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as an executing party.  These representations are deemed to be made as of the
Closing Date:

      3.3.1 Licensing. Each Buyer acknowledges that such Buyer has met all of
the material requirements under applicable local, state and federal law to
accept assignment of the Assets, and is not otherwise prevented from having the
Assets transferred to such Buyer, and is properly authorized to operate said
Assets and to do business in the state where the Assets are located. These
requirements include, but are not limited to, acquisition of bonds, letters of
credit or other evidence of financial security or any other requirements of all
appropriate regulatory agencies.

     3.3.2 Non-Affiliate Status. Each Buyer is not an affiliate of the other
Buyer.

  3.4  Notice of Changes.  Seller and each of the Buyers agree to give to the
relevant Buyer or Seller, as appropriate, prompt written notice of any matter
materially affecting any of their representations under this Article 3.

                ARTICLE 4.  WARRANTIES AND WARRANTY DISCLAIMERS

  4.1  Special Title Warranty.   Seller hereby gives Buyers a special warranty
of title with respect to the Assets, warranting Seller's title by, through or
under Seller, but not otherwise.  SELLER MAKES NO OTHER WARRANTY OR
REPRESENTATION, WHETHER EXPRESS, STATUTORY, IMPLIED, COMMON LAW OR OTHERWISE
WITH RESPECT TO SELLER'S TITLE TO THE ASSETS.

  4.2  Encumbrances.  Seller represents and warrants that it owns and is
assigning, conveying and transferring full legal and beneficial ownership of
Seller's interest in the Assets, free and clear of all assessments, charges,
liens, claims, pledges, mortgages, security interests and other encumbrances
caused by Seller, other than Permitted Liens. For purposes of this Agreement,
"PERMITTED LIENS" means the following:

          (i)   easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and existing on the
Real Property which, in the aggregate, are not substantial in amount and which
do not in any case materially detract from the value of the Real Property
subject thereto or materially interfere with the ordinary conduct of business;

          (ii)  leases of Assets being conveyed to Buyers which were entered 
into in the ordinary course of business; or

          (iii) liens imposed but not perfected by operating agreements to
which Seller is a party.

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