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           (i) is not a Buyer Assumed Obligation and (ii) exceeds the following
               amounts:

               a) In the event of a Seller Retained Permit/Right of Way
                  Obligation, $25,000;

               b) In the event of a Seller Retained Environmental Obligation,
                  $100,000;

               c) In the event of a Seller Retained Third Party Claim
                  Obligation, $50,000; and

               d) In the event of a Seller Retained Contract Obligation,
                  $50,000.

     8.4.8 Limitation of Buyer's Liability.

           (i) Notwithstanding anything to the contrary contained in this
               Agreement, after the Closing, the aggregate liability of each
               Buyer for any Claim, individually or in the aggregate with all
               other Claims covered by this Agreement, for which indemnification
               is required by a Buyer pursuant to Section 8.4.4, shall be
               limited to, with respect to each Buyer, (i) Buyer's Assumed
               Obligations, the aggregate amount of the Buyer's Assumed
               Obligations for such Buyer, and (ii) with respect to such Buyer's
               representations under Article 3 of this Agreement, one million
               dollars ($1,000,000).

          (ii) The Seller is entitled to indemnification pursuant to this
               Agreement only to the extent that the amount of any Claim,
               individually or in the aggregate with all other Claims covered by
               this Agreement, exceeds $75,000 and is not a Seller's Retained
               Obligation. In such event, the Seller shall be entitled to
               recover the full amount of such Claim in excess of $75,000.

     8.4.9  Limitation on Claims.  No party to this Agreement shall make a claim
against another party to this Agreement except pursuant to, and subject to the
limitations contained in, this Section 8.4.

     8.4.10  Inconsistent Provisions.  The provisions of this Section 8.4 shall
govern and control over any inconsistent provisions of this Agreement.


                      ARTICLE 9.  MISCELLANEOUS PROVISIONS

  9.1  Interim Operations of Seller Plants.  From the date of this Agreement
until the Closing

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