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possession and relate to the Assets.  With Seller's permission, Buyers may
photocopy such records at their sole expense.  Buyers shall keep confidential
all information made available to Buyers until the later of the Closing Date or
the Effective Date; provided, however, these confidential provisions shall
continue in full force and effect for two years after the Closing Date in the
event that this Agreement expires or is terminated by either party.  Any
confidentiality agreement previously executed by Seller and Buyers with respect
to information about the Assets will continue in force until the later of the
Closing Date or the Effective Date, and for as long thereafter as provided in
the confidentiality agreement.  Buyers shall take all reasonable steps necessary
to ensure that Buyers' authorized representatives comply with the provisions of
this Section 5.1 and any confidentiality agreement in effect.

  5.2  Inspection.  Before Closing or termination of this Agreement, Seller will
permit each Buyer and its representatives, at their sole risk and expense, to
conduct reasonable inspections of the Assets to be transferred to such Buyer, at
times approved by Seller. Each Buyer shall repair any damage to the Assets
inspected by such Buyer resulting from its inspection and shall indemnify,
defend and hold Seller harmless from and against any and all losses, damages,
obligations, claims, liabilities, expenses (including court costs and attorney's
fees), or causes of action arising from Buyer's inspecting and observing the
Assets, including, without limitation, claims for personal injuries or death of
employees of the inspecting Buyer, its contractors, agents, consultants and
repre sentatives, and property damages, regardless of whether such claims are
caused by the concurrent negligence of Seller or the condition of the Assets
inspected by such Buyer.

 5.3 Casualty Losses.

      5.3.1 Notice of Casualty Losses. If, prior to the Closing Date, all or
part of the Assets are physically damaged or destroyed by fire, flood, storm or
other casualty ("CASUALTY LOSS"), Seller must promptly notify the Buyer of the
affected Assets in writing of the nature and extent of the Casualty Loss and
Seller's good faith estimate of the cost required to repair or replace that
portion of the Assets affected by the Casualty Loss.

      5.3.2 Adjustments to Cash Consideration for Casualty Losses. With respect
to each Casualty Loss to the Assets, the Buyer of the affected Assets will have
the following rights.

      (i)  Subject to the following sentence, if Seller in its good faith
           judgment concludes that the cost to repair or replace the portion of
           the Assets affected by the Casualty Loss is less than $750,000, then
           the Cash Consideration will be adjusted downward by such cost of the
           Casualty Loss and the parties will proceed with Closing. The affected
           Buyer may disagree with such determination by Seller if such Buyer
           determines in its

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