<PAGE> 13
hereof.
SECTION 20. Amendments. This Agreement may only be modified or
amended with the written consent of Sellers and Purchaser.
SECTION 21. Expenses. Except as provided in the Escrow Agreement,
each party will pay all costs and expenses (including without limitation
attorneys' and accountants' fees and expenses) incurred by them in connection
with negotiations, preparation of, and closing of this Agreement as well as
performance and compliance with all agreements and conditions contained herein.
SECTION 22. Interpretation. Each of the parties to this Agreement
hereby acknowledge that they participated in the drafting of this Agreement and
the Escrow Agreement, and the interpretation of any ambiguity contained herein
or therein will not be affected by the claim that a particular party drafted
any specific provision.
SECTION 23. Survival. The representations, warranties and/or
covenants in Section 3(c), 8, 9 and 11(b) shall survive the Closing.
SECTION 24. Several Liability. The Purchaser acknowledges and agrees
that the liability of the Sellers hereunder is several and not joint.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
SELLERS:
RESTART PARTNERS, L.P.
By: Prime, Inc., as general partner of
the general partner
By: S//DAVID A. ERICSON
-----------------------------------
Name: David A. Ericson
Title: Authorized Agent
RESTART PARTNERS II, L.P.
By: Prime, Inc., as general partner of
the general partner
By: S//DAVID A. ERICSON
-----------------------------------
Name: David A. Ericson
Title: Authorized Agent
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