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            good faith commercially reasonable judgment that Seller's
            determination is materially incorrect. In such event Seller and such
            Buyer will negotiate in good faith to promptly reconcile the amount
            of such repair or replacement costs, and if the parties agree that
            such amount is less than $750,000, then the cash consideration will
            be adjusted downward by the agreed cost of the Casualty Loss and the
            parties will proceed to the Closing. If the parties cannot agree
            within five business days after Buyer informs Seller of its
            disagreement, then the parties will proceed with the procedures set
            forth in Section 5.3.2(ii).

       (ii) If Seller and the affected Buyer are unable to agree on the cost to
            repair or replace the portion of the Assets affected by the Casualty
            Loss, then the parties shall submit the issue to arbitration, as
            provided for in Section 9.13, and if the arbitration derived cost of
            the Casualty Loss is less than $750,000, then the Cash Consideration
            will be adjusted by such arbitration derived cost and the parties
            shall proceed with closing.

      (iii) If as a result of any of the procedures set forth in clauses (i) and
            (ii) above, it shall be finally determined that a Casualty Loss
            shall be $750,000 or greater, then either Seller or the affected
            Buyer may terminate this Agreement, and neither party will have any
            further obligation to conclude the transfer of the Assets under this
            Agreement. Any such termination by one of the Buyers will not affect
            the purchase and sale obligations between Seller and the other Buyer
            hereunder. Any party exercising a right of termination under this
            Section 5.3.2(iii) must notify the other parties in writing on or
            before the Closing Date of its election to terminate this Agreement.

      5.3.3 Insurance Proceeds and Settlement Payments.  In the event of a
Casualty Loss, Seller will be entitled to retain (i) all insurance proceeds
payable to Seller with respect to such Casualty Loss, and (ii) all sums paid to
Seller by third parties by reason of the Casualty Loss.

  5.4  Hart-Scott-Rodino Act.  The parties acknowledge that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
rules and regulations promulgated pursuant thereto, with respect to the
transactions contemplated by this Agreement, has been terminated.

                ARTICLE 6.  CLOSING AND POST-CLOSING OBLIGATIONS

  6.1  Closing.  If all of the conditions to Closing set forth in Section 6.2
have been fulfilled, the closing of the sale (the "CLOSING") shall take place at
10:00 a.m. on April 1, 1996, (the actual date on which Closing occurs being the
"CLOSING DATE") at the offices of

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