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                                  ARTICLE X.
                                INDEMNIFICATION

     Section 10.1 Indemnification by the Seller. Subject to the limitations
described in Section 10.5, each Seller, jointly and severally, unconditionally,
absolutely and irrevocably agrees to and shall defend, indemnify and hold
harmless the Purchasers, and each of the Purchasers' Subsidiaries, stockholders,
partners, Affiliates, officers, directors, employees, agents, successors,
assigns, heirs and legal and personal representatives (the Purchasers and all
such persons or other entities are collectively referred to as the "Purchasers'
Indemnified Persons"), from and against, and shall reimburse the Purchasers'
Indemnified Persons for, each Loss paid, imposed on or incurred by the
Purchasers' Indemnified Persons:

     (a) resulting from any inaccuracy in any representations or warranties of
any Seller under this Agreement, or any certificate delivered or to be delivered
by any Seller pursuant hereto,

     (b) to the extent caused by any breach of any covenant or agreement in this
Agreement by any Seller,

     (c)  which is an Excluded Liability,

     (d) to the extent caused by any violation of any bulk sales law or other
similar state laws designed to protect the rights of creditors in sales of
substantially all assets in any applicable jurisdiction in respect of the
transactions contemplated by this Agreement,

     (e) with the exception of those matters governed by Section 10.1(f) hereof,
because of, resulting from or arising out of the business, operations or assets
of the Seller prior to the Closing Date but excluding any Assumed Liabilities,
or

     (f) to the extent caused by an Environmental Claim, or any Liability which
otherwise relates to, or involves a Liability that arises out of or is based
upon, any Environmental Law to the extent that such Environmental Claim or
Liability is caused by any activity occurring, condition existing, omission to
act or other matter existing prior to the Closing Date, subject to reduction, if
any, to the extent the liability has been exacerbated by Purchaser after the
Closing Date or Purchaser has failed to use reasonable efforts to mitigate such
liability after the Closing Date if Purchaser actually knew of such liability;
provided, however, no indemnity or reimbursement shall be provided by Seller for
any Liability for which an Environmental Claim has not been made unless any
proposed cost or expenditure is approved in writing by Seller, which approval
will not be withheld unreasonably and; provided further, however, except to the
extent that no flexibility exists with regard to ordered compliance with
Environmental Laws, no indemnity may be sought for costs associated with an
Environmental Claim or Liability that exceeds the minimum standard necessary to
attain compliance with Environmental Laws.  Purchaser shall at all times have
the right to self report to Governmental Authorities any condition it believes
constitutes a Liability under Environmental Laws.  For the purpose of this
Section 10.1(f), written agreement by Governmental Authorities of clean-up
responsibility, or approval by Governmental Authorities of a clean-up plan,
shall constitute an Environmental Claim.  Any proposed plan to address
compliance with Environmental Laws shall be developed jointly between Purchasers
and Seller, and must be presented to Seller prior to any implementation; 

and any and all actions, suits, claims, proceedings, investigations, demands,
assessments, audits, fines, judgments, costs and other Losses (including,
without limitation, disbursements and expenses of attorneys) incident to any of
the foregoing or to the enforcement of this Section 10.1.

With respect to matters not involving Proceedings commenced or threatened by
third parties, within five (5) days after notification from the Purchasers'
Indemnified Persons supported by reasonable documentation setting forth the
nature of the circumstances entitling the Purchasers' Indemnified Persons to
indemnity hereunder, the Seller, at no cost or expense to the Purchasers'
Indemnified Persons, shall acknowledge, if Seller agrees to so indemnify, to the
Purchasers' Indemnified Persons its obligations to indemnify under this Section
10.1 and shall diligently commence

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