.04 (d) of the IDB Indenture in order to cause such conversion to
be effected on such Mandatory Tender Date; provided, that in the event of such a
conversion, from and after such Mandatory Tender Date (the "Effective Conversion
Date"):

                         (a) For  purposes of Section  7.8.4,  the amount of IDB
                    Costs shall be the actual IDB Costs.

                         (b) On the Effective  Conversion  Date, the remarketing
                    proceeds  shall be paid to the  Letter of  Credit  issuer in
                    immediately  available  funds in an amount  equal to the sum
                    drawn  related to  principal on the IDBs under the Letter of
                    Credit in connection  with such  Mandatory  Tender Date, and
                    any  interest  on the IDBs drawn  under the Letter of Credit
                    shall be reimbursed to the Letter of Credit issuer and shall
                    be treated as any other IDB Costs.

                         (c) The obligation of Seller to either cause the Letter
                    of  Credit  to  remain  outstanding  or hold the IDBs  shall
                    automatically and without further action terminate.

                    7.8.4 IDB Cost  Sharing.  If the IDB Costs for any  12-month
period  following  the Closing Date shall be (i) greater than an amount equal to
the interest on the aggregate principal amount of the IDBs, calculated at a rate
of 7-1/2 per  annum,  based on the  actual  number of days in the year (the "IDB
Cost Base"),  Seller shall pay Buyer one-half of the difference  between (a) the
Effective  Annual IDB Costs and (b) the IDB Cost Base, or (ii) less than the IDB
Cost Base,  Buyer shall pay Seller  one-half of the  difference  between (a) the
Effective  Annual IDB Costs and (b) the IDB Cost Base (in either event, the "IDB
Cost  Spread").  Notwithstanding  the  foregoing,  if the IDBs  shall  have been
converted at the option of Seller  pursuant to Section 7.8.3.2 and the IDB Costs
exceed  10% per  annum,  then IDB  Costs  under 10%  shall be  addressed  by the
foregoing  and IDB Costs in excess of 10% shall be borne  exclusively  by Seller
and reimbursed to Buyer in accordance with 7.8.4.1.

                        7.8.4.1 Calculation and Payment.

Within ten business  days after the end of each  quarter  during the term of the
IDBs,  each of the parties  shall  provide the other with a statement of each of
the IDB  Costs  incurred  by it for the prior  quarter.  If there is an IDB Cost
Spread,  calculated  on an annual (360 days) cost basis,  then the party  having
responsibility  for such IDB Cost Spread  shall pay that  amount  within 30 days
after the end of each quarter to the party entitled to such payment.

                    7.8.5  Cooperation.  Each  of  the  parties  shall  use  all
reasonable  efforts in good faith to take, or cause to be taken, all actions and
to do, or cause to be done,  all things  necessary,  proper or advisable  (other
than to fund any  payment  obligations  of the other  party as  provided in this
Section 7.8) to cooperate with the other party in connection with the foregoing.


                                       40
<PAGE>


                         7.8.5.1   Remarketing Agent.  Until the

IDB Backstop  Expiry Date,  notwithstanding  any provision  herein or in the IDB
Indenture or the Remarketing  Agreement entered into in connection  therewith to
the contrary,  Seller shall have the exclusive  right to remove the  Remarketing
Agent and to select a successor  Remarketing  Agent,  subject in the case of the
selection  of a successor  Remarketing  Agent,  to the  consent of Buyer,  which
consent shall not be unreasonably withheld.

                         7.8.5.2   Interest Rate Cap.  From time

to time until the IDB Backstop Expiry Date, Buyer shall have the right,  subject
to the reasonable consent of the Seller, which consent shall not be unreasonably
withheld,  to obtain an Interest Rate Cap and the cost of which shall be subject
to the provisions of Section 7.8.4.

                    7.8.6  Underwriting  Costs. All  Underwriting  Costs will be
shared equally by Seller and Buyer; provided that in no event will Buyer's share
of the Underwriting Costs exceed $400,000 in the initial remarketing or $600,000
in the aggregate for both the initial  remarketing and the conversion to a fixed
term.

                    7.8.7  Conversion.  Any conversion of the IDBs under 7.8.3.1
(Option of Buyer) or 7.8.3.2 (Option of Seller) shall be accomplished  such that
the  IDBs be sold  without  a  discount,  with a term  expiring  on the  current
maturity date for the IDB (2020), and with semi-annual interest payments.

                    7.8.8  Rebate  Obligation.   Seller  shall  take  all  steps
necessary  to  comply  with  the  rebate  provisions  of  Article  IV of the Tax
Exemption Certificate and Agreement,  including, without limitation,  making the
calculations,  transfers  and payments  that may be necessary to comply with the
rebate  requirements  contained  in  Section  148(f) of the Code.  Seller  shall
prepare  the  I.R.S.  Form  8038-T  required  to be filed  in 1995 on the  fifth
anniversary  of the Bond issue and Seller  shall  deposit in the Rebate  Fund an
amount equal to the total rebate  payment,  if any,  then due.  Buyer and Seller
shall  direct the Trustee to make the  required  payment from the Rebate Fund to
the  U.S.   Government.   Any  subsequent   filing   obligations  shall  be  the
responsibility of Buyer.

ARTICLE 8

CONDITIONS PRECEDENT TO CLOSING

          8.1  Conditions  Precedent to Buyer's  Obligations.  The obligation of
Buyer to consummate the  transactions  contemplated  by this Agreement  shall be
subject to the  satisfaction  of the following  conditions,  any of which may be
waived by Buyer:

               8.1.1  Accuracy of Representations and Warranties.

The  representations  and warranties  made by Seller in this Agreement  shall be
true and  correct as of the  Closing  Date  except for (a)  representations  and
warranties  made as of a specified  date,  which shall be true and correct as of
the specified  date, (b) breaches and  inaccuracies  that do not have a Material
Adverse  Effect  and (c)  breaches  and  inaccuracies  that  Seller  is  working
diligently to cure or remedy at its cost or expense, provided that Seller agrees
to either cure or remedy such breaches or inaccuracies as soon as practicable or
indemnify Buyer against


                                       41
<PAGE>


 any Damages relating thereto.

               8.1.2  Litigation.  No Order  shall be in  effect  forbidding  or
enjoining the consummation of the transactions contemplated hereby and no Action
shall be pending or threatened which, if adversely  determined,  would result in
any such Order.

               8.1.3 Covenants.  Seller shall have performed and complied in all
material  respects with all covenants and agreements  required by this Agreement
to be performed by Seller prior to or at the Closing.

               8.1.4  Deliveries.  Seller shall have delivered to
Buyer the documents required by Section 9.2.

               8.1.5 Consents.  The execution,  delivery and performance of this
Agreement by Seller shall not conflict with any Law or result in the creation of
any Lien (other than Permitted  Liens) on any assets of Aptus.  Seller and Aptus
shall have  obtained  the  Consents,  if any,  set forth on Schedule  3.8.  Such
consents shall be in form and content reasonably satisfactory to Buyer and shall
have  been  reviewed  with  Buyer in final  (but  unexecuted)  form no less than
fifteen (15) days prior to Closing.

               8.1.6  Customers.  Aptus  shall  not  have  suffered  the loss of
customers that would have a Material Adverse Effect.

               8.1.7 No Material Adverse Effect.  There shall have been no event
or occurrence  since December 31, 1994 that has had a Material Adverse Effect on
NEI or Aptus.

          8.2 Conditions  Precedent to Seller's  Obligations.  The obligation of
Seller to consummate the  transactions  contemplated  by this Agreement shall be
subject to the  satisfaction  of the following  conditions,  any of which may be
waived by Seller:

               8.2.1   Truth   of    Representations    and   Warranties.    The
representations and warranties made by Buyer in this Agreement shall be true and
correct in all material respects as of the Closing Date.

               8.2.2  Litigation.  No Order  shall be in  effect  forbidding  or
enjoining the consummation of the transactions contemplated hereby and no Action
shall be pending or threatened which, if adversely  determined,  would result in
any such Order.

               8.2.3  Covenants.  Buyer shall have performed and complied in all
material  respects with all covenants and agreements  required by this Agreement
to be performed by Buyer prior to or at the Closing.

               8.2.4  Deliveries.  Buyer shall have delivered to
Seller the payment and documents required by Section 9.3.

               8.2.5  [Intentionally Left Blank]


                                       42
<PAGE>



               8.2.6 Permits. Seller shall have been able to obtain any consents
necessary to transfer the Permits.

ARTICLE 9

CLOSING

          9.1 Time and  Place.  Subject  to the  terms  and  conditions  of this
Agreement,  the Closing shall take place at the offices of Seller in Pittsburgh,
Pennsylvania at 10:00 a.m., on Friday,  March 31, 1995 or at such other time and
place as the  Parties  shall agree upon in writing  (the  "Closing  Date").  The
Closing shall be deemed  effective at 11:59 p.m.  Pittsburgh time on the Closing
Date.

          9.2  Deliveries  by Seller.  At the  Closing, Seller shall deliver the
following to Buyer:

               9.2.1 Certificates  representing all of the Shares, together with
duly executed stock transfer powers in favor of Buyer.

               9.2.2 The stock books, stock ledgers,  minute books and corporate
seal of NEI and Aptus.

               9.2.3 The recorded  Charter  Documents of NEI and Aptus  recently
certified by the Delaware Secretary of State.

               9.2.4  Certificates  of the  Secretary or Assistant  Secretary of
Seller concerning (a) its good standing,  (b) the adoption of resolutions by its
board of directors  authorizing the transactions  contemplated by this Agreement
and (c) the incumbency of its officers,  all in form and substance  satisfactory
to Buyer.

               9.2.5  Certificates of the  Secretaries or Assistant  Secretaries
(or the comparable officials) of NEI and Aptus, or a certificate of an executive
officer of Seller, concerning the Charter Documents and good standing of NEI and
Aptus.

               9.2.6 Recent  (dated within thirty (30) days of the Closing) good
standing  certificates (or the comparable documents) for NEI and Aptus issued by
the  Secretary  of  State  or  (the   comparable   officials)  of  each  of  the
jurisdictions in which NEI is incorporated,  Aptus is incorporated, or either is
qualified to do business as a foreign corporation.

               9.2.7 A certificate  signed by an executive officer of Seller and
dated the  Closing  Date  certifying  that (a) each of the  representations  and
warranties  made by  Seller  in this  Agreement  is true and  correct  as of the
Closing Date in all material  respects and (b) all of the terms,  covenants  and
conditions  of this  Agreement to be complied with and performed by Seller on or
before the Closing Date have been  complied  with and  performed in all material
respects.

              9.2.8 Copies of the Consents obtained by Seller and Aptus pursuant
to


                                       43
<PAGE>


Section 3.8.

               9.2.9 A receipt for the payment made as  contemplated  by Section
2.2.1.

               9.2.10 A written  opinion  addressed  to Buyer from  counsel  for
Seller, in the form attached as Exhibit 9.2.10.

               9.2.11 The written  resignation  of each  director and officer of
Aptus and NEI. A complete  list of all such  officers and directors is set forth
on Schedule 9.2.11 hereto.

               9.2.12  An  executed  Patent  Assignment  to Aptus in the form of
Exhibit 9.2.12 relating to the patent  identified in Schedule 3.19 as registered
in the name of Seller.

               9.2.13 An executed  Assignment and Assumption  Agreement relating
to the IDB Bonds in the form of Exhibit 2.2.3.

               9.2.14 An opinion  of  Counsel  to Seller (or  counsel to the IDB
Issuer)  addressed  to Buyer to the effect that the  Assignment  and  Assumption
Agreement  relating to the IDB Bonds will not adversely affect the excludability
of  interest  on the IDB Bonds from the gross  income of the owners  thereof for
purposes of federal income taxation.

               9.2.15 An executed  Assignment of Software  License  Agreement in
the form of Exhibit 9.2.15 relating to Seller's CORE System.

               9.2.16 An executed  Debenture  Purchase  Agreement in the form of
Exhibit 2.2.2.

               9.2.17 Such other  documents,  instruments  and  certificates  as
Buyer  may  reasonably  request  for  the  transactions   contemplated  by  this
Agreement.

               9.3 Deliveries by Buyer. At the Closing,  Buyer shall deliver the
following to Seller:

               9.3.1 The payment of the Cash required under Section 2.2.1.

               9.3.2  The issuance of the Senior Unsecured
Debentures and Subordinated Convertible Debentures.

               9.3.3 An executed Assignment and Assumption Agreement relating to
the IDB Bonds in the form of Exhibit 2.2.3.

               9.3.4 An  opinion  of  counsel  to Buyer  addressed  to  Security
Pacific  National Trust Company (New York), as Trustee or its successor,  to the
effect that Buyer has expressly  assumed in a writing  delivered to such Trustee
the  obligations  of  Seller  under  the  IDB  Loan  Agreement,  satisfying  the
requirements of Section 6.1(b)(i) of the IDB Loan


                                       44
<PAGE>


Agreement.

               9.3.5 The recorded Charter Documents of Buyer, recently certified
by the Delaware Secretary of State.

               9.3.6 A certificate  of the  Secretary or Assistant  Secretary of
Buyer (or the comparable  official) concerning (a) Buyer's Charter Documents and
good  standing,  (b) the  adoption  of  resolutions  by its  board of  directors
authorizing  the  transactions  contemplated  by  this  Agreement  and  (c)  the
incumbency of its officers, all in form and substance satisfactory to Seller.

               9.3.7 A recent good standing  certificate for Buyer issued by the
Delaware Secretary of State.

               9.3.8  A  certificate  signed  by an  executive  officer  (or the
comparable  official)  of Buyer and dated the Closing Date  certifying  that (a)
each of the  representations  and warranties  made by Buyer in this Agreement is
true and correct as of the Closing Date in all material  respects and (b) all of
the terms,  covenants and  conditions of this  Agreement to be complied with and
performed  by Buyer on or before the Closing  Date have been  complied  with and
performed in all material respects.

               9.3.9 A written  opinion  addressed  to Seller  from  counsel for
Buyer, in the form attached as Exhibit 9.3.9.

               9.3.10 An executed  Assignment or Assignments of Software License
Agreement  in the form of Exhibit  9.2.15  relating to Seller's  CORE System and
Seller's WISHES System.

               9.3.11 An executed  Debenture  Purchase  Agreement in the form of
Exhibit 2.2.2.

               9.3.12 Such other  documents,  instruments  and  certificates  as
Seller  may  reasonably  request  for  the  transactions  contemplated  by  this
Agreement.

ARTICLE 10

TERMINATION PRIOR TO CLOSING DATE

               10.1  Termination.  This Agreement may be terminated prior to the
Closing Date only as follows:

               10.1.1 By the mutual written consent of the Parties;

               10.1.2 By either Party  immediately  upon  written  notice to the
other Party, if the Closing has not occurred on or before March 31, 1995 and the
failure to close is not attributable to the fault of the party terminating; or

               10.1.3 By either Party  immediately  upon  written  notice to the
other


                                       45
<PAGE>


Party  if  (a) a  preliminary  injunction  is  issued  at  the  request  of  any
Governmental  Authority that enjoins or prohibits the Closing or (b) a permanent
injunction is issued by a  Governmental  Authority that enjoins or prohibits the
Closing and becomes final and non-appealable.

          10.2  Effect of Termination.

               10.2.1 General. If this Agreement  terminates pursuant to Section
10.1,  no Party  shall  have any  liability  or  obligation  to the other  Party
hereunder,  other than the confidentiality  obligation set forth in Section 6.2.
However,  such  termination  shall not  relieve any Party of  liability  for any
willful,  material breach of this Agreement.  Without limiting the foregoing, if
Closing does not occur due to a breach by Seller of its  obligations  under this
Agreement, then Seller shall promptly reimburse Buyer in full for the Forty-Five
Thousand Dollar ($45,000.00) HSR filing fee previously paid by Buyer.

ARTICLE 11

INDEMNIFICATION AND PROCEDURES

          11.1  Indemnification  by Seller.  Subject to the other  provisions of
this  Article 11 and Article 12 relating to certain  environmental  indemnities,
Seller shall  indemnify  and hold Buyer,  its  Affiliates  and their  respective
employees,   representatives,   officers,   directors  and  agents  (the  "Buyer
Indemnitees")  harmless  from and against  any and all  Damages  suffered by any
Buyer Indemnitee arising out of:

              (a) the breach of any representation or warranty made by Seller in
       this  Agreement  or in any other  agreement or  certificate  delivered by
       Seller at the Closing;

              (b) the breach of any covenant, undertaking or agreement by Seller
       in this Agreement or in any other agreement executed and delivered at the
       Closing;

              (c) in addition to and without  limiting  the scope of  paragraphs
       (a) and (b) above:

               (I)  any claim against  Aptus or NEI for  workman's  compensation
                    pending  as of the  Closing or any such claim made after the
                    Closing  based  upon  or  alleging  an  incident   occurring
                    entirely  prior  to  Closing,   including  any   unsatisfied
                    judgments  or other  final  awards or  settlements  reached,
                    whether or not  scheduled in this  Agreement,  except to the
                    extent  properly  reserved for on the December  1994 Balance
                    Sheet;


                                       46
<PAGE>



              (II)  any litigation instituted or threatened against Aptus or NEI
                    as of the Closing,  including any  unsatisfied  judgments or
                    other final awards or  settlements  reached,  whether or not
                    scheduled in this  Agreement,  except to the extent properly
                    reserved for on the December 1994 Balance Sheet;

              III)  any litigation instituted or threatened against Aptus or NEI
                    after  the  Closing  based  upon  or  alleging  an  incident
                    occurring entirely prior to Closing;

              (IV)  any  litigation  instituted or  threatened  against Aptus or
                    NEI, other than litigation addressed by items (II) and (III)
                    above,  but only to the extent  attributable to the business
                    of Aptus or NEI prior to the Closing;

              (V)   any  liability of any kind  whatsoever  (i) arising from any
                    incident or  occurrence  prior to July 1985 and  relating in
                    any way to the business  operations of NEI, any  predecessor
                    of NEI, any Person  merged into NEI or Aptus,  or any Person
                    whose  liabilities  were assumed by NEI or Aptus as a result
                    of an acquisition, divestiture or reorganizations whether by
                    operation of law or  otherwise,  or (ii) relating in any way
                    to the business operations of National Oil Processing, Inc.,
                    Coffeyville Truck Center, Inc., National Investment Company,
                    or any Person  required to be identified  on Schedule  3.1.3
                    but omitted therefrom. This section is intended to extend to
                    any claims  made  against  Aptus with  regard to the one (1)
                    acre  parcel  of  property  owned by Hawks  and  Meehan  and
                    located at the Coffeyville Facility.

               (VI) any Undisclosed Liabilities.

          The foregoing items (a), (b) and (c) being collectively referred to as
the "Retained Liabilities."

          11.2 Indemnification by Buyer. Subject to the other provisions of this
Article 11 and Article 12 relating to certain environmental  indemnities,  Buyer
shall indemnify and hold Seller, its Affiliates and their respective  employees,
representatives,  officers,  directors  and agents  (the  "Seller  Indemnitees")
harmless from and against any Damages suffered by any Seller Indemnitee  arising
out of:

              (a) the breach of any  representation or warranty made by Buyer in
       this  Agreement  or in any other  agreement or  certificate  delivered by
       Buyer at the Closing;

              (b) the breach of any  covenant by Buyer in this  Agreement  or in
       any other agreement executed and delivered at the Closing;

              (c) any claim made against Aptus or NEI for workman's compensation
       made after the  Closing,  except to the extent such claim  constitutes  a
       Retained Liability;

              (d) any litigation  instituted or threatened  against Aptus or NEI
       after the Closing, except to the extent such claim constitutes a Retained
       Liability;

              (e) after the Closing Date, the failure by Buyer,  NEI or Aptus to
       perform


                                       47
<PAGE>


       any of its obligations,  except to the extent that such obligations arise
       from  events  or  conditions   that  entitle  any  Buyer   Indemnitee  to
       indemnification pursuant to this Agreement; or

              (f)  the  operation  of  the  Business  after  the  Closing  Date,
       including  any  liability  of Seller as surety or  indemnitor  for NEI or
       Aptus under any  performance  or surety  bond or letter of credit  (other
       than those  referred  to and  specifically  handled  pursuant  to Section
       5.8.5) relating to post closing operations of NEI or Aptus, except to the
       extent that such Damages constitute a Retained Liability.

          11.3  Notice and Resolution of Claims.

               11.3.1 Notice.  Each indemnified  party (a  "Beneficiary")  shall
promptly give written notice to the indemnifying Party after obtaining knowledge
of any claim that it may have pursuant to this Article 11. Such notice shall set
forth in reasonable detail the claim and the basis for indemnification.

               11.3.2 Right to Assume Defense. If such claim for indemnity shall
arise from a claim or Action  involving a third party (a "Third  Party  Claim"),
the Beneficiary  shall permit the indemnifying  Party to assume its defense.  If
the  indemnifying  Party assumes the defense of such Third Party Claim, it shall
take all steps necessary to investigate, defend or settle such Action and shall,
subject to Section 11.4, hold the Beneficiary  harmless from and against any and
all  Damages  caused  by or  arising  out  of  any  settlement  approved  by the
indemnifying  Party or any judgment in  connection  with such Third Party Claim.
Without the written consent of the Beneficiary, the indemnifying Party shall not
consent  to entry of any  judgment  or enter into any  settlement  that does not
include an unconditional and complete release of the Beneficiary by the claimant
or  plaintiff  making  the Third  Party  Claim  (except in the case of an Action
involving a Governmental  Authority  where the  Governmental  Authority does not
typically  provide an  unconditional  and  complete  release,  in which case the
indemnifying  Party shall not consent to entry of any judgment or enter into any
settlement that does not contain  customary  nonadmissions  and settlement terms
peculiar to that  Governmental  Authority).  The  Beneficiary may participate in
such defense or settlement through its own counsel, but at its own expense.

               11.3.3  Failure to Assume  Defense.  Failure by the  indemnifying
Party to notify the  Beneficiary  of its  election  to assume the defense of any
Third Party Claim  within  thirty (30) days after its receipt of notice  thereof
shall be deemed a waiver by the  indemnifying  Party of its right to assume  the
defense of such Third Party Claim.  In such event,  the  Beneficiary  may defend
against such Third Party Claim in any manner it deems  appropriate,  at the cost
and expense of the  Indemnifying  Party.  The  Beneficiary may settle such Third
Party  Claim or  consent  to the entry of any  judgment  with  respect  thereto,
provided that it acts reasonably and in good faith.

          11.4  Limits on Indemnification.

               11.4.1  Seller shall not be liable to defend,  indemnify and hold
harmless  Buyer  against any Damages  under this Article 11 unless and until the
aggregate  Damages  exceed Five  Hundred  Thousand  ($500,000.00)  Dollars  (the
"Basket"),  and then


                                       48
<PAGE>


shall be liable only for Damages in excess of the Basket.  Furthermore,  neither
Party  shall be liable to  indemnify,  defend and hold  harmless  an  Indemnitee
against Damages in respect of which  indemnification  may be available in excess
of  $135,000,000  (the  "Cap");  provided,  however,  that  the  breach  or non-
fulfillment of any covenant,  undertaking or agreement (as distinguished  from a
breach of a  representation  or warranty)  shall not be subject to, nor apply in
calculating,  the Basket or the Cap. For purposes of determining the Basket, any
breach by Seller of a representation  or warranty  hereunder shall be determined
without  regard to whether  the breach  resulted in a Material  Adverse  Effect.
Notwithstanding  the  foregoing,  the  liability  of Seller with  respect to the
following items shall not be subject to, nor apply in calculating, the Basket or
the Cap:  Section  3.22  (Taxes);  Section  7.2  (Tax  Covenants);  Section  7.1
(Employee Matters);  Section 11.1 (c) (I) (relating to Workman's  Compensation);
Section  11.1 (c) (II)  (relating to pending  litigation);  Section 11.1 (c) (V)
(relating  to certain  potential  predecessor  liabilities);  and  Section  3.15
(Accounts  Receivable).  In addition, the limitations period provided in Section
11.5  shall not  apply to the  items  enumerated  in the  immediately  preceding
sentence  and  Seller's   representations  and  warranties  and  indemnification
obligations  related to such items shall survive  indefinitely  (subject only to
applicable  statutes  of  limitations  and any  extensions  thereto),  with  the
exception  of Section  11.1 (c) (V) which  shall  survive for  twenty-five  (25)
years.

               11.4.2 The determination of Final Adjusted Net Worth and the post
Closing  adjustment of the Purchase Price in accordance  with Section 2.4 hereto
shall not  affect  Buyer's  ability  to seek  indemnification  for a breach of a
representation or warranty relating to the Financial  Statements.  Buyer may not
make a claim  against  Seller for breach of Section  3.15  relating  to accounts
receivable,  unless it has  attempted  to collect  same in  accordance  with its
normal  collection  procedures.  Buyer shall also be  required to apply  amounts
which it collects on receivables  in the order in which the accounts  receivable
were created, except with respect to disputed receivables.

          11.5 Survival. With the exception of those items identified in Article
12 or Section 11.4, Seller's  representations and warranties and indemnification
obligations  under  this  Agreement  shall  terminate  three (3) years  from the
Closing Date.  Representations  and  warranties  that are made as of a specified
date or are remade as of the  Closing  Date are not  intended to be deemed to be
remade effective as of a date subsequent to the Closing Date.

          11.6 Exclusive  Remedy.  The remedies of Buyer and Seller provided for
in this Agreement shall be the exclusive remedies of the Parties with respect to
the matters covered by this Agreement, the events giving rise to this Agreement,
the Purchased Assets and the Business. Without limiting the generality or effect
of the foregoing, as a material inducement to the other party entering into this
Agreement,  except for the  remedies  set forth in this  Agreement,  each of the
Parties  hereby  waives  any  claim or cause of  action  which it might  assert,
including,  without limitation,  under the common law, federal, state or foreign
securities,  trade  regulation,  or other law, by reason of this Agreement,  the
matters covered hereby, the events giving rise to this Agreement,  the Purchased
Assets or the  Business.  Buyer shall not be entitled  to a  rescission  of this
Agreement.

          11.7 No Mitigation. The representations and warranties of either Party
shall not be mitigated by any investigation  conducted by the other Party or its
representatives prior to Closing.


                                       49

<PAGE>

          11.8  Indemnity Payments.  All payments  made pursuant to Section 11.1
(other than interest  payments) will be treated by the Parties on all Returns as
an adjustment to the Purchase Price.

          11.9  Buyer's Cooperation.

               11.9.1 Buyer shall promptly provide Seller with (a) copies of all
notices  concerning the Retained  Liabilities and any indemnifiable  claims that
Buyer or Aptus receives after the Closing Date, (b) the assistance,  at Seller's
cost,  of all  directors,  officers,  employees,  representatives  and agents of
Aptus, and (c) all other  information  concerning the Retained  Liabilities that
Seller needs or requests to manage and defend the Retained Liabilities.

          11.10  Payment and Assignment of Claims.

               11.10.1  Payment.  Upon final  determination  by agreement of the
Parties or pursuant to arbitration as set forth in Section 14.12 that a Party is
entitled to  indemnification  under this Article,  the indemnifying  Party shall
promptly pay or reimburse,  as  appropriate,  the Beneficiary for any Damages to
which it is entitled to be indemnified hereunder. Neither Party shall permit any
exercise  of any right of  set-off  against  the other  Party  until  such final
determination is made.

               11.10.2   Assignment.   If  any  of  the  Damages  for  which  an
indemnifying Party is responsible or allegedly responsible under this Article 11
are recoverable or potentially recoverable against any third party, other than a
Beneficiary's  insurer,  at  the  time  when  payment  is  due  hereunder,   the
Beneficiary  shall  assign any and all rights  that it may have to recover  such
Damages to the indemnifying  Party or, if such rights are not assignable for any
reason,  the  Beneficiary  hereunder  shall attempt in good faith,  at the other
party's cost and  expense,  to collect any and all damages and losses on account
thereof from such third party for the benefit of the indemnifying Party.

          11.11 Other  Beneficiaries.  Buyer shall cause the Buyer  Indemnitees,
and Seller shall cause the Seller Indemnitees, to comply with the provisions and
to abide by the limitations set forth in this Article 11.

          11.12  Consequential Damages; Other Limitations.

               11.12.1  Seller shall have no  obligation to indemnify any of the
Buyer Indemnitees  against any Consequential  Damages suffered or alleged by any
of the Buyer Indemnitees. Buyer shall have no obligation to indemnify any of the
Seller Indemnitees against any Consequential  Damages suffered or alleged by any
of the  Seller  Indemnitees.  This  restriction  shall  not  apply to a  party's
obligation to indemnify an Indemnitee against  Consequential Damages suffered or
alleged by a Person other than the Indemnitee.

               11.12.2  Neither party shall have any obligation to indemnify the
other party or its  Indemnitees to the extent that Damages  (including  Retained
Liabilities)  are caused,  contributed  to or  exacerbated by the actions of the
party seeking indemnification or its contractors, subcontractors or agents.


                                       50
<PAGE>



ARTICLE 12

CERTAIN ENVIRONMENTAL MATTERS

          12.1  Seller's Environmental Responsibility.

               12.1.1 Seller Indemnity.  Subject to the other provisions of this
Article 12, Seller shall indemnify and hold harmless the Buyer  Indemnitees from
and against any and all Damages suffered by any Buyer Indemnitee  arising out of
(collectively, the "Seller's Environmental Responsibility"):

          (a)  Identified Environmental Concerns;

          (b)  Off-Site  Disposal  to the extent  attributable  to the  Business
               prior to Closing;

          (c)  Existing Environmental Violations,  except to the extent reserved
               for on the December 1994 Balance Sheet;

          (d)  Environmental  Violations discovered after Closing, to the extent
               attributable to the Business prior to Closing;

          (e)  Existing Third Party Environmental Claims;

          (f)  Third Party Environmental Claims to the extent attributable to an
               Identified Environmental Concern; and

          (g)  Third Party Environmental  Claims (excluding those under Sections
               12.1 (e) and 12.1 (f)  above) to the extent  attributable  to the
               Business prior to Closing.

          (h)  Government  Remediation Claims to the extent  attributable to the
               Business prior to Closing.

               12.1.2 For  purposes  of this  Article 12, the  "Business"  shall
refer to any  business  conducted  by NEI,  Aptus or any  Person  identified  or
required to be identified on Schedule 3.1.3.

          12.2  Buyer  Environmental   Responsibility.   Subject  to  the  other
provisions  of this  Article 12,  Buyer shall  indemnify  and hold  harmless the
Seller  Indemnitees  from and against any and all Damages suffered by any Seller
Indemnitee   arising   out  of   (collectively,   the   "Buyer's   Environmental
Responsibility"):

          (a)  Off-Site Disposal to the  extent attributable  to Buyer, Aptus or
               NEI post Closing;

          (b)  Environmental  Violations  to  the extent attributable  to Buyer,
               Aptus or NEI post Closing; and


                                       51
<PAGE>


          (c)     Third Party  Environmental  Claims to the extent  attributable
                  to Buyer, Aptus or NEI post Closing.

          12.3    Identified  Environmental Concerns. "Identified  Environmental

          Concerns"   shall   refer  to  the   following   items  and   Seller's
          responsibility therefor shall be as set forth in Section 12.10:

          (a)  "Coffeyville    Contamination".    The   identified   groundwater
               contamination   and  other  sources  of   contamination   at  the
               Coffeyville,   Kansas  facility  (the   "Coffeyville   Facility")
               identified on Schedule 12.3 hereto.

          12.4  Off-Site  Disposal.  "Off-Site  Disposal"  shall  refer  to  the
disposal  off-site  of  Hazardous  Wastes or PCBs,  provided  that the  off-site
migration of Hazardous  Substances  from  on-site  disposal at a facility  being
transferred  hereunder to Buyer shall be treated as a Third Party  Environmental
Claim. In the case of Seller's Environmental Responsibility,  Seller's indemnity
shall extend to disposal  sites whether or not listed by Seller on Schedule 3.18
hereto, but shall not extend to (a) any sites ever owned or operated by Buyer or
its  Subsidiaries,  or (b) sites identified on Schedule 3.18 which Buyer, in its
sole  discretion,  shall  have  identified  prior to the  execution  hereof,  as
acceptable facilities.

          12.5 Environmental Violations.  "Environmental  Violations" shall mean
any violation, as of the Closing Date, of Environmental Laws (as such laws exist
as of the Closing Date) in the operation of the Business, or the failure to have
any Permit, as of the Closing Date, required by Environmental Laws (as such laws
exist as of the  Closing  Date)  which are  imposed on or incurred by Buyer as a
result of an  affirmative  obligation  imposed  upon  Buyer by the  actions of a
Governmental  Authority,  except to the extent reserved for on the December 1994
Balance  Sheet.  "Existing  Environmental  Violations"  shall be those  that are
scheduled or required to be scheduled in this Agreement.

          12.6  Third Party Environmental Claim.

               12.6.1  "Third  Party  Environmental  Claim"  means any claim for
Damages,  including those for personal injury or property damage, resulting from
or alleged to result from exposure to any Hazardous Substance as a result of the
operation of the Business  asserted by any Person other than a party entitled to
indemnification under this Agreement,  whether or not caused by an Environmental
Violation.  Third Party  Environmental  Claims shall include (a) any claims made
under  performance or surety bonds issued in connection  with the Business prior
to  Closing  and  (b)  any  claims  that  any  Hazardous  Substance   generated,
transported or disposed of in connection with the Business,  has been found at a
site at which any Person (other than a party entitled to  indemnification  under
this  Agreement)  has  conducted,  plans to conduct,  or has  demanded  that the
receiver  of the  notice  conduct a  remedial  investigation,  removal  or other
response  action  pursuant to any  Environmental  Law. An "Existing  Third Party
Environmental  Claim"  shall be one  which  has been  made in  writing  prior to
Closing, whether or not scheduled in this Agreement.

               12.6.2 With  respect to Third Party  Environmental  Claims  based
upon or alleging Damages as a result of exposure occurring or condition existing
from or on any


                                       52
<PAGE>


Real Property both before and after the Closing,  responsibility  shall be borne
pro rata by Seller  and Buyer in  proportion  to the  relative  lengths of third
party  exposure  during  their  respective  periods  of  occupancy  of the  Real
Property;  provided  that, for purposes of this  allocation,  (A) the respective
periods of occupancy for any claim shall be determined as of the date such claim
is first presented or filed and (B) subject to its right to pursue  contribution
or indemnity from any other third party,  Seller's  occupancy  shall include any
period of occupancy  by its  predecessors-in-interest  during which  exposure is
alleged.

          12.7 Government  Remediation  Claim.  "Government  Remediation  Claim"
means a Thirty Party Claim brought by a  Governmental  Authority  (other than an
Identified   Environmental   Concern)   relative  to  the   remediation  of  any
contaminated  property and shall  extend to any  investigation,  remediation  or
corrective action mandated by such Government Authority (including  inspections,
monitoring, sampling and removal of contaminated property).

          12.8  Limitations and Deductibles.

               12.8.1 Seller's Environmental  Responsibility shall be limited in
accordance  with the following  table which  identifies  by cross  reference the
items in Section 12.1:

     Category                 Limitations Period               Deductible

12.1(a) (Identified           Until remediated                 None
        Environmental         as set forth in
        Concerns)             Section 12.10

12.1(b) (Off-Site             5 years after Closing            None
        Disposal)

12.1(e) (Existing             30 months after Closing          None
        Environmental
        Violations)

12.1(d) (Environmental        30 months after Closing          $150,000
        Violations                                             in the
        Discovered                                             aggregate
        after Closing)

12.1(e) (Existing Third       10 years after Closing           None
        Party Environ-
        mental Claims)

12.1(f) (Third Party
        Environmental         The later of 10 years            None
        Claims attributable   after Closing or  until the
        to an Identified      Identified  Environmental
        Concern)              Concern is remediated
                              as set forth in Section 12.10

12.1(g) (Third Party          10 years after Closing           $1,000,000
        Environmental                                          in the
        Claims)                                                aggregate


12.1(h) (Government           5 years after Closing            $400,000
        Remediation                                            in the
        Claims)                                                aggregate


                                       53
<PAGE>



               12.8.2  With  respect  to the items set forth in  Section  12.8.1
above: (a) Seller's Environmental  Responsibility shall expire at the end of the
Limitations  Period  specified unless Buyer has made a written claim for Damages
prior  to the  expiration  of such  period  or  upon  Seller's  completion  of a
scheduled  or specific  item;  and (b) Buyer  shall  assume  responsibility  for
Damages up to the amount of the Deductible therein specified.

               12.8.3 The responsibilities for Deductibles and Damages set forth
in this Article 12 shall be distinct from those in Article 11 and not be subject
to nor apply in  calculating  any Baskets set forth in Article 11. To the extent
that the recovery of Damages is addressed by one of the  categories set forth in
Section 12.1.1, Article 12 shall govern to the exclusion of Article 11; provided
that to the extent any Damages are  recoverable  by any Buyer  Indemnitee  under
Section 11.1 (c) (V) (relating to certain potential predecessor liabilities), it
shall also be entitled to indemnification  under such Section;  provided further
that the exclusive  remedy of any Buyer  Indemnitee  for Damages with respect to
Identified  Environmental  Concerns  recoverable under Section 12.10 shall be as
set forth in that Section.

               12.8.4  Seller shall have no  obligation  to  indemnify  and hold
harmless  the  Buyer  Indemnitees  under  this  Article  12  in  excess  of  the
$135,000,000  cap set forth in Section  11.4;  provided that (a) for purposes of
calculating this limitation, Seller shall be afforded a dollar for dollar credit
for Damages it has indemnified Buyer against under Article 11 to the extent that
such  Damages are  governed  by the cap;  and (b) the  liability  of Seller with
respect to Off-Site  Disposal  shall not be subject to, nor apply in calculating
any deductibles or cap.

          12.9  Miscellaneous.  The following Sections of Article 11 shall apply
equally to Article 12 and the  obligations of Seller under this Article 12 shall
be deemed Retained Liabilities.

               11.3  Notice and Resolution of Claims
               11.6  Exclusive  Remedy
               11.7  Mitigation
               11.8  Indemnity Payments
               11.9  Buyer's Cooperation
               11.10 Payment and Assignment of Claims
               11.11 Other  Beneficiaries
               11.12 Consequential Damages; Other Limitations

          12.10  Certain Remediation Activities.

               12.10.1  Coffeyville Contamination.

                    12.10.1.1  Responsibility  of  Seller.  In the  case  of the
remediation of the  Coffeyville  Contamination,  Seller shall,  at Seller's sole
cost and expense, perform such investigation,  remediation or corrective action,
in full compliance with the requirements of any Governmental  Authority (whether
or not  pursuant  to  Environmental  Laws in  effect  on or  prior  to  Closing)
including inspections,  monitoring,  sampling and the removal of any groundwater
and associated soils and any other materials  mandated by an affirmative  action
of a Governmental Authority. Seller's obligation under this Section shall


                                       54
<PAGE>


extend to (a) the ongoing RCRA corrective action (the "RCRA Action") and (b) any
other investigation,  remediation or corrective action initiated within ten (10)
years  after  Closing  by any  Governmental  Authority  in  connection  with the
Coffeyville Contamination or the items identified on Schedule 12.3 as sources or
potential  sources  of  contamination.  Seller  shall  also be  responsible  for
maintaining any financial  assurances required by any Governmental  Authority in
connection with the above, whether required under a RCRA corrective action order
or as part of the  Coffeyville  Facility's  RCRA or TSCA permits;  provided that
this obligation shall not extend to any Financial  Assurances otherwise required
of Buyer as part of the Coffeyville Facility's RCRA or TSCA permits.

                    12.10.1.2 TCE Cost Sharing. Buyer shall not be restricted by
this  Agreement  in its  ability  post  Closing  to  transport,  store,  handle,
incinerate or otherwise  dispose of waste streams  containing  trichloroethylene
(TCE)  at the  Coffeyville  Facility.  However,  in the  event  the  Coffeyville
Facility  engages in any of the foregoing  activities or otherwise begins to use
TCE in its  operations  post  Closing,  Buyer and Seller agree that  remediation
costs under the RCRA  Action  shall be borne by both Buyer and Seller in a ratio
such that  Seller's  percentage  of liability  decreases by five (5) percent for
each 100,000 pounds of TCE, if any,  brought onto the  Coffeyville  Facility for
use in Buyer's  operations  post Closing or spilled by Buyer at the  Coffeyville
Facility post Closing.


               12.10.1.3 Survival.  Seller's  responsibility and liability under
this  Agreement  with  respect  to the  RCRA  Action  shall  terminate  when the
remediation has achieved to the satisfaction of the  Governmental  Authority the
established  remediation  clean up levels required by the final remediation plan
and such  levels  have  been  sustained  for one (1) year.  After  this has been
achieved,  any post remediation  monitoring of the Coffeyville Facility required
as a result of the facility's RCRA permit or the groundwater contamination shall
be the sole responsibility of Buyer.

               12.10.2  Control.   With  respect  to  Identified   Environmental
Concerns or  Government  Remediation  Claims,  Seller shall have full control in
dealing and negotiating with the cognizant regulatory authorities; provided that
(a) Buyer shall have the right to attend, at its own expense,  any meetings with
the regulatory  authorities and shall be provided copies of all  correspondence,
reports, or other documents  (including  inspections,  monitoring,  sampling and
analytical  results)  submitted  or received by or on behalf of Seller,  and (b)
Seller shall not, without the prior written consent of Buyer (which shall not be
unreasonably  withheld),  take any measure or step that imposes any unreasonable
burden or encumbrance  upon the operation or conduct of Buyer's  business unless
mandated to do so by a Governmental  Authority. In this regard, Seller agrees to
coordinate its  activities  with Buyer's plant manager and safety manager at the
facility  in  question.  In the event that  Buyer  shares  liability  due to its
actions post Closing as provided herein,  Buyer shall have equal  responsibility
in proportion to its liability in dealing with the  regulatory  agency(ies).  In
any event,  Buyer shall have the right to review all submissions or proposals to
the cognizant regulatory  agency(ies)  reasonably in advance of such submissions
or proposals being offered to such agency(ies).

               12.10.3 Access. Buyer hereby grants to Seller and its consultants
a right of reasonable  access to its  facilities  (and those of its tenants,  if
required) in order to meet its obligations  under this Article 12; provided that
Seller shall conduct any such


                                       55
<PAGE>


remediation  or  corrective  action in a manner so as to assure no  unreasonable
interference  with the ongoing  operations or conduct of Buyer's business unless
mandated to do so by a Governmental Authority. Any dispute under this Section as
to the  reasonableness  of Seller's  actions may be submitted for  resolution to
arbitration  as set forth in Section  14.12.  Buyer shall  allow  Seller and its
representatives  and  agents  to store  all  equipment  and  materials  that are
necessary  or  desirable  for  undertaking  remediation  or  corrective  actions
required.

               12.10.4  Cooperation.  With respect to  Identified  Environmental
Concerns or Government Remediation Claims, each party shall reasonably cooperate
with the other towards  effecting any remediation or corrective  action required
and shall provide the other with copies of any studies,  analytical test results
or reports which may come into its possession or control,  including consultants
retained by or on its behalf with respect to environmental  conditions.  As long
as Seller's  Environmental  Responsibility at a facility is in effect,  (a) each
party  shall  provide  notice  and  documentation  to the  other  of  any  spill
incidents, whether or not reportable, occurring after the Closing Date in, on or
around the Coffeyville Facility,  Lakeville facility or Utah facility within ten
(10) days of such incident and (b) each party shall also promptly provide to the
other  a  copy  of  any  written  statement,   report,   notice,   registration,
application,  permit,  license, claim, action or proceeding given to or received
from any Person  entering  or  occupying  the  Coffeyville  Facility,  Lakeville
facility  or Utah  facility  concerning  the  spill,  release,  discharge  of or
exposure  to any  Hazardous  Substance  or  contamination  in,  on, or about the
Coffeyville  Facility,  Lakeville  facility or Utah  facility  including but not
limited to all such documents as may be involved in any air and water discharges
from the site.  Further,  the Buyer shall provide to Seller reasonable access to
its  purchasing  and disposal  records and shall  provide  timely  notice of any
material  change in type or  volume of  product  used in its  operations  at the
Coffeyville  Facility greater than  thirty-three and one-third (33 1/3%) percent
of the preceding year's annual inventory.

               12.10.5 Monitoring and Sampling. Buyer agrees that Seller may for
the  purposes of (a)  complying  with  government  ordered  remediation;  or (b)
establishing  baseline  assessments of  contamination;  or (c) monitoring of any
new,  preexisting  or  suspected  contamination;  take soil  samples  or install
additional  groundwater  monitoring  wells and  sample  such  wells and soils as
needed in specific areas of concern; provided that Seller shall conduct any such
remediation  or  corrective  action in a manner so as to assure no  unreasonable
interference  with the ongoing  operations or conduct of Buyer's business unless
mandated to do so by a Governmental  Authority.  Any disputes under this Section
as to the  reasonableness of Seller's actions may be submitted for resolution to
arbitration  as set forth in Section  14.12  with the  exception  of  government
mandated  actions.  Buyer  shall be given  advance  notice of such  testing  and
sampling and shall be entitled to split samples,  if requested,  at its expense.
Buyer  may also  choose to  conduct  its own  testing  and  sampling  (including
sampling of groundwater  wells installed by Seller).  Buyer and Seller agree, at
Seller's sole cost and expense (except as noted below) to the  establishment and
permanent  location,  if  necessary,  of a  Westinghouse  representative  on the
Coffeyville  site and further agree to provide such  representative  with office
space  to  perform  the   remediation,   monitoring  and  oversight  of  planned
remediation  activities at the site as well as baseline monitoring of activities
at site.  Buyer  agrees to absorb  the costs of office  space for such full time
representative over the lifetime of the remedial action.

               12.10.6 Conduct. If Seller or its officers,  employees, agents or


                                       56
<PAGE>


representatives  enter any properties of Aptus, pursuant to this Agreement after
the  Closing,  each Party shall  indemnify  and save  harmless the other and its
Indemnitees  from and  against  any  Damages  arising  therefrom  to the  extent
resulting from the negligence or willful misconduct of the Indemnifying Party or
its contractors, subcontractors or agents.

ARTICLE 13

DEFINITIONS

          For purposes of this  Agreement,  the terms set forth below shall have
the following meanings:

          "AAA" shall have the meaning set forth in Section 14.12.

          "Action" means any action, suit, arbitration,  inquiry,  proceeding or
investigation by or before any Governmental Authority.

          "Affiliate"  means,  for any  Person,  any other  Person  controlling,
controlled  by, or under common  control with such  Person.  The term  "control"
means the  possession,  directly  or  indirectly,  of the  power to  direct  the
management  and policies of such  Person,  whether  through  ownership of voting
securities, by contract or otherwise.

          "Agreement" means this Purchase Agreement, together with the Schedules
and Exhibits.

          "Aptus"  shall  have the  meaning  set forth in the  recitals  to this
Agreement.

          "Aptus   Shares"   means  1,000  shares  of  Common  Stock  of  Aptus,
constituting all of the issued and outstanding shares of capital stock of Aptus.

          "Assignment and Assumption Agreement" shall have the meaning set forth
in Section 2.2.3.

          "Audited  Financial  Statements"  shall have the  meaning set forth in
Section 3.5.

          "Authenticating  Agent"  shall have the  meaning  set forth in the IDB
Indenture.

          "Basket" shall have the meaning set forth in Section 11.4 hereto.

          "Beneficiary" shall have the meaning set forth in Section 11.3.1.

          "Business" shall have the meaning set forth in the Recitals Section.

          "Buyer"  shall  have the  meaning  set  forth in the  heading  to this
Agreement.

          "Buyer Indemnitees" shall have the meaning set forth in Section 11.1.

          "Buyer's  Employee  Welfare  Benefit  Plan" shall have the meaning set
forth in


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<PAGE>


Section 7.1.6.

          "Buyer's  Environmental  Responsibility"  shall have the  meaning  set
forth in Section 12.2.

          "Buyer's  Pension  Plan"  shall have the  meaning set forth in Section
7.1.4(a).

          "Cap" shall have the meaning set forth in Section 11.4 hereto.

          "Charter Documents" means the articles or certificate of incorporation
and its by-laws, as each has been amended or supplemented from time to time.

          "Closing" shall have the meaning set forth in Section 2.2.1.

          "Closing Date" shall have the meaning set forth in Section 9.1.

          "Closing  Date Closure and Post Closure  Costs" shall have the meaning
set forth in Section 5.8 hereto.

          "Code" means the Internal  Revenue Code of 1986,  as amended from time
to time.

          "Coffeyville  Facility"  shall have the  meaning  set forth in Section
12.3.

          "Coffeyville  Contamination"  shall  have  the  meaning  set  forth in
Section 12.3.

          "Confidentiality  Agreement" means the Confidentiality Agreement dated
as of November 30, 1993 between Seller and Buyer.

          "Consent"  means  a  consent,  approval,   authorization,   waiver  or
notification from any Person, including any Governmental Authority.

          "Consequential Damages" are Damages that arise out of any interruption
of business, loss of profits, loss of use of the facilities, claims of customers
or other indirect damages.  Consequential  Damages shall exclude compensatory or
actual  damages  and  incidental  damages  (as that term is used in the  Uniform
Commercial Code).

          "Continuing  Employees"  shall have the  meaning  set forth in Section
7.1.1.

          "Covered Returns" means Returns with respect to Covered
Taxes.

          "Covered Taxes" means any Taxes.

          "Damages" means all losses, claims,  damages, costs, fines, penalties,
obligations,  payments  and  liabilities  (including  those  arising  out of any
Action),  together with all reasonable costs and expenses (including  reasonable
outside  attorneys'  fees and  reasonable  out-of-pocket  expenses)  incurred in
connection with any of the foregoing. Damages shall include any costs of actions
within the definition of "response  action" under CERCLA


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<PAGE>


Section  101(25)  or  any  similar  or  successor  legislation,   including  the
installation  of  equipment at a facility  required to address an  Environmental
Violation.

          "December 1994 Adjusted Net Worth" shall have the meaning set forth in
Section 2.3.2.

          "December  1994 Balance  Sheet" means the Balance Sheet dated December
31, 1994 and attached to Schedule 3.5 hereto.

          "Dollars" or "$" means lawful currency of the United States.

          "Effective Conversion Date" shall have the meaning set forth in either
Section 7.8.3.1 or Section 7.8.3.2, as applicable.

          "Employee" shall have the meaning set forth in Section 3.20.1.

          "Employee  Benefit  Plans" shall have the meaning set forth in Section
3.21.1.

          "Employee  Welfare  Benefit Plans" shall have the meaning set forth in
Section 3(1) of ERISA, whether or not such plans are subject to ERISA.

          "Environmental  Laws"  means any of the  following  in  effect  and as
interpreted as of the Closing Date: the  Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980, as amended,  42 U.S.C.  Section 9601 et
seq.; the Toxic  Substance  Control Act, as amended,  15 U.S.C.  Section 2601 et
seq.; the Hazardous Materials  Transportation Act, as amended 49 U.S.C.  Section
1802 et seq.;  the Resource  Conservation  Recovery  Act, as amended,  42 U.S.C.
Section 9601, et seq.; the Clean Water Act, as amended,  33 U.S.C.  Section 1251
et seq.;  the Safe  Drinking  Water Act,  42 U.S.C.  Section  7401 et seq.;  the
Occupational  Safety and Health  Act,  29 U.S.C.  Section  651 et seq.;  and all
applicable U.S. federal, state, municipal, local and foreign laws, principles of
common law ordinances, codes, as well as orders, decrees, judgments, seizures or
injunctions  issued,  promulgated,  approved or entered on or before the Closing
Date  thereunder  relating  to  pollution,  protection  of the  environment,  or
protection  of  the  public  from  pollution  or  employee  health  and  safety,
including,  but not limited to the release or  threatened  release of  Hazardous
Substances  into  the  environment  or  otherwise   relating  to  the  presence,
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of Hazardous Substances.

          "Environmental Violations" shall have the meaning set forth in Section
12.5.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

          "ERISA Plan" shall have the meaning set forth in Section 3(3) of ERISA
with respect to employee benefit plans maintained or contributed to by Seller on
behalf of Aptus or Aptus  that  currently  cover  Employees  and are  subject to
ERISA.

          "Existing  Environmental  Violations" shall have the meaning set forth
in Section 12.5.


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<PAGE>


          "Existing Third Party Environmental  Claim" shall have the meaning set
forth in Section 12.6.

          "Final Adjusted Net Worth" shall have the meaning set forth in Section
2.4.1.

          "Financial  Assurances"  shall have the  meaning  set forth in Section
5.8.

          "Financial  Statements"  shall have the  meaning  set forth in Section
3.5.

          "Flexible  Period"  shall  have  the  meaning  set  forth  in the  IDB
Indenture.

          "Flexible Rate" shall have the meaning set forth in the IDB Indenture.

          "GAAP" means generally accepted accounting principles.

          "Governmental Authority" means any federal, state or local government,
any of its subdivisions, agencies, authorities,  commissions, boards or bureaus,
any special improvement district,  any federal, state or local court or tribunal
of competent jurisdiction.

          "Governmental  Remediation  Claim" shall have the meaning set forth in
Section 12.7.

          "Guarantee" means any guarantee,  any  indemnification  obligation and
any other contingent  obligation to purchase,  to provide funds for payment,  to
supply funds to invest in any Person or  otherwise to assure a creditor  against
loss including performance bonds and letters of credit.

          "Hazardous  Substance"  means any of the  following  in effect  and as
interpreted as of the Closing Date:  any "hazardous  substance" as defined under
CERCLA or the rules and regulations promulgated thereunder, any Hazardous Waste,
radioactive materials,  petroleum or petroleum-derived  substance or waste, PCB,
asbestos, or any constituent or combination of any of the above.

          "Hazardous  Waste" means  "hazardous  waste" as defined in RCRA or the
rules and regulations promulgated thereunder (as in effect and as interpreted as
of the Closing Date).

          "HSR Act" means the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended, and the regulations promulgated thereunder.

          "IDB  Backstop  Expiry  Date"  means the  earliest to occur of (i) the
discharge of the lien of the IDB Indenture  pursuant to Section  12.01  thereof,
(ii) June 1, 2020, and (iii) the Effective Conversion Date.

          "IDB Costs" whether incurred by Buyer or Seller,  shall consist of (i)
any annual or other  periodic fees and expenses  relating to a Letter of Credit,
(ii) any fees or premium payable with respect to an IDB Interest Rate Cap, (iii)
any annual or other periodic fees and expenses payable to the Remarketing  Agent
(subject to Section 7.8.2  hereof),  (iv)


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<PAGE>


any annual or other periodic fees and any expenses payable to any rating agency,
(v) the interest  payable on the aggregate  principal  amount of the IDBs at the
IDB Interest Rate, but shall not include any Underwriting Costs.

          "IDB  Indenture"  means the Indenture of Trust between  Tooele County,
Utah and Security Pacific  National Trust Company (New York), as Trustee,  dated
as of June 1, 1990, as amended.

          "IDB  Interest  Rate"  means at any time the actual  interest  payable
(without giving effect to any penalty charges) on the IDBs by the Company (after
giving  effect to the  Interest  Rate Cap but before  giving  effect to the cost
sharing provision of this Agreement),  as it may be adjusted pursuant to Section
7.8.3.2 (a).

          "IDB Interest  Rate Cap" means a policy or contract  allocating to the
provider  thereof the  obligation  to pay a portion of the interest  which Buyer
obligated to pay with  respect to the IDBs,  issued in  accordance  with Section
7.8.5.2, as the same may from time to time be reissued or extended in accordance
with its terms, or any substitute therefor which, in any case shall be issued by
a provider and be on terms and subject to  conditions  reasonably  acceptable to
Seller.

          "IDB Loan Agreement" shall have the meaning set forth in Section 2.1.

          "IDBs"  means the  industrial  development  bonds  defined  in Section
2.1(b).

          "Identified  Environmental  Concerns" shall have the meaning set forth
in Section 12.3.

          "Immediate  Notices"  shall  have  the  meaning  set  forth in the IDB
Indenture.

          "Income Tax" means any  federal,  state or local  income,  alternative
minimum  and  franchise  or other  similar  tax,  duty,  governmental  charge or
assessment  imposed by or on behalf of any Governmental  Authority that is based
on or  measured  by income  (including,  interest  and  penalties  on any of the
forgoing).

          "Income Tax Returns" means any Returns with respect to
Income Tax.

          "Independent Firm" shall have the meaning set forth in Section 2.3.1.

          "Intellectual  Property"  shall have the  meaning set forth in Section
3.19.1.

          "Interim  Period"  means,  with respect to any Tax,  imposed on NEI or
Aptus on a periodic  basis for which the  Closing  Date is not the last day of a
Short  Period,  the  period of time  beginning  on the  first day of the  actual
taxable  period that  includes (but does not end on) the Closing Date and ending
on the Closing Date.

          "Issuer" shall have the meaning set forth in the IDB Indenture.

          "Law" means any statute, rule, regulation or ordinance.


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<PAGE>


          "Lease"  means any lease or sublease  of real or personal  property to
Aptus.

          "Leased Personal Property" shall have the meaning set forth in Section
3.10.2.

          "Leased  Real  Property"  shall have the  meaning set forth in Section
3.9.2.

          "Letter of Credit"  shall mean an  irrevocable  letter of credit to be
dated  the  Closing  Date  from a bank in favor  of the  trustee  under  the IDB
Indenture, issued at the request of Seller, as the same may from time to time be
reissued or extended in accordance with its terms, or any substitute therefor.

          "Letter of Intent"  shall  mean the Letter of Intent  entered  into on
August 22, 1994 between Buyer and Seller.

          "Lien" means any lien,  mortgage,  deed of trust,  security  interest,
charge, pledge, retention of title agreement, easement, encroachment, condition,
reservation, covenant or other encumbrance affecting title.

          "Mandatory  Tender  Date"  shall have the meaning set forth in the IDB
Indenture.

          "Material  Adverse Effect" means a material  adverse effect on (a) the
Business, financial condition or results of operations of the Business, taken as
a whole (without  giving effect to any effect in the Retained  Liabilities),  or
(b) the ability of Seller to consummate the  transactions  contemplated  by this
Agreement.

          "Material Contracts" means the Contracts identified on Schedule 3.13.

          "Material Lease" means any Real Property Lease or
Material Personal Property Lease.

          "Material  Personal  Property  Lease"  means  any  lease  of  personal
property involving one (1) year or rental  obligations  exceeding Fifty Thousand
Dollars ($50,000.00).

          "NEI"  shall  have  the  meaning  set  forth in the  recitals  to this
Agreement.

          "Non-Transferred  Instrument"  shall  have the  meaning  set  forth in
Section 5.4.2.

          "Off-Site Disposal" shall have the meaning set forth in Section 12.4.

          "Order" means any order, judgment,  injunction, decree or award of any
Governmental Authority.

          "Owned  Real  Property"  shall have the  meaning  set forth in Section
3.9.1.

          "Party" means Buyer or Seller.


                                       62
<PAGE>


          "PCB" means PolyChlorinated Biphenyl.

          "Pension Plan" means the Westinghouse Pension Plan.

          "Period" has the meaning set forth in Section 7.2.1.

          "Permit"  means  any  permit,   license,   certificate   (including  a
certificate of occupancy)  registration,  authorization  or approval issued by a
Governmental Authority.

          "Permitted  Liens"  means (a) Liens for Taxes that are not yet due and
payable or that are being contested in good faith by appropriate proceedings and
as to which reserves have been established  consistent with GAAP, (b) landlords'
and similar Liens imposed by Law that have been incurred in the ordinary  course
of  business,  and  (c)  other  title  defects,  easements,   encroachments  and
encumbrances  that do not,  individually or in the aggregate,  materially impair
the value or continued  use of the property to which they relate,  assuming that
Aptus uses such property for commercial purposes.

          "Person" means an individual, partnership, joint venture, association,
corporation, trust or any Governmental Authority.

          "Plan" shall have the meaning set forth in Section 3.21.1.

          "Post-Closing  Period"  means any Period that begins after the Closing
Date and,  with  respect to any  Period  beginning  before and ending  after the
Closing  Date,  the portion of such Period  commencing  on the day following the
Closing Date.

          "Purchase Price" shall have the meaning set forth in Section 2.1.

          "Rate Period" shall have the meaning set forth in the IDB Indenture.

          "Real Property" means the Owned Real Property and the
Leased Real Property.

          "Real  Property  Lease"  shall have the  meaning  set forth in Section
3.9.2.

          "Remarketing  Agent"  shall  have  the  meaning  set  forth in the IDB
Indenture.

          "Retained  Liabilities"  shall have the  meaning  set forth in Section
11.1 hereto.

          "Returns"  means any  federal,  state or local tax  Returns,  reports,
declarations and forms with respect to Taxes.

          "Savings Program" means the Westinghouse Savings
Program.

          "Seller"  shall  have the  meaning  set forth in the  heading  to this
Agreement.

          "Seller Indemnitees" shall have the meaning set forth in Section 11.2.


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<PAGE>


          "Seller's  Employee  Welfare  Benefit Plan" shall have the meaning set
forth in Section 7.1.6.

          "Seller's  Environmental  Responsibility"  shall have the  meaning set
forth in Section 12.1.

          "Seller's  Knowledge"  or "to the  knowledge of Seller" shall mean the
actual knowledge,  after due and appropriate inquiry of the person identified on
Schedule 13.

          "Seller's Plan" shall have the meaning set forth in Section 7.1.3.

          "Senior  Unsecured  Debentures"  shall have the  meaning  set forth in
Section 2.1.

          "Shares" means 3,000 shares of Common Stock of NEI,  constituting  all
of the issued and outstanding shares of capital stock of NEI.

          "Short-Period" means any Period ending on the Closing Date.

          "Subordinated  Debentures" shall have the meaning set forth in Section
2.1.

          "Subsidiary"  of any Person means any corporation of which 50% or more
of its shares of stock having general voting power under ordinary  circumstances
to elect a majority  of the board of  directors,  managers,  or trustees of such
corporation,  irrespective  of  whether  or not at the time,  stock of any other
class or  classes  shall  have or might  have  voting  power  by  reason  of the
happening of any contingency,  are owned or controlled directly or indirectly by
such Person or by any other Subsidiary of such Person.

          "Tax" or "Taxes" means all income, profits, franchise, gross receipts,
capital, sales, use, withholding, value added, ad valorem, transfer, employment,
social security, disability, occupation, property, severance, production, waste,
excise and other taxes, duties and similar  governmental charges and assessments
imposed by or on behalf of any Governmental  Authority  (including  interest and
penalties thereon).

          "Tax Exemption  Certificate  and  Agreement"  shall mean such document
dated June 26, 1990 among Seller, Issuer and Trustee.

          "Tax Laws" means the Code and all other Laws relating to Taxes.

          "Tender Agent" shall have the meaning set forth in the IDB Indenture.

          "Term Period" shall have the meaning set forth in the IDB Indenture.

          "Terminating  Employees"  shall have the  meaning set forth in Section
7.1.1.

          "Third  Party  Claim"  shall  have the  meaning  set forth in  Section
11.3.2.

          "Third Party Environmental  Claim" shall have the meaning set forth in
Section

                                       64
<PAGE>


12.6.

          "Transition  Employees"  shall have the  meaning  set forth in Section
7.1.1.

          "Trustee" shall have the meaning set forth in the IDB Indenture.

          "Unaudited  Financial  Statements" shall have the meaning set forth in
Section 3.5.

          "Underwriting  Costs" shall mean the underwriting fees and expenses of
the  Remarketing  Agent in connection  with the  remarketing  of the IDBs at the
Closing Date and at the Effective  Conversion Date, and all related underwriting
costs, including,  without limitation,  the fees and expenses of accountants and
bond counsel,  fees and expenses in connection  with the delivery of other legal
opinions or required in connection with obtaining a rating on the IDBs, fees and
expenses   relating  to  any  feasibility  study  required  in  connection  with
remarketing the IDBs, fees and expenses  incurred in connection with the initial
issuance  of the  Letter of Credit  and the  initial  rating  agency  fees,  and
printing and mailing fees, but shall not include any IDB Costs.

          "Undisclosed  Liabilities" shall have the meaning set forth in Section
3.6.

ARTICLE 14

MISCELLANEOUS

          14.1  Severability.  If any provision of this Agreement  shall be held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the  remaining  provisions  of this  Agreement  will not be affected or impaired
thereby.

          14.2  Successors  and  Assigns.  The  terms  and  conditions  of  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns  of the  Parties;  provided,  however,  that this  Agreement  may not be
assigned by any Party without the express written consent of the other Party.

          14.3  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of which shall for all  purposes be deemed to be an original
and all of which when taken together shall constitute the same instrument.

          14.4  Headings.   The  headings  of  the  Sections  are  inserted  for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction hereof.

          14.5 Waiver.  Any of the terms or conditions of this  Agreement may be
waived in writing at any time by the Party  which is  entitled  to the  benefits
thereof. No waiver of any of the provisions of this Agreement shall be deemed or
shall  constitute  a waiver  of such  provision  at any time in the  future or a
waiver of any other provision hereof.

          14.6 No Third-Party  Beneficiaries.  Nothing in this  Agreement  shall
create


                                       65
<PAGE>


any third-party beneficiary rights in any Person other than the Beneficiaries.

          14.7 Sales and Transfer Taxes.  Seller shall pay all sales,  transfer,
deed, duties,  stamp, notary public and other similar taxes, duties and transfer
fees applicable to the  transactions  contemplated  by this  Agreement,  if any,
including fees to record assignments.

          14.8 Other Expenses. Except as otherwise expressly provided for herein
or in any agreement entered into on the date hereof, Seller and Buyer shall each
pay all costs and expenses  incurred by it or on its behalf in  connection  with
this  Agreement and the  transactions  contemplated  hereby,  including fees and
expenses of its own financial consultants,  accountants and legal counsel. Costs
or  expenses  of  Seller  shall be paid by  Seller  and not by Aptus or from the
assets of Aptus.  Any and all fees,  costs and expenses for title or survey work
related  to any of the Real  Property  shall be paid by Buyer.  Any  further  or
additional environmental investigations,  studies or analyses relating to any of
the Real Property shall be paid by Buyer.

          14.9  Notices.  Any  notice,  request,  instruction,  consent or other
document to be given  hereunder  by either party hereto to the other party shall
be in writing and  delivered  personally,  by  nationally  recognized  overnight
courier service,  or sent by registered or certified mail,  postage prepaid,  as
follows:

          If to Seller:

               Office  of the  Chairman
               Westinghouse  Electric  Corporation
               11 Stanwix Street
               Pittsburgh, PA 15222-1384
               Fax Number:

          With a copy to:

               Office of General Counsel
               Westinghouse  Electric  Corporation
               11 Stanwix Street
               Pittsburgh, PA 15222-1384
               Fax Number:

          If to Buyer:

               Office of the Vice Chairman
               Rollins Environmental Services, Inc.
               2200 Concord Pike
               Wilmington, DE  19803


                                    66
<PAGE>


          With a copy to:

               Klaus M. Belohoubek, Esquire
               Rollins Environmental Services, Inc.
               2200 Concord Pike
               Wilmington, DE  19803


or at such other  address for a Party as shall be  specified  in writing by that
Party.  Any notice which is delivered  personally  or by  nationally  recognized
overnight  courier  service to the addresses  provided herein shall be deemed to
have been duly given to the Party to whom it is directed upon actual  receipt by
such  Party.  Any notice  which is  addressed  and  mailed in the manner  herein
provided  shall be  deemed  given to the  Party  to which it is  addressed  when
received.

          14.10 Governing Law; Interpretation. This Agreement shall be construed
in  accordance  with and  governed  by the Laws of  Pennsylvania  applicable  to
agreements  made and to be  performed  wholly  within the  Commonwealth.  Unless
specifically stated, otherwise,  references to Articles,  Sections, Exhibits and
Schedules refer to Articles, Sections, Exhibits and Schedules in this Agreement.
References to "includes" and "including" mean "includes without  limitation" and
"including without limitation."

          14.11 Public Announcements.  Seller and Buyer shall agree on the terms
of the press  releases to be issued upon the  execution  of this  Agreement  and
shall  consult  with each other  before  issuing any other press  releases  with
respect to this Agreement and the transactions  contemplated  hereby,  including
any termination of this Agreement for any reason.

          14.12  Arbitration.

               14.12.1 In the event of any dispute  arising  between the parties
hereto,  regarding any of the terms or  provisions or breach of this  Agreement,
such disputes shall be resolved by submitting same to  arbitration,  the results
of which shall be final and binding upon the parties and in accordance  with the
Commercial Arbitration Rules of the American Association of Arbitrators ("AAA").
Such  arbitration  shall  be held in  Pittsburgh,  Pennsylvania  or  Wilmington,
Delaware,  as determined in the sole  discretion  of the  arbitrators,  before a
three person arbitration panel consisting of practicing  attorneys familiar with
environmental law if the dispute involves  environmental issues. The arbitrators
shall not reside in Pittsburgh  or Wilmington  and shall be subject to the AAA's
no conflict  rules.  The  arbitration  panel  shall be  selected  from a list of
arbitrators supplied by AAA as follows: one arbitrator by Seller, one arbitrator
by Buyer,  and the third  arbitrator  selected by the  arbitrators  appointed by
Seller and Buyer:

          (a) Upon the written or telexed  demand for  arbitration by any of the
parties  hereto,  Buyer and Seller shall appoint their  respective  selection as
arbitrator  not later than ten days  following  receipt of the list  supplied by
AAA.

          (b) The two arbitrators so selected by Buyer and Seller, shall appoint
a


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<PAGE>


third  arbitrator  not  later  than ten (10) days  thereafter  and the three man
arbitration panel so constituted shall call for an arbitration hearing not later
than thirty (30) days  thereafter.  The period of arbitration,  from the time of
the first  hearing,  shall not exceed  ninety  (90) days  unless  such period be
extended by the arbitrators for good cause shown.

          (c) The final decision of the arbitrators  shall be a written decision
setting forth the findings of fact and conclusions  reached by the  arbitrators,
shall be rendered not more than thirty (30) days following the final hearing and
shall be sent to the parties by registered mail forthwith, thereafter.

          (d) The prevailing party in any such arbitration  shall be entitled to
interest on amounts due and to  reimbursement  of fees and  expenses  (including
reasonable attorneys' fees) as determined by the arbitrators.

          (e) The decision of the arbitrators  shall be final and  nonappealable
in accordance with AAA rules,  except as follows:  to the extent that either the
claim for  damages or the amount of damages  awarded  exceeds  Ten  Million  and
00/100  Dollars  ($10,000,000.00),  then the  arbitrators  shall be  required to
include in their decision both the factual and the legal conclusions  reached in
support  of the  decision  and  either  party  shall be  entitled  to appeal the
decision to a court of competent  jurisdiction based on error in the application
of governing legal  principles  only. In this regard,  the arbitrators  shall be
required to observe  Section  11.6 to this  Agreement  (Exclusive  Remedy).  The
findings  of fact shall  remain  undisturbed  unless  manifestly  in error.  The
prevailing party in any such litigation shall be entitled to interest on amounts
due and to reimbursement of fees and expenses (including  reasonable  attorneys'
fees) as  determined  by the court.  For purposes of this  Section,  the parties
consent to the jurisdiction of federal and state courts within  Pennsylvania and
Delaware.

               14.12.2 This Section,  with the exception of the last sentence of
14.1.2.1,  shall not apply to disputes under Section 7.4  (Non-Competition).  In
addition,  any  disputes  brought  under the  Indentures  governing  the  Senior
Unsecured  Debentures or the  Subordinated  Debentures shall be governed by such
Indentures and not by this Section.

          14.13  Financial  Projections.  Buyer and Seller may have  shared with
each other certain financial projections relating to their respective businesses
or the  combined  business  of Buyer and Aptus  post  Closing.  Buyer and Seller
acknowledge  that  such  financial  projections  should  not be  relied  upon as
accurate or reliable since they are based on various  estimates and  assumptions
that may be unwarranted or  speculative.  Accordingly,  neither Party shall have
any liability to the other based on the sharing of such financial projections.

          14.14  Confidentiality.  The  terms of the  Confidentiality  Agreement
shall be extended for a period of five (5) years post Closing.  Without limiting
the  generality of the  foregoing,  the terms of the  Confidentiality  Agreement
shall extend to the Parties ongoing business and contractual relationships under
this Agreement as long as such relationships continue (whether or not beyond the
five (5) year period), including without limitation Section 5.9 (Right to Seller
Business Post Closing), Section 5.10 (Right to Seller Intellectual Property Post
Closing), and Articles 11 and 12 (relating to Indemnification Post Closing).


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          14.15 Entire Agreement; Amendment. This Agreement, the Confidentiality
Agreement and the other  written  agreements,  if any,  entered into on the date
hereof  constitute  the sole  understanding  of the Parties  with respect to the
matters  contemplated  hereby and thereby and supersede all prior agreements and
understandings, including the Letter of Intent, between the Parties with respect
to such  matters.  No  amendment,  modification  or  alteration  of the terms or
provisions  of this  Agreement  shall be  binding  unless  the same  shall be in
writing and duly executed by the Party against whom it would apply.

          14.16 Further  Assurances.  At any time and from time to time prior to
and after the Closing Date, each party shall,  at the reasonable  request of the
other,  execute and deliver any further  instruments  or documents  and take all
such further action as such party may reasonably  request in order to consummate
more effectively the transactions contemplated by this Agreement.

          14.17  Exclusive  Jurisdiction  and  Consent to  Service  of  Process.
Subject to Section  14.12,  the  Parties  agree that any legal  action,  suit or
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated  hereby, shall be instituted in a Federal or state court sitting in
either Pennsylvania or Delaware. Such courts shall be the exclusive jurisdiction
and venue of said legal  proceedings  and each Party hereto waives any objection
which  such party may now or  hereafter  have to the laying of venue of any such
action,  suit or proceeding,  and irrevocably submits to the jurisdiction of any
such  court in any such  action,  suit or  proceeding.  Any and all  service  of
process and any other notice in any such  action,  suit or  proceeding  shall be
effective against such Party when transmitted in accordance with this Agreement.
Nothing contained herein shall be deemed to affect the right of any Party hereto
to serve process in any manner permitted by law.

          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

                                        WESTINGHOUSE ELECTRIC
                                        CORPORATION



                                        By:  /s/ Frederick Reynolds
                                           -----------------------
                                        Title: EVP, Chief Financial Officer
                                              -----------------------------





                                        ROLLINS ENVIRONMENTAL
                                        SERVICES, INC.



                                        By: /s/ Nicholas Pappas
                                           -----------------------
                                        Title: President & COO
                                              --------------------


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</TEXT>
</DOCUMENT>
