{"id":43537,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-national-oilwell-lp-boots.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-national-oilwell-lp-boots","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-sale-agreement-national-oilwell-lp-boots.html","title":{"rendered":"Purchase and Sale Agreement &#8211; National-Oilwell LP, Boots &#038; Coots International Well Control Inc. and Elmagco Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                           PURCHASE AND SALE AGREEMENT\n\n\n                                  by and among\n\n\n                             NATIONAL-OILWELL, L.P.\n                         a Delaware limited partnership\n\n\n                 BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n                             a Delaware corporation\n\n                                       and\n\n\n                                  ELMAGCO, INC.\n                              d\/b\/a BAYLOR COMPANY\n                             a Delaware corporation\n\n\n\n\n                               TABLE OF CONTENTS\n                               ------------------\n\nARTICLE 1.  PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . . . . . . 11\n\n     1.1     Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11\n     1.2     Excluded  Assets. . . . . . . . . . . . . . . . . . . . . . . . .12\n\nARTICLE 2.  PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . .12\n\n     2.1     Consideration . . . . . . . . . . . . . . . . . . . . . . . . . .12\n     2.2     Closing  Payment. . . . . . . . . . . . . . . . . . . . . . . . .12\n\nARTICLE 3.  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . .13\n\n     3.1     Representations  and  Warranties  of  Seller. . . . . . . . . . .13\n     3.2     Representations  and  Warranties  of  Buyer . . . . . . . . . . .19\n     3.3.    Waiver  of  Implied  Warranties . . . . . . . . . . . . . . . . .19\n\nARTICLE 4. DUE DILIGENCE . . . . . . . . . . . . . . . . . . . . . . . . . . .20\n\n     4.1     Access  to  Assets . . . . . . . . . . . . . . . . . . . . . . . 20\n     4.2     Access  to  Records . . . . . . . . . . . . . . . . . . . . . . .21\n     4.3     Access  to  Persons. . . . . . . . . . . . . . . . . . . . . . . 21\n     4.4     Other  Due  Diligence . . . . . . . . . . . . . . . . . . . . . .21\n     4.5     Supplemental  Disclosures . . . . . . . . . . . . . . . . . . . .21\n     4.6     Inaccuracies  of  Representations  and  Warranties . . . . . . . 21\n\nARTICLE 5.  OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .22\n\n     5.1     Permits;  Environmental  Requirements . . . . . . . . . . . . . .22\n\nARTICLE 6.  PRE-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . 22\n\n     6.1     Certain  Covenants  of  Seller  Pending  Closing . . . . . . . . 22\n\nARTICLE 7.  TAXES; PRORATIONS . . . . . . . . . . . . . . . . . . . . . . . . 23\n\n     7.1     Payment  of  Ad  Valorem  and  Property  Taxes . . . . . . . . . 23\n     7.2     Sales,  Use  and  Transfer  Taxes . . . . . . . . . . . . . . . .23\n\nARTICLE 8.  CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24\n\n     8.1     The  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 24\n     8.2     Events  at  Closing . . . . . . . . . . . . . . . . . . . . . . .24\n     8.3     Effect  of  Closing . . . . . . . . . . . . . . . . . . . . . . .25\n\n\n                                       i\n\nARTICLE 9.  POST-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . .25\n\n     9.1.    Final  Settlement  Statement . . . . . . . . . . . . . . . . . . 25\n     9.2.    Accounts  Receivable. . . . . . . . . . . . . . . . . . . . . . .26\n     9.3.    Books  and  Records. . . . . . . . . . . . . . . . . . . . . . . 26\n     9.4     Public  Announcements. . . . . . . . . . . . . . . . . . . . . . 27\n     9.5     Restrictions  on  Sale  of  Assets . . . . . . . . . . . . . . . 27\n     9.6     Non-Competition. . . . . . . . . . . . . . . . . . . . . . . . . 27\n     9.7     Pending  and  Threatened  Litigation. . . . . . . . . . . . . . .28\n     9.8     Cooperation  Regarding  Permits . . . . . . . . . . . . . . . . .28\n     9.9.    Warranty  Work. . . . . . . . . . . . . . . . . . . . . . . . . .28\n     9.10    Seller  Employee  Plans. . . . . . . . . . . . . . . . . . . . . 28\n\nARTICLE 10.  INDEMNIFICATION; SURVIVAL . . . . . . . . . . . . . . . . . . . .29\n\n     10.1    Certain  Agreements  and  Acknowledgements . . . . . . . . . . . 29\n     10.2    Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 29\n     10.3    Claims  Procedure . . . . . . . . . . . . . . . . . . . . . . . .30\n     10.4    Limitation  on  Liability. . . . . . . . . . . . . . . . . . . . 30\n     10.5    Survival  of  Representations  and  Warranties . . . . . . . . . 31\n     10.6    Exclusive  Remedy. . . . . . . . . . . . . . . . . . . . . . . . 31\n\nARTICLE 11.  EMPLOYMENT MATTERS . . . . . . . . . . . . . . . . . . . . . . . 31\n\n     11.1    Offers  of  Employment . . . . . . . . . . . . . . . . . . . . . 31\n     11.2    Terms  of  Employment . . . . . . . . . . . . . . . . . . . . . .32\n     11.3    No  Third  Party  Rights . . . . . . . . . . . . . . . . . . . . 32\n     11.4    Employee  Notifications . . . . . . . . . . . . . . . . . . . . .33\n     11.5    Former  Employees;  Transferred  Employees . . . . . . . . . . . 33\n\nARTICLE 12.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .33\n\n     12.1    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33\n     12.2    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . 34\n     12.3    Further  Assurances. . . . . . . . . . . . . . . . . . . . . . . 34\n     12.4    Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .34\n     12.5    Severability. . . . . . . . . . . . . . . . . . . . . . . . . . .34\n     12.6    Entire  Agreement . . . . . . . . . . . . . . . . . . . . . . . .34\n     12.7    Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 35\n     12.8    Construction . . . . . . . . . . . . . . . . . . . . . . . . . . 35\n     12.9    Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35\n     12.10   Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 35\n     12.11   Binding  Effect . . . . . . . . . . . . . . . . . . . . . . . . .35\n     12.12   Governing  Law . . . . . . . . . . . . . . . . . . . . . . . . . 35\n     12.13   Consent  to  Jurisdiction  and  Forum  Selection . . . . . . . . 35\n\n\n                                       ii\n\n     12.14   Attorneys'  Fees. . . . . . . . . . . . . . . . . . . . . . . . .35\n     12.15   Punitive  Damages. . . . . . . . . . . . . . . . . . . . . . . . 36\n     12.16   No  Admissions . . . . . . . . . . . . . . . . . . . . . . . . . 36\n     12.17   No  Third  Party  Beneficiaries . . . . . . . . . . . . . . . . .36\n     12.18   No  Required  Notice . . . . . . . . . . . . . . . . . . . . . . 36\n     12.19   Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . .36\n\n                                    EXHIBITS\n                                    --------\nA            -     Bill  of  Sale\nB            -     Form  of  Special  Warranty  Deed\nC            -     Form  of  Trademark  Assignment\nD            -     Form  of  Patent  Assignment\n\n                                    SCHEDULES\n                                    ---------\n\n1.1.8        -     Intellectual  Property\n1.2          -     Certain  Excluded  Assets\n1.2.7        -     Excluded  Contracts\n2.1          -     Retained  Assumed  Liabilities\n3.1.3        -     Violations\n3.1.4        -     Actions  and  Proceedings\n3.1.5        -     Brokers\n3.1.6(A)     -     Material  Contracts\n3.1.6(B)     -     Defaults\n3.1.6(C)     -     Consents  and  Approvals\n3.1.8        -     Permits\n3.1.9        -     Compliance  with  Laws\n3.1.10       -     Labor  and  Employment  Matters\n3.1.11       -     Non-Assignable  Licenses\n3.1.12       -     No  Material  Adverse  Effect\/Change\n3.1.13       -     Taxes\n3.1.14       -     Financial  Statements\n3.1.17       -     Seller  Benefit  Plans\n3.1.18       -     Title  to  Assets\n11.1         -     Employee  Listing\n12.7.2       -     Confidential  Agreements\n12.7.3       -     Confidential  Information\n12.19(A)     -     Seller  Knowledge  List\n12.19(B)     -     Buyer  Knowledge  List\n\n\n                                      iii\n\n                              AMENDED AND RESTATED\n                           PURCHASE AND SALE AGREEMENT\n     This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this \"Agreement\") is\n                                                                  ---------\nmade  as  of  the  ____ day of September, 2000, by and among Elmagco, Inc. d\/b\/a\nBaylor  Company,  a Delaware corporation (\"Seller\"), Boots &amp; Coots International\n                                           ------\nWell  Control,  Inc.  a  Delaware corporation (together with Seller, the \"Seller\nParties\")  and  National Oilwell L.P., a Delaware limited partnership (\"Buyer\").\n                                                                        -----\n\n                                    RECITALS\n                                    --------\n\n          WHEREAS,  Seller  and Buyer entered into a Purchase and Sale Agreement\ndated  the  15th  day  of  September,  2000  (the  \"Original  Agreement\");\n\n          WHEREAS,  Seller  and  Buyer  have  further  agreed to enter into this\nAgreement in order to set forth their mutual understandings and modifications to\nthe  Original  Agreement;\n\n          WHEREAS,  Seller  is engaged in the Business (as defined below); and\n\n          WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase\nfrom  Seller  all  of  the  Business  and the assets used in connection with the\nBusiness,  all  on  the  terms  and  conditions  herein  contained.\n\n          NOW, THEREFORE, in consideration of the premises, the mutual covenants\ncontained  herein  and  other  good  and valuable consideration, the receipt and\nsufficiency  of  which  are  hereby  acknowledged,  the  parties hereto agree as\nfollows:\n\n     DEFINITIONS\n     -----------\n\n          All terms used herein (i) if of a particular gender shall be construed\nto  cover every other gender and (ii) shall include both the singular and plural\nof  such  term.  The  words \"herein,\" \"hereunder,\" \"herewith\" and \"hereof\" shall\nrefer  to this Agreement, unless the context otherwise requires.  All references\nto articles, sections, subsections, subparagraphs, schedules and exhibits are to\nthe  articles,  sections,  subsections, subparagraphs, schedules and exhibits of\nthis Agreement, unless the context otherwise requires.  The following terms have\nthe  following  meanings  when  used  with  an  initial  capital  letter in this\nAgreement:\n          \"Assets\" shall have the meaning set forth in Section 1.1, but does not\n           ------\nmean  or  include  any  of  the  Excluded  Assets.\n\n          \"Assumed  Contracts\"  means  the  contracts  and  agreements primarily\n           ------------------\nrelated  to  the  Business,  including  the  Material  Contracts and any prepaid\ninsurance  policies  covering  the  Business,  but  does  not include any of the\nExcluded  Contracts.\n\n\n                                       iv\n\n          \"Assumed  Liabilities\" means all liabilities and obligations of Seller\n           --------------------\ndirectly  relating  to  the  Business or the Assets that are (i) incurred in the\nordinary  course  of  the  Business  and  due  to be performed or paid after the\nClosing  Date;  (ii)  included  in  those  set  forth  on  the  Final Settlement\nStatement;  (iii)  of  the  type  reflected  on  the June 30, 2000 balance sheet\nincluded  within the Financial Statements and incurred since the date thereof in\nthe  ordinary  course  of  the  Business  on  or  before the Closing Date; (iii)\nPermitted  Encumbrances;  and  (iv)  liabilities and obligations which Buyer has\nexpressly  assumed or agreed to be responsible for pursuant to this Agreement or\nthe documents delivered in connection herewith.  Notwithstanding anything herein\nto  the  contrary,  Assumed  Liabilities  shall  not  include  (a) any liability\nincurred  by  Seller after the date hereof and prior to the Closing which Seller\ncovenants  herein  not  to incur after the date hereof; (b) any liabilities that\narise  out  of  or  primarily relate to the Excluded Assets; (c) any liabilities\nthat  arise  out of or primarily relate to a breach or default under any Assumed\nContract  (or  any action that, solely with the giving of notice or lapse of any\napplicable  cure  period,  or  both,  would  constitute  a  default  or  breach\nthereunder)  occurring  prior  to  the  Closing  Date;  (d)  any  liabilities or\nobligations  expressly  assumed  or  retained  by Seller or for which Seller has\nagreed  to  be responsible pursuant to this Agreement or the documents delivered\nin  connection herewith, including without limitation, Pre-Closing Environmental\nLiabilities;  (e)  any  liabilities  or  obligations  for  the operations of the\nBusiness  prior  to  June  30, 2000 not properly accrued for or disclosed on the\nJune  30,  2000  balance  sheet  of  the  Financial  Statements.\n\n          \"Baylor  Companies\"  means  collectively, Seller and it's wholly owned\n           -----------------\nsubsidiaries:  Baylor  Company  Ltd.,  a company organized under the laws of the\nUnited Kingdom, Baylor Electronics, Inc., a Texas corporation; Baylor Company, a\nTexas  corporation;  and  Baylor  Controls,  Inc.,  a  Texas  corporation.\n\n          \"Bill  of Sale\" means an \"AS IS WHERE IS\" bill of sale, assignment and\n           -------------\nassumption  agreement  with  respect  to  the  personal  property  and inventory\nconstituting a portion of the Assets in the form of Exhibit A attached hereto. \n\n          \"Business\"  means  the  business  activities  of the Baylor Companies,\n           --------\ntheir  affiliates  and  subsidiaries as of the date of this Agreement, including\nwithout  limitation,  the manufacture of power generation and electronic control\nsystems  for  the  oil  and gas industry and electromagnetic braking systems for\ndrilling  rigs.  \n\n          \"Claims\"  means past, present or future liabilities, including without\n           ------\nlimitation,  Environmental  Liabilities,  product  warranties,  losses,  damages\n(including  incidental, consequential, special and punitive damages), penalties,\nfines,  obligations,  judgments,  liens,  costs and expenses (including, without\nlimitation, costs of investigation, attorneys' fees, experts' fees, consultants'\nfees  and  disbursements  of  any  kind  or  of  any nature whatsoever), claims,\nactions,  causes  of  action,  demands,  filings,  settlements,  investigations,\nproceedings,  arbitration,  mediations,  suits  or other legal or administrative\nproceedings,  whether  civil  or  criminal  or  based  on  negligence, trespass,\nintentional  tort,  strict liability, contribution or indemnification, common or\ndecisional law or otherwise, and whether any of the foregoing is the result of a\nthird-party  claim,  a  claim  by  Buyer  or  Seller,  or  otherwise.\n\n          \"Closing,\"  means  the  consummation  of  the transaction contemplated\n           -------\nhereby,  all  of  which  shall  occur  concurrently.\n\n          \"Closing  Date\"  means  the  earliest  practicable  date  after  all\n           -------------\nconditions  to  Closing  have  been  satisfied, but not later than September 30,\n2000.\n\n\n\n          \"Code\"  means  the  Internal  Revenue  Code  of  1986,  as  amended.\n           ----\n\n          \"Confidentiality  Agreement\"  means  the  Agreement  for  Use  and\n           --------------------------\nNondisclosure  of  Confidential and\/or Proprietary Information between Buyer and\nSeller  dated  July  19,  2000.\n\n          \"Controlled  Group\"  means  a  \"controlled group\" of organizations (as\n           -----------------\ndefined  in  Sections  414(b),  (c),  (m) or (o) of the Internal Revenue Code of\n1986,  as  amended).\n\n          \"Employees\"  means  those  employees  employed by Seller whose primary\n           ---------\nresponsibilities  are  directly  related to the conduct of the Business or whose\nservices  are  necessary  for  the  conduct  of  the  Business.\n\n          \"Environmental Liabilities\" means past, present or future liabilities,\n           -------------------------\nlosses,  damages  (including  incidental,  consequential,  special  and punitive\ndamages),  penalties,  fines,  obligations, judgments, liens, costs and expenses\n(including  without limitation costs of investigation, attorneys' fees, experts'\nfees,  consultants'  fees  and  disbursements  of  any  kind  or  of  any nature\nwhatsoever)  claims,  actions,  causes of action, demands, filings, settlements,\ninvestigations,  proceedings,  arbitrations, mediations, suits or other legal or\nadministrative  proceedings,  whether civil or criminal, or based on negligence,\ntrespass,  intentional  tort, strict liability, contribution or indemnification,\ncommon  or  decisional  law  or otherwise, and whether any of the foregoing is a\nresult  of a third-party claim, a claim by Buyer or Seller, or otherwise, for or\nin  connection  with,  or  arising  in  any  way  from  any violation of, or any\nobligation,  duty  or  responsibility  under:\n\n          (i)     any  Environmental  Requirement.\n\n          (ii)    any  Environmental  Permit  listed  in  Schedule  3.1.8.\n\n          Environmental  Liabilities  shall  not include occupational safety and\n     health matters.  Environmental  Liabilities as defined and used herein only\n     pertain  to the  Environmental  Liabilities  of the  Assets  and  Business,\n     including former activities.\n\n          \"Environmental  Material\" means any substance, product, waste or other\n           -----------------------\nmaterial  of  any  nature  whatsoever (a) that is or becomes identified, listed,\npublished,  or  defined  as  a  hazardous  substance, hazardous waste, dangerous\nwaste, hazardous material, toxic substance, solid waste (as defined by the Texas\nNatural  Resources  Conservation Commission), acutely hazardous waste, extremely\nhazardous  waste,  infectious  waste,  volatile  organic  compound,  waste,  air\ncontaminant,  air  pollutant,  or pollutant, under any Environmental Requirement\nand  (b)  that is regulated, restricted or addressed under or pursuant to or may\ngive  rise  to  liability  under  any Environmental Requirement. Notwithstanding\nanything  contained herein to the contrary, Environmental Material shall exclude\nany  material which has been the subject of remediation in, on or under the Real\nProperty  pursuant  to  and  in  satisfaction  of  a jurisdictional Governmental\nAuthority  program  to  the  extent  such  jurisdictional  authority declares in\nwriting  that  such remediation has been completed in satisfaction of applicable\nlaws,  rules  and  regulations  or  that  no  further  action  or remediation is\nrequired.\n\n          \"Environmental Permit\" means any permit, license, consent, certificate\n           --------------------\nof  financial  responsibility  or  other  authorization or approval of or by any\nGovernment  Authority  under  any  applicable  Environmental Requirement and any\napplication  therefor  or  filing  in  connection  therewith.\n\n\n\n          \"Environmental  Release\"  means  any  actual  or  threatened spilling,\n           ----------------------\nleaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,\nleaching,  migrating, dumping or disposing of an Environmental Material into the\nair,  surface  water,  groundwater,  soil,  land surface or subsurface strata in\nviolation  of any applicable Environmental Requirement(including the abandonment\nor  discarding  of  barrels,  containers and other closed receptacles holding an\nEnvironmental  Material,  in  violation  of  any  applicable  Environmental\nRequirement).\n\n          \"Environmental  Requirement\"  means  any of the following requirements\n           --------------------------\nonly  to  the extent that apply to the Business (A) any international, national,\nprovincial,  regional,  Indian,  federal,  state,  municipal  or local, statute,\ntreaty,  compact, law, rule, order, ordinance, Environmental Permit, regulation,\njudgment,  binding  decision,  decree,  or  common  or decisional law (including\nwithout  limitation any applicable principles of negligence, trespass, nuisance,\nintentional  tort,  strict  liability, contribution or indemnification) or other\napplicable  requirement  of any Government Authority which relates to or imposes\nliabilities,  duties  or obligations in connection with the environment, natural\nresources,  wildlife or human health, including without limitation to the extent\napplicable  (i)  the  Comprehensive  Environmental  Response,  Compensation, and\nLiability  Act  (42 U.S.C. Sections 9601 et seq.), (ii) the Solid Waste Disposal\nAct,  as  amended  by  the  Resource  Conservation  and  Recovery Act (42 U.S.C.\nSections 6901 et seq.), (iii) the Emergency Planning and Community Right to Know\nAct  (42  U.S.C.  Sections  11001  et  seq.),  (iv) the Clean Air Act (42 U.S.C.\nSections  7401  et  seq.),  (v)  the Clean Water Act (33 U.S.C. Sections 1251 et\nseq.),  (vi) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.),\n(vii)  the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Sections\n136  et  seq.),  (viii)  the Safe Drinking Water Act (42 U.S.C. Sections 300f et\nseq.),  (ix)  the  Residential  Lead-Base  Paint Hazard Reduction Act (42 U.S.C.\nSections  4851  et  seq.), (x) the Oil Pollution and Compensation Act (33 U.S.C.\nSections  2761  et  seq.),  (xi)  the Hazardous Materials Transportation Act (49\nU.S.C.  Sections  5401  et seq.), (xii) the Hazardous Liquid Pipeline Safety Act\n(49  U.S.C.  Sections  60101  et  seq.),  (xiii)  any  foreign,  international,\nprovincial,  regional,  Indian,  state,  municipal  or local statutes, treaties,\ncompacts,  laws,  rules,  orders, ordinances or the like similar or analogous to\nthe  federal  statutes  listed  in  the  foregoing parts (i) to (xii), (xiv) any\namendments  to  the  statutes,  treaties,  compacts,  laws,  rules,  orders  or\nordinances  listed in the foregoing parts (i) to (xiii) regardless of whether in\nexistence  on  the  date  hereof, (xv) any rules, Environmental Permits, binding\ndecisions,  decrees,  regulations,  directives,  orders,  judgments  or the like\nadopted  pursuant  to  or  implementing  the statutes, laws, treaties, compacts,\nrules,  orders,  ordinances  and amendments listed in the foregoing parts (i) to\n(xiv)  and (xvi) any other law, statutes, treaty, compact, ordinance, amendment,\nrule,  regulation,  Environmental  Permit,  directive, binding decision, decree,\njudgment,  order,  common  law  requirement, or the like in effect now or in the\nfuture  relating to the environment, natural resources, wildlife or human health\nmatters,  and  (B)  any  private agreement, contract or undertaking of Seller or\nBuyer  to  the  extent  such  private agreement, contract or undertaking relates\ndirectly  or  indirectly  to,  or  imposes liabilities, duties or obligations in\nconnection  with  human health excluding occupational health, natural resources,\nwildlife  or  the  environment.\n\n          \"Environmental Work\" means any investigation, site monitoring, medical\n           ------------------\nmonitoring,  containment,  cleanup, removal, abatement, assessment, remediation,\nresponse,  closure,  post-closure care, restoration or other work of any kind or\nnature  relating  to  the  avoidance  or  mitigation  of  the adverse effects of\nEnvironmental  Materials  on human health excluding occupational health, natural\nresources,  wildlife,  or  the  environment.\n\n\n\n          \"ERISA\"  means the Employee Retirement Income Security Act of 1974, as\n           -----\namended.\n\n          \"ERISA  Affiliate\"  means  any  corporation,  trade  or  business  the\n           ----------------\nemployees  of  which,  together with the employees of Seller, are required to be\ntreated  as  employed  by  a  single  employer  under the provisions of ERISA or\nSection  414  of  the  Code.\n\n          \"Excluded  Assets\"  shall  have  the meaning set forth in Section 1.2.\n           ----------------\n\n          \"Excluded  Contracts\"  means the contracts and agreements disclosed on\n           -------------------\nSchedule  1.2.7.\n\n               \"Final  Settlement  Statement\"  means  a  balance sheet as of the\n                ----------------------------\nClosing  Date  prepared after the Closing on a basis consistent with the methods\nused  to  prepare  the  Financial  Statements, and a statement setting forth the\namount  of,  and  the  method of calculation of, the Purchase Price (including a\ndefinitive  calculation  of  the  Net  Worth  Adjustment).\n\n          \"Financial  Statements\" shall have the meaning set forth in Subsection\n           ---------------------\n3.1.14.\n\n          \"GAAP\"  means  generally  accepted  accounting principles consistently\n           ----\napplied.\n\n          \"Government  Authority\" means any international, national, provincial,\n           ---------------------\nregional,  Indian,  federal,  state,  municipal or local executive, legislative,\njudicial,  regulatory  or  administrative agency, department, commission, board,\nbureau or other governmental or quasi-governmental authority or instrumentality.\n\n          \"Indemnified  Party\" shall have the meaning given that term in Section\n           ------------------\n10.3.\n\n          \"Indemnifying Party\" shall have the meaning given that term in Section\n           ------------------\n10.3.\n\n          \"Intellectual  Property\"  ,  as set forth in Schedule 1.1.8, means (a)\n           ----------------------\nall  inventions  whether  patentable  or unpatentable (whether or not reduced to\npractice),  all  improvements  thereto, and all patents, patent applications and\npatent  disclosures,  together  with  all  reissuances,  continuations,\ncontinuations-in-part,  revisions,  extensions,  re-examinations  and  foreign\ncounterparts  thereof;  (b)  all  Marks,  together  with  all  translations,\nadaptations,  derivations  and  combinations  thereof  and  all  applications,\nregistrations,  foreign  counterparts  and renewals in connection therewith; (c)\nall  copyrightable  works,  drawings  and  designs,  all  copyrights  and  all\napplications,  registrations  and  renewals  in  connection therewith; (d) trade\nsecrets and proprietary information; (e) all intellectual property rights in all\ncomputer  software  (including  data  and  related documentation); (f) all other\nproprietary rights of a similar nature; and (g) all intellectual property rights\nin  all  copies  and  tangible  embodiments thereof (in whatever form or medium)\nrelated  primarily  to  the  Business.\n\n          \"Inventory\"  means  the  inventory  of  raw  materials,  ingredients,\n           ---------\npackaging,  supplies,  spare  parts,  consumable inventory and products, work in\nprogress  and  finished  goods  related  primarily  to  the  Business.\n\n          \"Marks\"  means  all logos, marks, trademarks, trademark registrations,\n           -----\ntrade  names,  product  marks,  service  marks  and  other  commercial  symbols,\nregistered  or  unregistered, held or registered in the name of Seller on, or at\nany  time  prior  to,  the  Closing  Date.\n\n\n\n          \"Material Adverse Effect\" means any change or effect that individually\n           -----------------------\nor in the aggregate is materially adverse to the Business as presently conducted\nby Seller, taken as a whole, or the transactions contemplated by this Agreement,\ntaken  as  a  whole.\n\n          \"Material  Contracts\"  shall have the meaning ascribed to that term in\n           -------------------\nSubsection  3.1.6(A).\n\n          \"Net  Worth  Adjustment\"  means the United States dollar amount (which\n           ----------------------\nmay  be  either  a  positive or a negative number) equal to (a) net worth of the\nBusiness  as  of  the  Closing  Date  minus (b) the net worth of the Business as\nreflected  on  the June 30, 2000 balance sheet of the Financial Statements being\n$31,338,471.00,  which  was  calculated as $39,641,410.00 of Stockholders Equity\nless  $8,302,939.00  of  due  from  Parent.  \n\n          \"Patents\"  means  all  United  States  registered  patents  and patent\n          ---------\napplications  held  or  registered  in  the  name of Seller on the Closing Date,\ntogether  with all reissuances, continuations, continuations-in-part, revisions,\nextensions,  reexaminations  and  foreign  counterparts  thereof.\n\n          \"Permit\" means any permit, license, franchise, consent, certificate of\n           ------\nfinancial  responsibility  or  other  authorization  or  approval  of  or by any\nGovernment  Authority,  and  shall  include without limitation any Environmental\nPermit.\n\n          \"Permitted  Encumbrances\"  means\n           -----------------------\n\n          (a)  the matters disclosed on Schedule 3.1.18;\n          (b)  rights reserved to, or vested in, or any obligations or duties to\n               any Government Authority;\n          (c)  zoning,  entitlement,  building  and other  land use  regulations\n               imposed by  governmental  agencies having  jurisdiction  over the\n               Real  Property  which are not  violated  by the  current  use and\n               operation of the Real Property;\n          (d)  liens for current taxes or other governmental  charges due or not\n               yet due and  payable or the amount or  validity of which is being\n               contested;\n          (e)  mechanics, carriers, workers, repairers and similar liens arising\n               or incurred in the  ordinary  course of business of the  Company,\n               including  without  limitation,  liens arising  pursuant to lease\n               agreements,  for amounts which are not delinquent and which could\n               not,  individually or in the aggregate,  have a material  adverse\n               effect upon the Company;\n          (f)  those  liens  and   encumbrances   disclosed  in  the   Financial\n               Statements and the notes thereto; and\n          (g)  covenants, conditions,  restrictions, easements and other matters\n               of  record  affecting  title  to the Real  Property  which do not\n               unreasonably interfere with the current use, occupancy, or value,\n               or the  marketability  of  title,  of such Real  Property  and as\n               properly filed of record.\n\n          \"Person\"  means  any  individual,  corporation,  partnership,  limited\n           ------\nliability  company,  Government  Authority  or  other  entity.\n\n          \"Pre-Closing  Environmental  Liabilities\"  means  Environmental\n           ---------------------------------------\nLiabilities  relating  to  or  resulting  from  acts  or omissions occurring, or\nconditions  created  or  existing,  or  arising  out of the Business or the Real\nProperty,  prior  to  the  Closing  Date.\n\n          \"Property  Acquisition  Agreements\"  means the agreements under, by or\n           ---------------------------------\npursuant  to  which  Seller  acquired  any  or all of its interest in any of the\nAssets including without limitation assignments, assignment agreements, exchange\nagreements,  purchase  agreements  and  settlement  agreements.\n\n\n\n          \"Purchase  Price\"  means  an  amount  equal to TWENTY NINE MILLION AND\n           ---------------\nNO\/100  DOLLARS  ($29,000,000.00)  and  the  amount  of  the  retained  Assumed\nLiabilities.\n\n          \"Real  Property\" means, collectively, the approximately 25 acres, more\n           --------------\nor less, located at 500 Industrial Boulevard, Sugar Land, Texas  77478, together\nwith all buildings, improvements and fixtures, including trade fixtures, located\nthereon.\n\n          \"Records\"  means  originals  of Seller's records primarily relating to\n           -------\nthe  Assets  or  the  Business,  including property files, lease files, contract\nfiles, environmental files, health and safety files, Permit files, abstracts and\ntitle  opinions,  or  policies, production records, customer data, pricing data,\ntax  records,  insurance  and related records, personnel records, transportation\nrecords, manufacturing records, surveys and maps.  Notwithstanding the preceding\nsentence,  \"Records\"  does  not include (i) documents and information subject to\nany  attorney-client  privilege  or work product privilege held by Seller and\/or\nits attorneys (unless the Record in question materially relates to the Assets or\nto  a  liability  which is an Assumed Liability), (ii) documents and information\nrelating  to  the negotiation of this Agreement or the transactions contemplated\nhereby, (iii) documents and information which Seller may not disclose or provide\nto  Buyer  due  to a binding obligation to one or more other Persons, other than\nmembers  of  the  Seller, to treat such documents or information as confidential\n(unless  Buyer  agrees  to  be  bound by such obligations, in which event Seller\nshall  make  a good faith effort to obtain permission to disclose such documents\nor  information  to Buyer); (iv) documents and information relating primarily to\nthe Excluded Assets; or (v) personnel records which Seller is required by law to\nmaintain  as  confidential.  To  the  extent  Seller does not disclose under the\nforegoing  clause  (iii),  Seller  shall  provide  a  log  of such documents and\ninformation  to  Buyer.\n\n          \"Seller  Benefit  Plan\"  means  any Seller Fringe Benefit Plan, Seller\n           ---------------------\nPension  Plan  or  Seller  Welfare  Benefit  Plan.\n\n          \"Seller  Fringe  Benefit  Plan\"  means  any  written  plan  or  policy\n           -----------------------------\nproviding  for  \"fringe  benefits\" maintained by Seller as of the date hereof in\nconnection  with  the  Business  (including  but  not  limited to vacation, paid\nholidays,  personal  leave,  employee  discount,  educational benefit or similar\nprogram),  and  any  other  deferred compensation, bonus, stock option, employee\nstock  purchase,  severance,  group  insurance,  disability,  unemployment,\nsupplemental  unemployment,  layoff,  consulting  or  stock, appreciation rights\nplan,  and  any  other  similar written plan, policy, arrangement, commitment or\nunderstanding  other than Seller Pension Plans and Seller Welfare Benefit Plans.\n\n          \"Seller  Pension  Plan\"  means any \"employee pension benefit plan,\" as\n           ---------------------\ndefined in Section 3(2) of ERISA, ever maintained or contributed to (or required\nto  be  maintained  or contributed to) by the Seller or any ERISA Affiliate that\ncover  Employees  who  are  employed  by  Seller  as  of  the  date  hereof.\n\n          \"Seller  Welfare  Benefit  Plan\"  means  any \"employee welfare benefit\n           ------------------------------\nplan,\"  as  defined  in  Section  3(l)  of  ERISA  that  the Seller or any ERISA\nAffiliate  maintains, contributes to or is required to maintain or contribute to\non  behalf  of  any  Employee  who  is employed by Seller as of the date hereof.\n\n\n\n          \"State\"  means  the  State  of  Texas.\n           -----\n\n          \"Supplemental  Disclosure\"  means  any  written  notice from Seller to\n           ------------------------\nBuyer  required  by  Section  4.5.\n\n          \"Transferred  Employees\"  means  Employees  to  whom Buyer has made an\n           ----------------------\noffer  of  employment  pursuant  to Section 11.1 and by whom such offer has been\naccepted.\n\n          \"Wiring  Instructions\"  means  the wiring instructions for the Closing\n           --------------------\nPayment  which  Seller  delivers  to Buyer at least three business days prior to\nClosing.\n\nARTICLE  1.  PURCHASE  AND  SALE\n\n     1.1     Assets.  Subject  to  the other terms and conditions hereof, Seller\n             ------\nagrees to sell transfer, convey, assign and deliver to Buyer and Buyer agrees to\npurchase, accept and receive on and as of the Closing Date, subject to the terms\nand  provisions  herein  contained, all of Seller's right, title and interest in\nand to, to the extent transferable, the properties, assets, interests and rights\n(including  contract rights) of every nature, kind and description, tangible and\nintangible  (including  goodwill),  whether  real,  personal  or mixed, accrued,\ncontingent  or otherwise and whether now existing or hereinafter acquired (other\nthan  the  Excluded  Assets)  primarily  relating  to or used or held for use in\nconnection  with  the  Business  (collectively, the \"Assets\"), including without\nlimitation:\n\n          1.1.1     the  Real  Property;\n\n          1.1.2     the  Assumed  Contracts;\n\n          1.1.3     all  materials, supplies, spare parts, Inventory, furniture,\nmotor  vehicles,  rolling  stock,  tools,  implements,  appliances,  machinery,\nequipment, personal computers, improvements and other tangible personal property\nand  fixtures  which  relate  primarily  to  the  Assets;\n\n          1.1.4     the  Records;\n\n          1.1.5     all  Permits  relating  primarily  to  the  Assets  or  the\nBusiness;\n\n          1.1.6     all  personal property leases for personal property relating\nprimarily  to  the  Assets  or  the  Business;\n\n          1.1.7     all  assets  included  in  the  net worth of the Business as\nreflected  on  the  Final  Settlement  Statement;\n\n          1.1.8     all  Intellectual  Property  described  on  Schedule  1.1.8,\nincluding without limitation, the ownership of and all rights to use of the name\nof  Baylor;\n\n          1.1.9     all  customer,  prospect  and  marketing  lists  relating\nprimarily  to  the  Business;\n\n\n\n          1.1.10.   all  of  Elmagco,  Inc.'s  interests  in any joint ventures,\npartnerships  or  affiliated  companies,  including  without limitation Seller's\nownership in Schottel, Inc., a partnership with Schottel-Werft Josef Becker GmBH\n&amp; Co.  KG;\n\n          1.1.11.   all of the stock in Baylor Company, a Texas corporation.\n\n     1.2     Excluded Assets.  Notwithstanding anything in this Agreement to the\n             ---------------\ncontrary,  the following properties, assets, rights and interests (collectively,\nthe  \"Excluded  Assets\")  shall  be  excluded  from  the  Assets  to be sold and\ntransferred  to  Buyer  hereunder:\n\n          1.2.1     all  of  Seller's  right, title  and  interest in and to the\nproperties,  assets,  interests  and rights (including contract rights) of every\nnature,  kind  and  description,  tangible  and intangible (including goodwill),\nwhether  real, personal or mixed, accrued, contingent or otherwise not primarily\nrelating  to  or  used or held for use in connection with the Business and those\nproperties,  assets,  rights  and interests of Seller described on Schedule 1.2;\n\n          1.2.2     properties,  assets,  rights and interests sold or otherwise\ndisposed  of  by Seller in the ordinary course of the Business to the extent not\nprohibited  hereunder;\n\n          1.2.3     to  the  extent  not  prepaid,  policies  or  contracts  of\ninsurance  and  surety bonds and similar assurances of financial responsibility;\n\n          1.2.4     minutes, capital stock ledgers and similar corporate records\nand  instruments  of  Seller;\n\n          1.2.5     general  ledgers  and  original  books  of  entry subsidiary\nthereto, tax returns, checks, vouchers and bank statements and supporting papers\nof  Seller  for  each  of  the  foregoing;\n\n          1.2.6     all  intercompany  accounts  between  any  of  Elmagco,  Inc\nor  the  Baylor  Companies  and\/or  its  Parent  corporation;\n\n          1.2.7     the  Excluded  Contracts  set  forth on Schedule 1.2.7; and\n\n          1.2.8     the  Seller  Benefit  Plans and all assets related thereto.\n\nARTICLE  2.  PURCHASE  PRICE\n\n     2.1     Consideration.  In  consideration  for  the  transfer  by Seller to\n             -------------\nBuyer  of  the  Assets, Buyer shall pay the Purchase Price to Seller at the time\nand  in the manner set forth herein. Notwithstanding the forgoing, to the extent\nthe  Seller Parties elect to retain the obligation to satisfy and discharge  any\nof the Assumed Liabilities set forth on Schedule 2.1 hereto, the cash portion of\nthe  Purchase  Price  shall  be  increased  by  the face amount of such retained\nAssumed  Liabilities.\n\n     2.2     Closing  Payment.  At the Closing, Buyer shall pay and deliver the\n             ----------------\nPurchase  Price  to  Seller,  by  wire  transfer  of immediately available funds\ndenominated in United States Dollars in accordance with the Wiring Instructions.\n\n\n\nARTICLE  3.  REPRESENTATIONS  AND  WARRANTIES\n\n     3.1     Representations  and  Warranties  of  Seller.  Subject  to  the\n             --------------------------------------------\nlimitations  and  waivers  set  forth  in  Section 3.3 below, the Seller Parties\nhereby  represent  and  warrant  to  Buyer  as  follows:\n\n          3.1.1     Organization  and Good Standing.  Each of the Seller Parties\n                    -------------------------------\nis a corporation duly organized, validly existing and in good standing under the\nlaws  of  the State of Delaware and has all requisite power and authority to own\nand  lease  the properties and assets it owns and leases related to the Business\nand to carry on the Business as such business is presently conducted.  Seller is\nduly  licensed  or  qualified  to  do  business  in  the  State  and  all  other\njurisdictions in which the character of the Assets or the nature of the Business\nrequires  it  to be so licensed or qualified except where a failure to have such\nlicense  or  qualification  would  not  have  a material adverse effect upon the\noperation  of  the  Assets  or  the  Business  as presently conducted by Seller.\n\n          3.1.2     Corporate  Authority;  Authorization  of Agreement.  Each of\n                    --------------------------------------------------\nthe  Seller  Parties  has all corporate requisite power and authority to execute\nand  deliver this Agreement and the documents provided for herein to be executed\nand  delivered  by  Seller  Parties  at  Closing, to consummate the transactions\ncontemplated hereby and to perform its obligations under this Agreement and such\ndocuments.  Seller  Parties  have taken all proper corporate action to authorize\nand  approve  the  execution  and  delivery  of this Agreement and the documents\nprovided  for  herein to be executed and delivered by Seller Parties at Closing,\nthe  performance  of  all  the  terms  and  conditions  hereof and thereof to be\nperformed  by  Seller  Parties  and  the  consummation  of  the  transactions\ncontemplated  hereby and thereby.  No other act or proceeding on the part of the\nSeller  Parties is necessary to authorize the execution, delivery or performance\nof  this  Agreement  or  such  other documents, or the transactions contemplated\nhereby  or  thereby.  This Agreement constitutes (and the documents provided for\nherein  to be executed and delivered by the Seller Parties at Closing will, when\nexecuted  and delivered, constitute) the legal, valid and binding obligations of\nthe  Seller  Parties,  enforceable against the Seller Parties in accordance with\ntheir  terms,  except  as  may  be  (i)  limited  by  any applicable bankruptcy,\ninsolvency, reorganization, moratorium or similar laws affecting the enforcement\nof  creditors' rights generally and (ii) subject to general principles of equity\n(regardless  of  whether  that  enforceability  is considered in a proceeding in\nequity  or  at  law).\n\n          3.1.3     No  Violation.  Except  as  disclosed on Schedule 3.1.3, the\n                    -------------\nexecution  and  delivery  by Seller of this Agreement and the documents provided\nfor  herein,  the  consummation  by  the  Seller  Parties  of  the  transactions\ncontemplated  hereby  and  thereby  and  the compliance by Seller with the terms\nhereof and thereof, do not and will not, (i) violate, or conflict with or result\nin  a  breach  of  any provisions of or constitute a default (or an event which,\nwith  notice or lapse of any applicable cure period, or both, would constitute a\ndefault)  or  require  a  consent  under,  or  result  in the termination of, or\naccelerate  the  performance  required  by or result in the creation of any lien\nupon  any of the Assets under, any of the terms, conditions or provisions of the\narticles of incorporation, bylaws, limited liability company operating agreement\nor  similar  charter documents of the Seller Parties, or (ii) violate any order,\nwrit,  injunction,  decree,  statute,  rule  or  regulation  of  any  Government\nAuthority  applicable  to  the  Seller  Parties  or  the  Assets.\n\n\n\n     3.1.4     Actions  and Proceedings.  Except as disclosed on Schedule 3.1.4:\n               ------------------------\n\n               (A)     there  is  no  action,  suit, proceeding or investigation\n     pending against Seller Parties which has been served on the Seller Parties,\n     or to the best of Seller  Parties'  knowledge,  threatened  against  Seller\n     Parties  involving or affecting the Business or any Assets  material to the\n     Business and seeking  (individually,  or with respect to Claims which arise\n     out  of  the  same  facts  and  circumstances,   in  the  aggregate),   (i)\n     compensation in a specified amount in excess of $50,000;  (ii) compensation\n     in an  unspecified  amount that could as of the date hereof  reasonably  be\n     expected  to  exceed  $50,000;  (iii)  injunctive  relief  except  for such\n     injunctive  relief that if granted would not be material to the Business as\n     presently conducted by Seller or to any Assets material to the Business.\n\n               (B)     there are no decrees, injunctions, liens or orders of any\n     Governmental  Authority outstanding against Seller relating to or affecting\n     the  Business  or any Assets  material  to the  Business  that would have a\n     Material Adverse Effect upon the Business as presently conducted.\n\n               (C)     there  is  no  action,  suit, proceeding or investigation\n     pending  against Seller which has been served on Seller by which any Person\n     seeks to  restrain,  prohibit  or enjoin the  performance  by Seller of the\n     transactions contemplated hereby.\n\n               (D)     there  is  no  action, suit or proceeding pending against\n     Seller  which has been served on Seller or, to the  knowledge of the Seller\n     Parties,  which has been  threatened  against  Seller,  by which any Person\n     seeks to take by eminent domain or condemnation any material portion of any\n     of the Real Property.\n\n          3.1.5     Brokers.  No  person  acting on behalf of Seller Parties has\n                    -------\nany  valid  claim against Buyer or the Assets for any brokers or finder's fee or\nsimilar  compensation  in  connection with the transactions contemplated hereby.\nSeller  Parties shall indemnify, defend and hold Buyer harmless from and against\nany  and  all  Claims by any person alleging a right to a broker or finder's fee\nfrom  or  through  Seller.\n\n          3.1.6     Material  Contracts.\n                    -------------------\n\n               (A)     Schedule 3.1.6(A) contains a true and complete listing of\n     all Material Contracts. For the purposes hereof, \"Material Contracts\" means\n     the  following  contracts or agreements to which Seller is a party and that\n     relate primarily to the Assets or the Business; (i) any written contract or\n     agreement  obligating Seller to make capital  expenditures  which as of the\n     date hereof are reasonably  estimated by Seller to exceed $50,000 after the\n     date hereof;  (ii) any contract or agreement  obligating  Seller to pay, or\n     entitling  Seller  to  receive,  an amount  which as of the date  hereof is\n     reasonably estimated by Seller to exceed either (a) $50,000 in any 12 month\n     period  after the date  hereof or (b)  $50,000  in the  aggregate  over the\n     remainder of current term of the contract or  agreement;  (iii) any loan of\n     money by Seller to any Person for which the outstanding principal amount as\n     of the date hereof exceeds $25,000 or any contract or agreement  obligating\n     Seller  to make  such a loan of money  (provided,  however,  that  sales by\n     Seller to  customers on payment or credit terms  consistent  with  industry\n     custom and practice shall not constitute a loan for these  purposes);  (iv)\n     any guaranty by Seller of the  obligation  of any other Person in an amount\n     which as of the date  hereof is  reasonably  estimated  by Seller to exceed\n     $50,000;  (v) any  contract or  agreement by which Seller has agreed not to\n     compete  with  another  Person in Business or by which  another  Person has\n     agreed not to compete with Seller in the Business;  (vi) any other contract\n     or agreement  that is material to the  Business as  presently  conducted by\n     Seller or to any Assets  material to the  Business;  (vii) any  contract or\n     agreement  by which  Seller  has been  granted a license  to use any of the\n     Intellectual Property; (viii) any rights of first refusal, buy\/sell, option\n     or similar rights in favor of Persons other than Seller with respect to the\n     Business  or any Asset  material  to the  Business;  and (ix) any  material\n     amendment or modification to any of the foregoing.\n\n\n\n               (B)     Except  as disclosed on Schedule 3.1.6(B), (i) all of the\n     Material  Contracts  are  valid and  binding  against  Seller;  and (ii) no\n     defaults  by Seller  exist  thereunder  nor has any event  occurred  which,\n     solely  with the  giving  of notice  or the  lapse of any  applicable  cure\n     period,  or both,  would  constitute a default by Seller under any Material\n     Contract,  except where a default or termination of such Material  Contract\n     would not have a material  adverse  effect upon the operation of the Assets\n     or the Business as presently  conducted by Seller.  To the knowledge of the\n     Seller Parties,  except as disclosed on Schedule  3.1.6(B),  (i) all of the\n     Material  Contracts are valid and binding against the other parties thereto\n     (or their  successors in  interest);  (ii) no defaults by the other parties\n     thereto (or their  successors  in interest)  exist  thereunder  nor has any\n     event occurred which,  solely with the giving of notice or the lapse of any\n     applicable cure period,  or both,  would constitute a default by such other\n     parties (or their  successors  in interest)  under any  Material  Contract,\n     except where a default or termination  of such Material  Contract would not\n     have a Material Adverse Effect upon the Business as presently  conducted by\n     Seller or any Assets material to the Business;  and (iii) execution of this\n     Agreement and the  consummation  of the  transactions  contemplated  herein\n     shall not constitute a default under,  or result in the termination of, any\n     Material  Contract,  except where a default or termination of such Material\n     Contract  would not have a material  adverse  effect  upon the  Business as\n     presently  conducted by Seller or any Assets material to the Business.  For\n     the  purposes of the  foregoing,  the  matters set forth on Schedule  3.1.4\n     shall be deemed incorporated by reference as if such matters were set forth\n     in full on Schedule 3.1.6(B).\n\n               (C)     Except  as disclosed on Schedule 3.1.6(C), no consents or\n     approvals are required in connection with the assignment by Seller to Buyer\n     of  Seller's  rights  and  obligations  under the  Material  Contracts,  no\n     violations  would occur under the Material  Contracts in connection with or\n     as a result  of the  transfer  from  Seller  to Buyer of the  Business  and\n     Assets,  no consents or approvals are required in the Business as presently\n     conducted  by Seller  and no  violations  would  occur  under the  Material\n     Contracts in connection  with the assignment by Seller to Buyer of Seller's\n     rights and obligations under the Material  Contracts,  except where failing\n     to obtain such consent or such approval  would not have a Material  Adverse\n     Effect upon the Business and Assets.\n\n          3.1.7     Business  and  Assets.  There  exist  no  agreements  or\n                    ---------------------\narrangements  for  the  sale  by  Seller  of  the  Business  (including, without\nlimitation,  calls  on  or other rights in favor of Persons other than Seller to\npurchase  such  Business  and Assets whether or not the same are currently being\nexercised).\n\n\n\n          3.1.8     Permits.\n                    -------\n\n               (A)     Schedule  3.1.8  contains  a true and complete listing of\n     all Permits that Seller holds or for which Seller has applied.\n\n               (B)     Except  as  disclosed  on  Schedule  3.1.8,  (i)  to  the\n     knowledge of the Seller Parties, Seller holds, or has applied for, or is in\n     the process of applying  for,  all Permits  material to the  ownership  and\n     operation  of the  Business  as  presently  conducted  by Seller and to the\n     Assets  which are material to the  Business;  (ii) all such Permits held by\n     Seller are in full force and  effect,  and to the  knowledge  of the Seller\n     Parties,  all applications for such Permits are complete;  and (iii) Seller\n     is in  compliance  in all  material  respects  with such  Permits.  For the\n     purposes of the  foregoing,  the  matters  set forth on Schedule  3.1.4 and\n     Schedule  3.1.9 shall be deemed  incorporated  by this reference as if such\n     matters were set forth on Schedule 3.1.8 in full.\n\n          3.1.9     Compliance  with  Laws.  Except  as  disclosed  on  Schedule\n                    ----------------------\n3.1.9,  Seller  is  in  compliance  in  all  material respects with all Permits,\njudgments, orders, decrees, injunctions, statutes, rules, regulations, and other\nlegal  or  administrative  requirements  of  all  Government  Authorities having\njurisdiction  over the operation of the Assets and\/or the Business, except where\nnon-compliance  would  not  have  a material adverse effect upon the Business as\npresently conducted by Seller or any Assets material to the Business.  Except as\nset  forth  in  Schedule  3.1.9, Seller has not received any written notice of a\nmaterial  violation  of  any  such  Permit, judgment, order, decree, injunction,\nstatute,  rule, regulation or other legal or administrative requirement from any\nGovernment  Authority  having  jurisdiction  other than violations which, to the\nbest  of  Seller's  knowledge,  have  been  cured or remedied to such Government\nAuthority's  satisfaction.  For  the  purposes of the foregoing, the matters set\nforth  on  Schedule  3.1.3,  Schedule  3.1.4,  Schedule  3.1.8, Schedule 3.1.10,\nSchedule  3.1.12,  Schedule  3.1.14  and  Schedule  3.1.20(A)  shall  be  deemed\nincorporated  by  this  reference  as if such matters were set forth on Schedule\n3.1.9  in  full.\n\n     3.1.10     Labor  and  Employment  Matters.\n                -------------------------------\n\n               (A)     Seller  is  providing,  on  Schedule  3.1.10,  a true and\n     complete listing,  to the best of Seller's  knowledge and belief,  upon due\n     inquiry,  of all  Employees as of the date thereof,  including  approximate\n     date of hire,  title or grade  as of the date  thereof,  salary  or rate of\n     compensation  as of the date  thereof,  exempt or  non-exempt  status,  and\n     active or leave  status.  Except for any  agreements  disclosed on Schedule\n     3.1.10 and any Seller Benefit Plan, none of the Employees is a party to any\n     written  employment  contract,  agreement  or  commitment,  termination  or\n     severance agreement or similar contract or agreement, and the employment of\n     all such Employees is terminable at will (subject,  however,  to applicable\n     laws governing the termination of employees generally).\n\n               (B)     There  are  no  collective bargaining agreements or other\n     similar  agreements  with  respect  to  Employees,  and  no  Employees  are\n     represented   by  any   labor   organization   or   collective   bargaining\n     representative.  Except  as  disclosed  on  Schedule  3.1.10,  Seller is in\n     compliance in all material  respects with all  applicable  laws,  rules and\n     regulations  pertaining to labor or employment matters,  practices,  wages,\n     benefits and hours.\n\n\n\n               (C)     Except  as disclosed on Schedule 3.1.10, to the knowledge\n     of the Seller Parties, there is not currently underway any organized effort\n     to unionize  Employees who are employed by Seller as of the date hereof and\n     there are no union  certification or  representation  issues pending before\n     any Government Authority.\n\n          3.1.11     Intellectual  Property.  The  Patents set forth on Schedule\n                     ----------------------\n1.1.8  hereto  constitute all of the patents owned by or licensed to Seller, and\nused  by  Seller  in  the  Business  that  are  material to the operation of the\nBusiness  as  currently  conducted  by  Seller.  The Marks set forth on Schedule\n1.1.8  hereto  constitute all of the Marks owned by Seller and used by Seller in\nthe  Business  that  are  material to the operation of the Business as currently\nconducted  by  Seller.  As configured and operating on the Closing Date, (i) the\nBusiness  does  not knowingly and unlawfully infringe upon or misappropriate the\nIntellectual  Property  of  any  other  Person; and (ii) to the knowledge of the\nSeller Parties, the Intellectual Property is not being unlawfully infringed upon\nor misappropriated by any other Person.  Except as disclosed on Schedule 3.1.11,\nSeller  has  the  right to assign or license, as applicable, to Buyer its right,\ntitle  and  interest  in the Intellectual Property.  Notwithstanding anything in\nthis  Agreement  to  the  contrary,  Seller  makes  no  representation  to Buyer\nregarding  ownership  of,  title  to,  the  right to use, assign or license U.S.\nPatent  Registration  No.  5,565,750.  With  respect to Intellectual Property of\nwhich Seller is licensee, Seller has the right to use such Intellectual Property\nas  they  are  currently  being  used  by  Seller  in  the  Business.\n\n          3.1.12     No  Material  Adverse  Effect.  Except  as  disclosed  on\n                     -----------------------------\nSchedule  3.1.12, there has been no Material Adverse Effect since June 30, 2000.\nFor  the  purposes of the foregoing, the matters set forth on Schedule 3.1.4 and\nSchedule 3.1.9 shall be deemed incorporated by this reference as if such matters\nwere  set  forth  on  Schedule  3.1.12  in  full.\n\n          3.1.13     Taxes.  Except  as set forth on Schedule 3.1.13, Seller has\n                     -----\nfiled  all  material  non-income  tax  returns  that are required to be filed by\nSeller with respect to the Assets or the Business through the Closing Date, such\nreturns  are  true,  correct  and  complete  in  all  material respects and were\nprepared  in  conformity with all applicable laws and regulations, and except as\notherwise  set  forth  in  this  Agreement,  Seller  shall  have paid  all taxes\nrequired  to  be  reported on such returns which are due and are attributable to\nany  taxable  period or portion thereof that ends on or before the Closing Date.\n\n          3.1.14     Financial  Statements.  Schedule  3.1.14  consists  of  the\n                     ---------------------\naudited  financial statement and balance sheet of the Business as of and for the\nyear  ending December 31, 1999 and the unaudited financial statement and balance\nsheet  of  the  Business  as of and for the six (6) month period ending June 30,\n2000,  (collectively,  the  \"Financial  Statements\").  Such Financial Statements\nfairly  present  in all material respects the financial condition and results of\noperations  of  the  Business  at the date and for the period indicated and have\nbeen  prepared in accordance with GAAP.  To the knowledge of the Seller Parties,\nthe  Financial  Statements  do  not  contain  any material items of a special or\nnonrecurring  nature,  except  as  expressly  stated  therein.  The  Financial\nStatements have been prepared from the books and records of the Seller, which to\nthe  knowledge  of  the  Seller  Parties,  accurately  and  fairly  reflect  the\ntransactions  of,  acquisitions and dispositions of assets by, and incurrence of\nliabilities by the Seller with respect to the Business.  To the knowledge of the\nSeller  Parties,  the  Seller  has no material Liabilities of or relating to the\nbusiness  of  the  Seller  except for (i) Liabilities reflected on the Financial\nStatements, (ii) current liabilities incurred in the ordinary course of business\nand  consistent  with past practice after the latest Financial Statements, (iii)\nordinary  course  obligations  under  the  Material  Contracts  and  under other\nagreements  entered  into  by  the Seller in the ordinary course of the Seller's\nbusiness  that  are  not  included  within the definition of Material Contracts.\n\n\n\n          3.1.15.     Absence  of  Material Adverse Change.  Except as set forth\n                      ------------------------------------\nin  Schedule3.1.12,  since  the  latest  Financial  Statement  date,  except  as\nspecifically  contemplated  by  this  Agreement,  there  has  not  been, (a) any\nmaterial  adverse  change  in the condition (financial or otherwise), results of\noperations, assets or Liabilities of the Seller or with respect to the manner in\nwhich  the  Seller  conducts  its  business  or  operations;  (b) any payment or\ntransfer of assets to or for the benefit of any stockholder of the Seller, other\nthan  compensation  and  expense  reimbursements  paid in the ordinary course of\nbusiness, consistent with past practice; (c) any breach or default by the Seller\nor,  to  the knowledge of Sellers, any other party (or event that with notice or\nlapse  of  time would constitute a breach or default), termination or threatened\ntermination  under  any  Material Contracts; (d) any change by the Seller in its\naccounting  methods,  principles  or practices; (e) any increase in the benefits\nunder,  or  the  establishment or amendment of, any bonus, insurance, severance,\ndeferred  compensation,  pension,  retirement,  profit sharing or other employee\nbenefit  plan,  or any increase in the compensation payable or to become payable\nto directors, officers or employees of Seller, except for annual merit increases\nin salaries or wages in the ordinary course of business and consistent with past\npractice;  (f)  any  theft,  condemnation  or  eminent  domain proceeding or any\nmaterial  damage,  destruction  or casualty loss affecting any asset used in the\nbusiness  of  the  Seller,  whether  or  not covered by insurance; (g) any sale,\nassignment  or transfer of any asset of the Seller, except sales of inventory in\nthe  ordinary course of business and consistent with past practices or any sales\nof  obsolete  equipment  no  longer  used in the business of the Seller; (h) any\nwaiver  by  the  Sellers  of  any material rights related to the Business or the\nAssets;  (i)  any other transaction, agreement or commitment entered into by the\nSeller  or  affecting the Seller's business, operations or assets, except in the\nordinary  course  of  business  and  consistent  with  past practices or (j) any\nagreement  or  understanding  to  do  or  resulting  in  any  of  the foregoing.\n\n          3.1.16  Receivables.    This  section  deleted  by  agreement.\n                  -----------\n\n          3.1.17  Seller Benefit Plans.  Except as disclosed on Schedule 3.1.17,\n                  --------------------\nneither the Seller nor any ERISA Affiliate contributes or has at any time within\nthe  six  calendar  year period preceding the Closing Date contributed or had an\nobligation  to  contribute to a multi-employer plan (as defined in Section 3(37)\nof  ERISA)  on behalf of the Employees who are employed by Seller as of the date\nhereof  which  would  give  rise  to  any  liability  to  Buyer.\n\n          (B)     Following  the  Closing, Buyer will have no liabilities under,\n     resulting  from,  or relating to the Seller  Benefit Plans and will have no\n     obligation to continue or replace any of the Seller Benefit  Plans,  except\n     as expressly provided in Article 11 below.\n\n          (C)     The Seller's 401(k) plan is qualified under Code   401(a), and\n     has been operated in compliance  with all applicable  laws and  regulations\n     and in accordance with the terms of the plan.\n\n          3.1.18  Title  to  Assets.  Seller  has  good  title  and\/or  a  valid\n                  -----------------\nownership  interest,  or  a valid leasehold interest, in each of the Assets free\nand  clear  of  all  liens,  claims  and  encumbrances  other  than  Permitted\nEncumbrances  and  as  set  forth  on Schedule 3.1.18.  Upon consummation of the\ntransactions  contemplated  hereby, Buyer will have acquired good title and\/or a\nvalid  ownership interest, or a valid leasehold interest, in each of the Assets,\nfree  and  clear of any liens or encumbrances, except for Permitted Encumbrances\nand  liens  and  encumbrances  created  by  or  through  Seller.\n\n          3.1.19     Litigation.  No  injunction  or  order  has  been  issued\n                     ----------\nrestraining  or  prohibiting,  nor  shall any law or decision have been rendered\nmaking  unlawful,  or which would substantially delay or make substantially more\nburdensome  (1)  any  transaction  contemplated  by  this Agreement, (2) Buyer's\nownership or use of the Business or any Assets material to the Business, nor has\nany  Governmental  Authority  filed  an  action  or threatened to file an action\nseeking  any  of  the  foregoing.\n\n\n\n     3.2     Representations  and  Warranties  of  Buyer.  Buyer  represents and\nwarrants  to  the  Seller  parties  as  follows:\n\n          3.2.1     Organization  and  Good  Standing.  Buyer  is  a  limited\n                    ---------------------------------\npartnership duly organized, validly existing and in good standing under the laws\nof  the State of Delaware and has all requisite corporate power and authority to\nown  and  lease the properties and assets it owns and leases and to carry on its\nbusiness  as  such  business  is presently conducted.  Buyer is duly licensed or\nqualified  to  do business in the State and all other jurisdictions in which the\ncharacter  of  the  properties and assets owned or leased by it or the nature of\nthe  business conducted by it requires it to be so licensed or qualified, except\nwhere  the  failure  to  be  so  licensed or qualified would not have a material\nadverse  effect  on Buyer, taken as a whole, or the transactions contemplated by\nthis  Agreement,  taken  as  a  whole.\n\n          3.2.2     Corporate  Authority; Authorization of Agreement.  Buyer has\n                    ------------------------------------------------\nall  requisite  corporate  power  and  authority  to  execute  and  deliver this\nAgreement  and the documents provided for herein to be executed and delivered by\nBuyer  at  Closing,  to  consummate  the transactions contemplated hereby and to\nperform  its  obligations under this Agreement and related documents.  Buyer has\ntaken  all  proper  corporate  action to authorize and approve the execution and\ndelivery  of this Agreement and the documents provided herein to be executed and\ndelivered  by  Buyer at Closing, the performance of all the terms and conditions\nhereof  and  thereof  to  be  performed  by  Buyer  and  the consummation of the\ntransactions contemplated hereby and thereby.  No other act or proceeding on the\npart  of  Buyer is necessary to authorize the execution, delivery or performance\nof  this  Agreement  or  such  other documents, or the transactions contemplated\nhereby  or  thereby.  This Agreement constitutes (and the documents provided for\nherein  to be executed and delivered at the Closing by Buyer will, when executed\nand  delivered,  constitute)  the legal, valid and binding obligations of Buyer,\nenforceable  against  Buyer  in  accordance  with  their  terms.\n\n          3.2.3     No  Violation.  The  execution and delivery by Buyer of this\n                    -------------\nAgreement  and  the  documents  provided  herein to be executed and delivered by\nBuyer  at  Closing,  the  consummation by Buyer of the transactions contemplated\nhereby  and  thereby,  and  the  compliance  by  Buyer with the terms hereof and\nthereof,  do not and will not (i) violate or conflict with or result in a breach\nof  any provisions of or constitute a default (or an event which, with notice or\nlapse  of  any  applicable cure period, or both, would constitute a default), or\nrequire  a  consent  under,  or  result in the termination of, or accelerate the\nperformance  required  by  or result in the creation of any lien upon any of the\nAssets  under,  any  of  the  terms, conditions or provisions of the articles of\nincorporation,  bylaws  or  similar  charter  documents of Borrower or, (ii) any\norder,  writ,  injunction, decree, statute, rule or regulation of any Government\nAuthority  applicable  to  Buyer  or  to  the  Assets.\n\n          3.2.4     Litigation.  There  is  no  action,  suit,  proceeding  or\n                    ----------\ninvestigation  pending  against Buyer or its affiliates which has been served on\nBuyer of its affiliates or, to the best of Buyer's knowledge, threatened against\nBuyer  or  its  affiliates  by  which any Person seeks to restrain or enjoin the\nperformance  by  Buyer  of  this  Agreement.\n\n          3.2.5     Brokers.  No  person acting on behalf of Buyer has any valid\n                    -------\nclaim  against Seller for any brokers or finder's fee or similar compensation in\nconnection  with  the  transactions contemplated hereby.  Buyer shall indemnify,\ndefend  and  hold  Seller  harmless  from  and against any and all Claims by any\nperson  alleging  a  right  to  a  broker or finder's fee from or through Buyer.\n\n\n\n          3.2.6     No  Knowledge  of Breach by the Seller Parties. Buyer has no\n                    ----------------------------------------------\nknowledge  of any Breach by Sellers of any of the representations and warranties\nof  Sellers  as  set  forth  in  Section  3.1  above.\n\n          3.2.7     Financing.  Buyer  has,  and  at  the  Closing  will  have,\n                    ---------\nsufficient  cash,  available  lines  of  credit, or other sources of immediately\navailable  funds  to  enable  it  to pay the Purchase Price to the Seller at the\nClosing.\n\n     3.3.     Waiver  of  Implied  Warranties\n              -------------------------------\n\n     (i)  THE  REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES CONTAINED IN\n          THIS   AGREEMENT   ARE  EXCLUSIVE  AND  ARE  IN  LIEU  OF,  ANY  OTHER\n          REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED. THE SELLER PARTIES MAKE\n          NO  REPRESENTATIONS  OR  WARRANTIES  AND  DISCLAIM ALL  LIABILITY  AND\n          RESPONSIBILITY  FOR  ANY   REPRESENTATION,   WARRANTY,   STATEMENT  OR\n          INFORMATION  ORALLY  OR IN  WRITING  MADE  OR  COMMUNICATED  TO  BUYER\n          INCLUDING BUT NOT LIMITED TO ANY OPINION,  INFORMATION OR ADVICE WHICH\n          MAY HAVE BEEN PROVIDED TO BUYER BY THE SELLER PARTIES;  AND (B) SELLER\n          HAS NOT MADE, AND SELLER HEREBY EXPRESSLY  DISCLAIMS AND NEGATES,  ANY\n          IMPLIED  OR  EXPRESS  WARRANTY  OF  MERCHANTABILITY,   FITNESS  FOR  A\n          PARTICULAR PURPOSE.\n\n     (ii) THE SELLER  PARTIES  EXPRESSLY  DISCLAIM AND NEGATE,  AND BUYER HEREBY\n          WAIVES, (x) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY\n          OR   CONDITION   OF  THE   ASSETS;   (y)  ANY   IMPLIED   WARRANTY  OR\n          REPRESENTATION,  AS TO THE  QUALITY,  MERCHANTABILITY,  FITNESS  FOR A\n          PARTICULAR  PURPOSE,  CONFORMITY TO MODELS OR SAMPLES, OR CONDITION OF\n          ANY OF THE ASSETS OR ANY PART THEREOF; AND (z) ALL REPRESENTATIONS AND\n          WARRANTIES,  EXPRESS,  IMPLIED OR  STATUTORY,  OTHER THAN THE  EXPRESS\n          REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.\n\n     (iii)THE ITEMS OF PERSONAL PROPERTY,  INVENTORY,  EQUIPMENT,  IMPROVEMENTS,\n          FIXTURES  AND  APPURTENANCES  CONVEYED AS PART OF THIS  AGREEMENT  ARE\n          TRANSFERRED,  AND BUYER  ACCEPTS  SUCH ITEMS \"AS IS, WHERE IS AND WITH\n          ALL FAULTS.\"\n\n     (iv) EXCEPT  AS  OTHERWISE  SET  FORTH  IN  THIS  AGREEMENT,  THERE  ARE NO\n          REPRESENTATIONS  AND  WARRANTIES  MADE BY OR ON BEHALF  OF THE  SELLER\n          PARTIES.\n\n     (v)  THE SELLER  PARTIES  AND BUYER  ACKNOWLEDGE  THAT THE  WAIVERS IN THIS\n          SECTION 3.3 ARE CONSPICUOUS, AND ARE CAPITALIZED IN NOTICEABLE TYPE.\n\nARTICLE  4.  DUE  DILIGENCE\n\n\n\n     4.1     Access  to  Assets.  Upon  execution  of  this Agreement, and until\n             ------------------\nClosing,  and  as  long as Buyer complies with Section 4.2, Buyer shall have the\nreasonable  right to enter upon the Real Property and inspect the Assets located\nthereon  and  conduct  such  physical, topographical, geological, environmental,\ndrainage,  soil  and  engineering studies or inspections as Buyer may reasonably\ndesire.  Based  upon  the  results of such studies or inspections, Buyer may, at\nits  sole discretion, terminate this Agreement, and upon such termination Seller\nshall  return  to Buyer all down payments or earnest money.  Buyer shall provide\nSeller  reasonable  prior  notice of any access under this Article.  All access,\ninspections  and  tests  shall  be non-destructive in nature and Seller shall be\nnotified  and  shall  have  the  right to approve the protocol of any such tests\nprior  to  commencement of the test.  Any and all access and tests shall be done\nat  the  sole  cost and expense of Buyer, who shall indemnify Seller for any and\nall  claims  arising  directly  from  Buyer's  tests.\n\n     4.2     Access to Records.  Upon reasonable notice from Buyer, Seller shall\n             -----------------\nprovide  Buyer  reasonable  access during Seller's regular business hours to the\nRecords.  The  disclosure  of  any  privileged  document or information to Buyer\nshall  not  constitute  a  waiver  of  the applicable privilege, and Buyer shall\npromptly  following  written  request  of Seller return to Seller all originals,\ncopies  and derivations of any such document or information unless such document\nor information primarily relates to the Assets or an Assumed Liability.  Any and\nall  access  shall  be  done  at  the  sole cost and expense of Buyer, who shall\nindemnify  Seller  for  any  and  all  claims  arising  from Buyer's activities.\n\n     4.3     Access  to  Persons.  Seller  shall provide Buyer reasonable access\n             -------------------\nduring  Seller's  regular  business  hours  to  Seller's  employees,  agents and\nrepresentatives.  Notwithstanding  the foregoing, Buyer shall not contact any of\nSeller's employees, agents or representatives unless and until the parties shall\nhave reasonably agreed (orally or in writing) upon the manner in which and terms\npursuant  to  which  such  access shall be provided, including any agreements or\nunderstandings  (orally  or  in writing) made prior to the date hereof.  Any and\nall access shall be done at the sole cost, liability, risk and expense of Buyer.\n\n     4.4     Other  Due  Diligence.  Prior  to  the  Closing, and subject to the\n             ---------------------\nterms and conditions of this Agreement, Buyer may conduct such other examination\nor  investigation  of  public  records  relating  to the Assets or third persons\nhaving knowledge of the Assets as Buyer may choose to conduct in its discretion.\n\n     4.5     Supplemental  Disclosures.  From time to time prior to the Closing,\n             -------------------------\nthe  Seller  will promptly deliver a Supplemental Disclosure with respect to any\nmatter hereafter arising which, if existing or occurring at or prior to the date\nhereof,  would  have  been  required  to be set forth or listed in the Schedules\nhereto  or  which  is  necessary  to  complete or correct any information in the\nSchedules.Any  matters  set  forth  on  the Supplemental Disclosurewhich are not\ncured  or remedied by Seller prior to Closing or waived by Buyer, and any Claims\nrelating  thereto,  shall  survive  Closing  and  shall be subject to Article 10\nhereof.  Any  matters  set forth on the Supplemental Disclosure shall be subject\nto  the  provisions  of  4.6.\n\n     4.6     Inaccuracies  of  Representations  and  Warranties.  Should  Buyer\n             --------------------------------------------------\nreasonably  determine that any one or more of the representations and warranties\nof  Seller Parties set forth in Section 3.1 are or would be untrue or misleading\nas  of  the  Closing  Date,  then  Buyer shall deliver written notice thereof to\nSeller  Parties  prior to the Closing Date.  Thereafter, Seller Parties may make\nreasonable efforts to cure or remedy such inaccuracies or the effect on value of\nsuch  inaccuracies to Buyer's reasonable satisfaction prior to the Closing Date.\nIf  Seller  Parties  do  not cure or remove such inaccuracies, including without\nlimitation  any  Supplemental Disclosures, or any other item Buyer was aware of,\nthen  Buyer  may  elect,  by  written  notice, not to Close and to terminate all\nfurther  obligations  of the parties to each other (except for those obligations\nwhich  survive  pursuant  to  Subsection  10.2.1).\n\n\n\nARTICLE  5.  OPERATIONS\n\n     5.1     Permits;  Environmental  Requirements.  Buyer  shall  be  solely\n             -------------------------------------\nresponsible  for  compliance with Permits and Environmental Requirements (except\nto  the extent such Permits and Environmental Requirements relate to Pre-Closing\nEnvironmental Liabilities, for which Seller shall remain financially responsible\nand  liable) affecting the Business and the Assets after the Closing (whether or\nnot  Seller  is  the  permit  holder  under  such  Permits).\n\nARTICLE  6.  PRE-CLOSING  COVENANTS\n\n          6.1     Certain Covenants of Seller Pending Closing.  Between the date\n                  -------------------------------------------\nof  this  Agreement  and  the  Closing  Date:\n\n          6.1.1     Conduct  of Business.  Except as expressly permitted by this\n                    --------------------\nAgreement  or  as  otherwise  approved  by  Buyer in writing, Seller shall have:\n\n               (A)     conducted  the  Business in substantially the same manner\n     as  heretofore  conducted  by  Seller  in  all  material  respects;\n\n               (B)     used  reasonable  efforts  to  (i) maintain in effect all\n     Permits  material to the  operation of the Assets which are material to the\n     Business as presently operated by Seller; (ii) maintain the Assets material\n     to the Business in their present  operating  condition  and repair  (normal\n     wear and tear excepted); (iii) keep available the services of the Employees\n     who are employed by Seller as of the date hereof (other than  Employees who\n     Buyer informs Seller will not be Transferred  Employees,  and Employees who\n     resign or are  terminated for cause);  and (iv) maintain its  relationships\n     with customers, suppliers and others having business dealings with it;\n\n               (C)     made  payments  in  respect of accounts payable and other\n     obligations  of the  Business in a manner and at times  consistent,  in the\n     aggregate, with prior practice;\n\n               (D)     performed  in all material respects its obligations under\n     the  Material  Contracts,  and  comply in all  material  respects  with all\n     applicable laws applicable to the Business;\n\n               (E)     not  entered  into  or  assume  any contract or agreement\n     which,  if entered  into or assumed  prior to the date  hereof,  would be a\n     Material Contract;\n\n               (F)     not  granted  (or committed to grant) any increase, other\n     than periodic increases and bonuses consistent with past practices,  in the\n     compensation  of any  Employee or  institute,  adopt or amend (or commit to\n     institute,  adopt or amend)  any  compensation  or  benefit  plan,  policy,\n     program or arrangement or collective bargaining agreement applicable to any\n     such Employee,  except as otherwise expressly provided in this Agreement or\n     as otherwise disclosed by Seller to Buyer.\n\n\n\n          6.1.2     Expenses.  Seller  shall  not  have  made any commitments to\n                    --------\nexpend  funds  or otherwise incur any other obligations or liabilities in excess\nof  $50,000  per  such expense, in connection with the ownership or operation of\nthe  Assets,  other  than  (i)  expenses incurred in the normal operation of the\nAssets; (ii) commitments, obligations and liabilities which will be satisfied as\nof  the  Closing  Date; (iii) expenses incurred to resolve emergency conditions,\n(iv)  as  may  be  required pursuant to the terms of Permits; (v) expenses which\nSeller  has  reserved  against  on  the  financial  statements  referred  to  in\nSubsection  3.1.14;  and (vi) expenses payable under or pursuant to the Material\nContracts.\n\n          6.1.3  Transfers.  Except  as  otherwise provided herein, Seller shall\n                 ---------\nnot have sold, transferred or abandoned any portion of the Assets other than the\nsale,  transfer  or  abandonment,  in  the  ordinary  course  of  conducting the\nBusiness, of Assets or having a per item fair market value of more than $50,000.\n\n          6.1.4  Material  Contracts.  Seller  shall  not have amended, altered,\n                 -------------------\nmodified,  waived  or  terminated  any  Material  Contract.\n\n          6.1.5  Financial  Statements.  Seller  shall  provide to Buyer audited\n                 ---------------------\nfinancial statements of the Business (including balance sheets and statements of\noperations  and cash flows) as of and for the year ending December 31, 1999, and\nunaudited  financial  statements  of  the  Business for the six (6) month period\nending  June  30, 2000, prepared in accordance with GAAP.  Seller shall promptly\ndeliver  copies  thereof  to  Buyer  upon  receipt  and\/or  preparation  of such\nfinancial  statements,  but  in  no  event  later  than  the  Closing  Date.\n\n          6.1.6     Transfer of Permits.  Seller shall reasonably cooperate with\n                    -------------------\nBuyer  with  regard  to  the  application  for  transfer  of  any  Permits.\n\n          6.1.7     Closing  Conditions.  Seller  shall  make  reasonable  best\n                    -------------------\nefforts  to  satisfy  all  conditions  necessary  to  Close and shall reasonably\ncooperate  in  good  faith  with  Buyer  in  Buyer's  efforts  to  Close.\n\nARTICLE  7.  TAXES;  PRORATIONS\n\n     7.1     Payment  of Ad Valorem and Property Taxes.  To the extent that they\n             -----------------------------------------\nare  accurately  reflected  on  the June 30, 2000 balance sheet of the Financial\nStatements  and  have  been accrued on a consistent basis since June 30, 2000 to\nthe  Closing  Date,  all  ad  valorem  taxes,  personal  property taxes, special\nassessments, direct assessment, general assessments and similar obligations (and\nany  refunds, credits and the like) for the appropriate periods shall be paid by\nBuyer  notwithstanding  the period of ownership of Seller or Buyer.  Buyer shall\nfile  or  cause  to  be  filed all required reports and returns incident to such\ntaxes,  assessments  and  similar obligations which are due on or after Closing,\nand  shall  pay  or  cause  to be paid to the taxing authorities all such taxes,\nassessments  and  similar  obligations  reflected  on  such  reports or returns.\n\n     7.2     Sales,  Use  and Transfer Taxes.  Buyer shall be liable for and pay\n             -------------------------------\nany  stamp,  deed, transfer, sales, use, excise, business, occupation, franchise\nor  other  similar  taxes imposed in connection with the transfer of the Assets.\nBuyer shall be liable for and pay any conveyance, transfer and recording fees or\ntaxes  imposed  in  connection  with the transfer of the Assets.  Buyer shall be\nliable  for  and  pay any penalties and interest which may accrue as a result of\nBuyer's  failure  to  make  timely  payment.\n\n\n\nARTICLE  8.  CLOSING\n\n     8.1     The  Closing.  The  Closing  shall  be  consummated  at  10:00 a.m.\n             ------------\nCentral  Standard  Time  on the Closing Date at the offices of Thompson, Knight,\nBrown,  Parker &amp; Leahy, LLP, 1200 Smith Street, Suite 3600, Houston, Texas 77002\nor  at  such  other  place and hour as may be mutually agreed upon by Seller and\nBuyer.  If  either  Seller  or Buyer has not performed the conditions to Closing\napplicable  to  such party hereunder and the performance of such conditions have\nnot  been waived, in either case as of the Closing Date, then the party that has\nperformed  and  stands ready to close shall have the one-time right (but not the\nobligation)  to  postpone  the  date  of Closing to a business day no later than\nfifteen  calendar  days  from  the  Closing  Date.\n\n     8.2     Events  at  Closing.  At  Closing:\n             -------------------\n\n          8.2.1     Seller  shall:\n\n               (A)     Execute,  acknowledge  and  deliver  to  Buyer  a Special\n     Warranty Deed for the Real Property  substantially  similar to the form set\n     forth in Exhibit B.\n\n               (B)     Execute  and  deliver  to  Buyer  the  Bill  of  Sale.\n\n               (C)     Execute  and  deliver  to Buyer one original affidavit or\n     other  certification  (as  permitted  by such  code)  that  Seller is not a\n     \"foreign person\" within the meaning of Section 1445 (or similar provisions)\n     of the Internal  Revenue Code of 1986,  as amended  (i.e.,  Seller is not a\n     nonresident alien, foreign corporation,  foreign partnership, foreign trust\n     or  foreign  estate  as  those  terms  are  defined  in such  code  and the\n     regulations promulgated thereunder).\n\n               (D)     Execute  and  deliver  to  Buyer one original withholding\n     exemption  certificate for each state in which the Assets are located which\n     has a law similar to Section 1445 of the Internal Revenue Code.\n\n               (E)     Transfer  to  Buyer  (subject  to the terms of applicable\n     operating agreements and other provisions hereof) possession and control of\n     all of the Assets effective as of the Closing Date.\n\n               (F)     Buyer  shall have received an opinion of Seller's Counsel\n     to the effect set forth in Subsections 3.1.1,  3.1.2, 3.1.3 (to the best of\n     their  knowledge),  and 3.1.4 (to the best of their knowledge) and that the\n     forms of conveyance documents are legally sufficient to convey to Buyer all\n     of  Seller's  right,  title  and  interest  in the  Assets,  in form and in\n     substance reasonably satisfactory to Buyer.\n\n               (G)     Seller  shall  have  obtained  all consents and approvals\n     which are required in connection  with  transactions  contemplated  hereby,\n     other than consents and approvals which Buyer and Seller  reasonably  agree\n     are not material.\n\n     8.2.2     Buyer  shall:\n\n               (A)     Deliver  to  Seller  the  Purchase  Price less the Escrow\n     Amount.\n\n\n\n               (B)     Buyer  shall  retain  Five  Hundred  Thousand  Dollars\n     ($500,000.00)  (the  \"Escrow  Amount\")  until the  earlier of the  parties'\n     agreement as to the Final Settlement Statement or January 1, 2001, at which\n     time the Escrow Amount,  plus interest accrued thereon at the \"Escrow Rate\"\n     (as  defined  herein),  shall be  delivered  to Seller by wire  transfer of\n     immediately  available funds to an account designated by Seller;  provided,\n     however,  that Buyer shall not  deliver  any  portion of the Escrow  Amount\n     which is the  subject  to either  (x) an unpaid  claim for  indemnification\n     under  Article 10 of which  Seller has been  notified  in writing  prior to\n     January 1, 2001 or (y) an unpaid  claim for an  adjustment  to the Purchase\n     Price (either type of claim being an \"Escrow Claim\"). The Escrow Rate shall\n     be a rate of 5% per annum.\n\n               (C)     Seller  shall  have received an opinion letter of Buyer's\n     in house  General  Counsel  to the effect  set forth in  Subsection  3.2.1,\n     Subsection  3.2.2,  Subsection 3.2.3 (to the best of his knowledge and with\n     respect  to the  Agreement),  and  Subsection  3.2.4  (to  the  best of his\n     knowledge), in form and in substance reasonably satisfactory to Seller.\n\n               (D)     Buyer  shall  have  obtained  all  consents and approvals\n     which are required under the Permits listed on Schedule 3.1.8 in connection\n     with the  consummation of the  transactions  contemplated  hereby and which\n     Buyer and Seller  reasonably  agree are  material  and  necessary  prior to\n     Closing. With respect to Permits listed on Schedule 3.1.8 for which consent\n     or approval is not  available and which Buyer and Seller  reasonably  agree\n     are material,  then Buyer shall have obtained a Permit in Buyer's name from\n     the Government Authority issuing such Permit listed on Schedule 3.1.8.\n\n               (E)     Execute  and  deliver to Seller a counterpart to the Bill\n     of  Sale.\n\n     8.2.3     Buyer  and  Seller  shall:\n\n               (A)     Execute  and deliver assignments of the Patents and Marks\n     on such forms as the United States Patent and Trademark Office requires for\n     assignment  of  patents  and\/or  trademarks  or  substantially  in the form\n     Assignments attached as Exhibits C and D.\n\n               (B)     Execute  and deliver such other instruments and documents\n     as may be reasonably necessary to consummate the transactions  contemplated\n     hereby.\n\n     8.3     Effect  of  Closing.  Except  as  otherwise  provided  herein,  all\n             -------------------\nobligations of the parties wholly or partially to be performed after the Closing\nshall  survive  the  Closing.  Without limiting the generality of the foregoing,\nexcept  as  otherwise  provided  herein, all obligations of a party to indemnify\nanother  person  contained  herein  shall  survive  the  Closing.\n\nARTICLE  9.  POST-CLOSING  COVENANTS\n\n\n\n     9.1.     Final  Settlement  Statement.  Buyer  shall  deliver  the  Final\n              ----------------------------\nSettlement  Statement  to  Seller not later than 90 days after Closing, together\nwith  such  supplemental  calculations  and  information  as shall be reasonably\nnecessary  or  appropriate  to  enable Seller to determine the accuracy thereof.\nWithin  30  calendar days of Seller's receipt of the Final Settlement Statement,\nSeller  shall  notify  Buyer  in  writing  whether  Seller  approves  the  Final\nSettlement  Statement.  If  Seller  approves  the Final Settlement Statement, or\nfails  to  notify  Buyer  of  its  disapproval in the manner and within the time\nspecified  above,  then  the Final Settlement Statement shall be as delivered to\nSeller.  If  Seller disapproves the Final Settlement Statement, then the parties\nshall  use  their  reasonable  best  efforts to agree upon the amounts to be set\nforth  in  the  Final  Settlement  Statement, and the Final Settlement Statement\nshall be amended accordingly.  If Seller and Buyer cannot agree upon the amounts\nto  be  set forth in the Final Settlement Statement, then the accounting firm of\nDeloitte  &amp; Touche,  LLP,  or  its  successor,  is  designated  to  act as sole\narbitrator  and  to  decide all points of disagreement with respect to the Final\nSettlement Statement, such decision to be binding on both parties.  If such firm\nis  unwilling  or  unable  to serve in such capacity, Seller and Buyer shall use\nreasonable  best  efforts  to  designate  and retain another mutually acceptable\ninternationally-recognized  accounting  firm  not  retained  for  general  audit\npurposes  by  either  of them as the sole arbitrator under this Section.  If the\nparties cannot agree upon the individual at any such accounting firm who will be\nprimarily  responsible  to  act as arbitrator, then either party may request the\nappointment  of  such individual by the managing partner thereof.  If Deloitte &amp; Touche,  LLP,  or  its  successor,  is  unwilling  or unable to serve and if the\nparties  are  unable to jointly designate and retain another mutually acceptable\naccounting  firm  as  the  sole arbitrator, then Seller or Buyer, may in writing\nrequest  that  the  American  Arbitration Association designate an accounting or\naccounting  firm  to  serve  as  sole arbitrator.  The costs and expenses of the\narbitrator, whether the firm designated above, or otherwise designated, shall be\nshared  equally  by  Seller  and  Buyer.  Within 5 business days after the Final\nSettlement  Statement  has  been agreed upon or disagreements resolved, Buyer or\nSeller,  as  the  case may be, shall promptly make a payment by wire transfer of\nimmediately  available  funds  to  the  other  party  in  an amount equal to the\ndifference between the Purchase Price as set forth herein and the Purchase Price\nas  set  forth  on the Final Settlement Statement, together with interest at the\nrate  of 5% per annum for the period from and including the Closing Date through\nand  including  the  date  of  payment.  Buyer  shall,  to  the extent it is not\ndirectly  paid  by  Seller,  be  entitled  after the amount of the difference in\nPurchase  Price,  if  any,  is  finally  determined to deduct such difference as\nreflected  on  the  Final  Settlement  Statement  from  the  Escrow  Amount.\n\n     9.2.     Accounts  Receivable.\n              ---------------------\n\n     All accounts receivable, notes receivable and other monies due and owing to\nthe  Baylor  Companies  (the  \"Receivables\")  shall  be  correctly set forth and\nreflected  on  the  Final  Settlement Statement.  To the Seller's knowledge, the\nReceivables  are collectible net of reserves without set-off, within 120 days of\nthe  date  it  first  becomes  due  and  payable.  Buyer  shall use commercially\nreasonable  efforts,  consistent  with  its  past  practices  to  collect  the\nReceivables.  Any Receivables remaining uncollected by Buyer after 120 days from\nthe  Closing Date shall be repurchased by Seller under an AS IS Bill of Sale and\nAssignment  substantially  similar  to  Exhibit  A  for  the  full value of such\nuncollected  Receivables less the reserve for doubtful accounts reflected on the\nBusiness'  balance  sheet as of the Date of Closing.  Buyer shall, no later than\n120 days from the Closing Date, tender to Seller the value of any excess reserve\nfor  doubtful  accounts for the Receivables.  This section shall be Buyer's sole\nremedy  with  respect  to  the  Receivables.\n\n     9.3.     Books  and  Records.\n              --------------------\n\n     (A)     Prior  to the Closing, Seller may make and retain duplicates of the\ndocuments  referred to in Sub-Section 1.2.5 above (for purposes of this Section,\n\"1.2.5  Data\").  Seller  may  remove  the  1.2.5 Data at any time after the date\nhereof,  so long as Seller maintains the 1.2.5 Data in Houston, Texas where they\nare  reasonably  accessible  to  Buyer.\n\n\n\n     (B)     For  a  period of five (5) years after the Closing Date, or for any\nlonger  periods required by any Assumed Liability, any Environmental Liabilities\nor  any  Government  Authority or prudent in connection with ongoing litigation,\nBuyer  shall  retain  the  Records in its possession and shall make such Records\navailable to Seller for inspection and copying upon reasonable notice at Buyer's\noffices,  at  reasonable  times  and  during  regular office hours.  Buyer shall\nmaintain those Records in its possession which contain non-public proprietary or\ntrade  secret  information strictly confidential and shall not disclose any such\nRecords  to  any  person  or  Government  Authority,  unless  such disclosure is\nrequired by applicable law, rule or regulation.  Seller shall use its reasonable\nbest  efforts  to  obtain  consents,  waivers  or  releases  from  third parties\nnecessary  to  enable Seller to transfer to Buyer at Closing all records subject\nto  confidentiality  obligations.  Seller shall retain the documents referred to\nin  Sub-Section  1.2.5 in its possession and shall make such documents available\nto  the  Buyer  for  inspection  and  copying upon reasonable notice at Seller's\noffices at reasonable times and during regular business hours until such time as\nthe  Final  Settlement  Statement  has  been  agreed  upon or disagreements with\nrespect  thereto  have  been  resolved  pursuant  to  Sub-Section  12.1.\n\n     9.4     Public  Announcements.  No  party  hereto  shall  make  any  public\n             ---------------------\nannouncement  or  statement  with respect to this Agreement nor the transactions\ncontemplated  hereby without the prior written consent of the other to the form,\ncontent  and  timing  of such announcement or statement.  However, any party may\nmake  such  announcement  or  statement upon (a) receiving advice of its counsel\nthat the making of such public announcement or statement, and the specific form,\ncontent  and  timing thereof, is required by applicable law, rule or regulation;\nand  (b)  giving  as  much  prior  notice to the other party regarding the form,\ncontent  and  timing  as  is  reasonably  practicable  under  the circumstances.\n\n     9.5     Restrictions  on  Sale of Assets.  No sale or other transfer of any\n             --------------------------------\ninterest in any of the Assets at any time after the Closing Date shall relieve a\nparty  to  this Agreement (or any successor by merger) of any of its obligations\nhereunder  (including without limitation all obligations regarding Environmental\nLiability)  with  respect  to  any  such  Assets  or  interest  therein.\n\n     9.6     Non-Competition.\n             ----------------\n\n          9.6.1     Scope.  From  the Closing Date through the third anniversary\n                    -----\nof  the  Closing  Date, Seller Parties shall neither, directly or indirectly (i)\nacquire  a  controlling interest in any entity that is in the Business, nor (ii)\nexcept as provided in Section 11.1, solicit for employment any individual who is\nan employee of the Buyer at such time or was an employee of the Buyer during the\nyear  prior  to  such  time.\n\n     9.6.2     Enforcement.\n               -----------\n\n               (A)     Seller  Parties  acknowledge that their obligations under\n     this Section are a material inducement to Buyer's execution and performance\n     of this Agreement and that the  restrictions  contained in this Section are\n     reasonable  as to time,  geographic  area and scope of activity  and do not\n     impose a greater  restraint  than is  necessary to protect the goodwill and\n     other legitimate business interests of Buyer.\n\n\n\n               (B)     If the provisions of this Section are found by a court of\n     competent  jurisdiction  to contain  unreasonable  limitations  as to time,\n     geographic area or scope of activity, then such court is hereby directed to\n     reform,  such  provisions  to the  minimum  extent  necessary  to cause the\n     limitations  contained  therein as to time,  geographical area and scope of\n     activity to be reasonable and enforceable.\n\n               (C)     Seller  Parties  acknowledge  that  Buyer  would  be\n     irreparably  harmed by any violation of its obligations  under this Section\n     and that,  in addition to all other rights or remedies  available at law or\n     in equity,  Buyer will be entitled to seek  injunctive and other  equitable\n     relief to prevent or enjoin any such violation.\n\n     9.7     Pending  and  Threatened  Litigation.\n             -------------------------------------\n\n          9.7.1     Litigation.  From and after the Closing Date, Seller Parties\n                    ----------\nshall  be  solely  responsible  for,  and shall indemnify, defend and hold Buyer\nharmless  from  and  against,  the  costs  of  defense and\/or prosecution of the\nproceeding  identified  on  Schedule  3.1.4.\n\n          9.7.2     Other  Litigation.  Except  to the extent otherwise provided\n                    -----------------\nin  Subsection  9.5.1, Seller Parties shall be solely responsible for, and shall\nindemnify, defend and hold Buyer harmless from and against, the costs of defense\nand\/or  prosecution of all other actions and proceedings with respect to conduct\nor sales of goods in connection with the Business occurring prior to the Closing\nincluding  any actions and proceedings pending at or threatened in writing prior\nto  the Closing, and the payment of any judgments or settlements with respect to\nsuch  actions  and proceedings.  Buyer shall, at no out-of-pocket cost to Buyer,\nreasonably  cooperate  with  Seller  Parties  in connection with Seller Parties'\npursuit  or  defense  of  any  such action or proceeding, and any preparation or\ninvestigation  relating  thereto.  Without  limiting  the  generality  of  the\nforegoing,  Buyer  shall  reasonably  make  available  to  Seller  Parties  for\ninterview,  deposition and testimony those Transferred Employees then in Buyer's\nemploy  having  knowledge  relating  to  such action, proceeding, preparation or\ninvestigation  and  shall  reasonably  make  available Records relating thereto.\n\n     9.8     Cooperation  Regarding  Permits.  Seller shall reasonably cooperate\n             -------------------------------\nwith  Buyer  in  providing  information  required by Buyer to obtain or transfer\nPermits  necessary  for  conducting  operations  and  business.\n\n     9.9.     Warranty  Work.  Buyer  shall  perform  all  service,  repair,\n              --------------\nreplacement  and similar work required under the Seller's written warranties for\nservices  provided  and  products sold by the Business prior to the Closing Date\n(\"WARRANTY  WORK\"),  in  a  workman-like  manner and consistent with the Buyer's\npractices.  Prior  to  commencing any such Warranty Work reasonably estimated to\ncost  more  than  $5,000.00,  Buyer  shall  notify the Seller in writing of such\nWarranty  Work  claim,  providing  in  reasonable  detail  the  then  known  the\ncontractual  basis  therefor,  the  scope  of  the  Warranty Work proposed to be\nperformed  and  the estimated expense, if possible, to be incurred in connection\ntherewith.  Upon  receipt  of  notice  of  a claim for Warranty Work, the Seller\nshall  promptly,  but  in  no  more  than two (2) business days, advise Buyer in\nwriting  of  any  objections  the  Seller  may  have  that the proposed scope of\nWarranty  Work  exceeds  that  required  under  the Seller's pre-closing written\nwarranty  requirements,  specifying  the  basis  therefor, and the parties shall\nthereafter  attempt  to  negotiate,  diligently  and  in  good faith, a mutually\nsatisfactory  resolution  to any matters in dispute.  Buyer may proceed with the\nWarranty Work upon the earlier to occur of (i) three (3) business days after the\nSeller's  receipt  of  notice  of  the claim for Warranty Work, if Buyer has not\nreceived  prior  notification  of  the  Seller's  objections thereto or (ii) the\nparties'  resolution  of  all  disputed matters with respect to such claim.  The\nBuyer  shall  not make a claim for reimbursement by Seller until it has utilized\nthe warranty reserve as reflected on the Final Settlement Statement and then any\nsuch claim shall be subject to Section 10.4.1.  Seller shall reimburse Buyer for\nany  such  Warranty  Work  in  an  amount  equal  to  Buyer's  standard  costs.\n\n\n\n     9.10     Seller Employee Plans.  To the extent permissible under applicable\n              ---------------------\nlaw,  Seller  shall  cause  an  amount  equal  to  any remaining balance held in\nSeller's  Medical  Care Reimbursement Plan and Dependent Care Assistance Plan to\nbe  transferred  to the Buyer and Buyer shall use such amount for the benefit of\nall  Transferred  Employees.\n\nARTICLE  10.  INDEMNIFICATION;  SURVIVAL\n\n     10.1     Certain  Agreements  and Acknowledgements.  The provisions of this\n              -----------------------------------------\nArticle  10  are  the result of mutual compromise and an allocation of risk with\nrespect  to  the  subject matter hereof.  The provisions of this Article 10 have\nbeen  given  individual  weight  by the parties in connection with entering into\nthis  Agreement and the setting of the Purchase Price.  Buyer and Seller Parties\nintend that the allocations of risk and responsibility contained in this Article\n10 are mutually intended by them to be given full effect and that the rights and\nremedies  contained  in this Article 10 are exclusive of all other statutory and\ncommon  law  rights  and  remedies  with  respect  to the subject matter of this\nArticle  10.\n\n     10.2     Indemnification.\n              ----------------\n\n          10.2.1     Seller's  Indemnification.  From  the  period  after  the\n                     -------------------------\nClosing Date until September 1, 2001, Seller Parties shall defend, indemnify and\nhold Buyer harmless from and against (a) any and all Claims (whether third-party\nor  otherwise),  arising out of, resulting from or relating to (i) the ownership\nand\/or  operation of the Assets or the Business by any Person before the Closing\nDate,  except  the Assumed Liabilities; (ii) any misrepresentation or inaccuracy\nof  any  representation  or  warranty  made by Seller Parties in this Agreement;\n(iii)  any  other  liability  or obligation expressly retained by Seller Parties\nunder  this Agreement; and (iv) the breach of, or failure to perform or satisfy,\nany  of  the  covenants of Seller Parties set forth in this Agreement.  Provided\nhowever,  Seller  Parties' indemnification of Buyer from and against any and all\nClaims  arising  out of, resulting from or relating to Pre-Closing Environmental\nLiabilities shall continue until September 1, 2002.  Seller Parties shall defend\nBuyer from and against any allegation made by a third party that, if true, would\nconstitute  a  misrepresentation or inaccuracy of any representation or warranty\nmade  by  Seller  Parties  in  this  Agreement.\n\n          10.2.2     Buyer's Indemnification.  From the period after the Closing\n                     -----------------------\nDate  until the September 1, 2001, Buyer shall defend, indemnify and hold Seller\nParties harmless from and against (a) any and all Claims (whether third-party or\notherwise),  arising  out  of,  resulting  from or relating to (i) the ownership\nand\/or  operation  of the Assets or the Business by any Person after the Closing\nDate  including  without  limitation  the  Assumed  Liabilities;  (ii)  any\nmisrepresentation  or inaccuracy of any representation or warranty made by Buyer\nin this Agreement; (iii) any other liability or obligation expressly retained by\nBuyer  under  this  Agreement;  and (iv) the breach of, or failure to perform or\nsatisfy, any of the covenants of Buyer set forth in this Agreement.  Buyer shall\ndefend  Seller  from  and against any allegation by a third party that, if true,\nwould  constitute  a  misrepresentation  or  inaccuracy of any representation or\nwarranty  made  by  Buyer  in  this  Agreement.  Provided  however,  Buyer shall\nindemnify  the Seller Parties, until September 1, 2002, from and against any and\nall  Claims  arising  out  of,  resulting  from  or  relating  to  Environmental\nLiabilities  which  arise  from  the Business or Real Property from or after the\nClosing  Date.\n\n\n\n     10.3     Claims Procedure.  Promptly upon discovery of a Claim with respect\n              ----------------\nto  which  the  party  giving notice believes it may be entitled to indemnity or\ndefense,  Seller Parties or Buyer, as may be the case, shall give prompt written\nnotice  to  the  other  thereof.  The  party  giving  notice of a Claim shall be\nreferred to as the \"Indemnified Party\" and the party receiving notice of a Claim\nshall  be  referred  to  as  the  \"Indemnifying  Party.\"  In  the event that the\nIndemnified Party gives notice of a Claim to the Indemnifying Party, such notice\nshall set forth the facts known to the Indemnified Party pertaining to the Claim\nand  shall specify the manner in which the Indemnified Party proposes to respond\nto the Claim.  Within ten days of receipt of such notice, the Indemnifying Party\nshall commence the investigation of the Claim specified in such notice and shall\ncomplete  such  investigation  within  thirty  (30) days of Indemnifying Party's\nreceipt  of  such  notice.  Within  ten  (10)  days  of  the  completion  of the\ninvestigation,  the  Indemnifying Party shall state in writing:  (i) whether the\nIndemnified Party may proceed to respond to the Claim in the manner set forth in\nits  notice  and (ii) whether the Indemnifying Party shall assume responsibility\nfor  and conduct the negotiation, defense or settlement of the Claim, and if so,\nthe specific manner in which the Indemnifying Party proposes to proceed.  If the\nIndemnifying Party does elect to assume responsibility and such control, (i) its\ndefense  against  the Claim shall be conducted by the Indemnifying Party and its\ncounsel  at  its  expense  in  a manner reasonably satisfactory and effective to\nprotect  the  Indemnified  Party  to  the extent required hereunder and (ii) the\nIndemnifying  Party  and  its  counsel  shall  keep  the Indemnified Party fully\nadvised  as  to  its  conduct  of such defense.  If the Indemnifying Party shall\nundertake at any time to compromise any such Claim, it shall promptly notify the\nIndemnified  Party  of  its  intention to do so and shall obtain the Indemnified\nParty's  prior  written  consent  to  any  final compromise or settlement, which\nconsent  shall  not  be unreasonably withheld.  If the Indemnifying Party should\nfail to defend against any such Claim to the extent required hereunder, then the\nIndemnified Party may assume control of the defense and, with the consent of the\nIndemnifying  Party,  which shall not be unreasonably withheld, settle the Claim\nat  the  Indemnifying  Party's  expense.  Notwithstanding  the  foregoing,  the\nIndemnified  Party  shall  have  the  right  at  all times to participate in the\ndefense of any Claim hereunder with its own counsel and at its own expense.  All\nprovisions  of  this  Agreement  requiring  a  party to indemnify another person\n(including  without  limitation those set forth in Article 5) shall be deemed to\nincorporate  this  Section by reference, and all notices and actions relating to\nClaims  thereunder  shall be made in the manner set forth in, and subject to the\nterms  and conditions of, this Section 10.3 (except to the extent that Article 5\nprovides  alternate  or  supplemental  procedures  applicable  thereto).\n\n     10.4     Limitation  on  Liability.\n              --------------------------\n\n          10.4.1     Threshold  For  Indemnification.  Notwithstanding  anything\n                     -------------------------------\nherein  to  the  contrary,  neither  the Seller Parties nor Buyer shall have any\nobligation  to indemnify, defend and\/or hold any Person harmless from or against\nany  Claims  arising  out  of,  resulting  from  or  related  to  (x)  any\nmisrepresentation  or  inaccuracy of any representation or warranty made by such\nparty  in  this  Agreement, or in any other agreement, instrument or certificate\ndelivered  in  connection  herewith,  (y)  any  warranty  claim in excess of the\nwarranty  reserve  as  reflected  on  the Final Settlement Statement, or (z) any\nbreach,  default  or  nonperformance by such party of any agreement, covenant or\nobligation  contained  in  Article  10, unless and until the aggregate damage or\nloss  actually incurred by such party in connection with all such Claims exceeds\n$300,000.00,  in  which  case the indemnity hereunder shall apply to such Claims\nand  any  individual  future Claim or Claims incurred by the members of Buyer or\nSeller,  as the case may be.  The foregoing threshold limitation shall not apply\nto  any  breach  with respect to the Final Settlement Statement adjustment under\nSection  9.1  or  the  Receivables  adjustment  under  Section  9.2.  hereof.\n\n\n\n          10.4.2     Limitation  on  Indemnification.  Notwithstanding  anything\n                     -------------------------------\nherein  to  the contrary, the Seller Parties nor Buyer shall have any obligation\nto  indemnify, defend and\/or hold any Person harmless from or against any Claims\nin  excess  of  the  Ten  Million  Dollars  ($10,000,000.00).\n\n          10.4.3     Intentional Breach.  Notwithstanding anything herein to the\n                     ------------------\ncontrary,  the  limitations contained in Section 10.4.1 and Section 10.4.2 shall\nnot  apply  to  any  Claims,  arising  out  of, resulting from or related to any\nfraudulent  misrepresentation  or  a  willful  breach  by  a party of a covenant\ncontained  herein.\n\n     10.5     Survival  of  Representations  and  Warranties.  The  express\n              ----------------------------------------------\nrepresentations  and  warranties contained in this Agreement shall survive until\nSeptember  1,  2001,  provided  that  if  a  claim  is  made in writing prior to\nSeptember  1,  2001  or  a  legal  action  is  commenced in a court of competent\njurisdiction  with  respect  thereto  prior to September 1, 2001, then the Claim\nrelating  to  such  representation  and  warranty  shall  survive  until a final\njudgment  is  entered  in  such  action.  Seller  Parties'  representations  and\nwarranties concerning or relating to Pre-Closing Environmental Liabilities shall\ncontinue  until  September  1, 2002, provided that if a claim is made in writing\nprior  to  September  1,  2002  or  a  legal  action  is commenced in a court of\ncompetent jurisdiction with respect thereto prior to September 1, 2002, then the\nClaim  relating  to  such  representation and warranty concerning or relating to\nPre-Closing  Environmental  Liabilities  shall survive until a final judgment is\nentered  in  such  action.\n\n     10.6     Exclusive  Remedy.  THE PARTIES ACKNOWLEDGE  AND  AGREE  THAT  THE\n              -----------------\nREMEDIES  SET  FORTH  IN  THIS  AGREEMENT,  INCLUDING THE DEDUCTIBLES, LIABILITY\nLIMITS,  SURVIVAL PERIODS, DISCLAIMERS AND LIMITATIONS ON REMEDIES, ARE INTENDED\nTO  BE,  AND  SHALL BE, THE EXCLUSIVE REMEDIES WITH RESPECT TO ANY ASPECT OF THE\nTRANSACTIONS  CONTEMPLATED  BY  THIS  AGREEMENT.\n\nARTICLE  11.  EMPLOYMENT  MATTERS\n\n     11.1     Offers  of  Employment.  Buyer  shall offer to employ a minimum of\n              ----------------------\n85%  of  the Employees identified on the list referred to in Schedule 11.1 list,\nsubject  to  each  such Employee's satisfactory completion of Buyer's employment\napplication  process,  including  any  reasonable  screening  processes  and\nprocedures.  Buyer's  obligation  to  offer  employment  in  accordance with the\npreceding  sentence  shall  apply to Employees on short term disability or other\nleave  of  absence  only  if  such  Employees return to active work within three\nmonths  of  the  Closing  Date;  provided,  further,  that  Buyer  shall have no\nliability  for any sick pay, disability pay or benefits with respect to any such\nEmployee  unless and until such Employee is actively at work for Buyer.  Without\nBuyer's  prior  written consent, Seller Parties shall not solicit the employment\nof  any  Employees  identified  on  the  list  referred  to in Schedule 11.1. At\nClosing,  Buyer  shall  deliver  to  Seller  a list of Employees who will not be\noffered  employment  by  Buyer.  Except as to employees covered under employment\ncontracts identified on Schedule 3.1.10, all offers of employment shall be on an\n\"at-will\"  employment  basis.\n\n\n\n     11.2     Terms  of  Employment.  The employment of Transferred Employees by\n              ---------------------\nthe  Buyer  shall  be  upon  the  following  terms  and  conditions:\n\n          11.2.1     Compensation.  Buyer shall pay Transferred Employees a base\n                     ------------\nrate  of  pay  equal  to  the  base  rate payable by Seller on the Closing Date.\n\n          11.2.2     Vacation  Program.  Buyer  shall  recognize  service  of\n                     -----------------\nTransferred  Employees  as  recognized by Seller for future vacation entitlement\nand  accruals  under  Buyer's  vacation  plans.\n\n          11.2.3.     Severance  Pay.  Transferred  Employees  who  are\n                      --------------\ninvoluntarily  terminated  without  cause  by  Buyer  within three months of the\nClosing  Date  shall receive severance pay in accordance with Seller's severance\nplan  as  it  existed  as  of  the  Closing Date.  Transferred Employees who are\ninvoluntarily  terminated  without cause by Buyer at any time after three months\nfrom  the  Closing  Date  shall  be entitled to severance pay in accordance with\nBuyer's  then  current  severance  plan.\n\n          11.2.4     Benefit  Plans.  Subject  to  the  approval  of  Buyer's\n                     --------------\ninsurance  carriers  (including  stop-loss  carriers),  which  Buyer  will  use\nreasonable  efforts  to  obtain:\n\n               (A)     Transferred  Employees  and  their  dependents  who  are\n     participating  in a group  health  plan  maintained  by Seller  immediately\n     before the Closing Date shall be eligible to  participate in a group health\n     plan maintained by Buyer immediately after the Closing Date, without regard\n     to any waiting period or preexisting condition exclusion;\n\n               (B)     Where coverage for dependents of Transferred Employees is\n     available  under  Buyer's  health and life plans,  such  coverage  shall be\n     effective  as of the  same  date  as the  Transferred  Employee's  coverage\n     becomes effective.\n\n               (C)     The  Buyer's  health  plans  shall  recognize Transferred\n     Employees'  payments toward the annual deductible for Seller's health plans\n     as though  they had been made under the  Buyer's  plan for the plan year in\n     which the Transferred Employee became an employee of Buyer.\n\n     11.2.5     Service  Credit.  Except  as  specifically  set  out  herein,\n                ---------------\nTransferred  Employees'  service with Seller shall be recognized for eligibility\nand  vesting  for  the  purposes of all of Buyer's benefit and pension plans and\nemployment  policies  to  the  same  extent  as  service  with  Buyer  would  be\nrecognized,  subject to any applicable Code provision or other law or regulation\nprohibiting  or  limiting  the  extension  of  such  credit.\n\n     11.3     No  Third Party Rights.  Nothing contained herein shall (i) confer\n              ----------------------\nupon  any  former,  current  or  future employee of Seller or Buyer or any legal\nrepresentative or beneficiary thereof any rights or remedies, including, without\nlimitation,  any  right to employment or continued employment of any nature, for\nany specified period, (ii) cause the employment status of any former, present or\nfuture  employee  of  Buyer  to  be  other  than terminable at will, or (iii) be\nconstrued  to  limit  Buyer's  right to amend, revise, suspend, or terminate any\nbenefit  plan  or  program  at  any  time.\n\n\n\n     11.4     Employee  Notifications.  Prior  to the Closing Date, Seller shall\n              -----------------------\nprovide timely written notice of the transactions contemplated in this Agreement\nto  the  affected  Employees,  and any other third parties as may be required by\napplicable  laws,  including without limitation the National Labor Relations Act\nand  the Worker Adjustment and Retraining Notification Act or similar state law,\nand  as  may be required under the terms of any applicable collective bargaining\nagreements,  arbitration  awards,  consent  decrees,  settlement  agreements,\ninjunctions  or  court  orders.\n\n     11.5     Former  Employees;  Transferred Employees.  Seller shall be solely\n              -----------------------------------------\nresponsible  for,  and  shall indemnify, defend and hold Buyer harmless from and\nagainst, any Claim made by or on behalf of any retiree or former employee of the\nBusiness,  or  with  respect  to  any Employee who does not become a Transferred\nEmployee, or with respect to any spouse or dependent of any such person, or with\nrespect  to  a  Transferred  Employee arising out of acts or omissions by Seller\noccurring  prior  to  Closing.  Buyer shall be solely responsible for, and shall\nindemnify,  defend  and hold Seller harmless from and against, any Claim made by\nor  on  behalf  of  any  Transferred  Employee  or with respect to any spouse or\ndependent of any such person arising out of Buyer's acts or omissions subsequent\nto  Closing  including,  without limitation, those made under Section 11.2.  The\nparties  agree  that  Buyer  shall  be  liable  for  any  continuation  coverage\n(including any penalties, excise taxes or interest resulting from the failure to\nprovide  continuation  coverage)  required  by  Section 4980B of the Code due to\nqualifying  events  which  occur  on  or  after  the Closing with respect to any\nTransferred  Employee  and  such  person's  spouse  and  dependents.\n\nARTICLE  12.  MISCELLANEOUS\n\n     12.1     Notices.  Any  notice provided or permitted to be given under this\n              -------\nAgreement  (including  any request for consent or approval, or response thereto)\nshall be in writing, and may be served by personal delivery, by telecopier or by\nFederal Express or another reputable overnight courier service, addressed to the\nparty  to  be notified.  If there is any dispute regarding the actual receipt of\nnotice,  the  party  giving  such  notice  shall  bear  the  burden of providing\nreasonably  satisfactory  evidence of such delivery or receipt.  For the purpose\nof  the  foregoing,  electronic  confirmation of complete facsimile transmission\nshall  be satisfactory evidence of receipt of telecopy notice.  Notices shall be\ndeemed  to  have been given and received upon receipt at the addresses specified\nbelow.  For  purposes  of  notice,  the  addresses  of  the  parties shall be as\nfollows:\n\nIf  to  Buyer:                National-Oilwell,  L.P.\n                              10000  Richmond  Ave.,  Suite  400\n                              Houston,  Texas  77042\n                              Attention:  Chief  Financial  Officer\n                              Telecopy:  (713)  346-7957\n\n\nwith  a  copy  to:            National-Oilwell,  L.P.\n                              10000  Richmond  Ave.,  Suite  400\n                              Houston,  Texas  77042\n                              Attention:  General  Counsel\n                              Telecopy:  (713)  346-7995\n\n\nIf to Seller Parties:         Elmagco,  Inc.\n                              777  Post  Oak  Blvd.,  8th  Floor\n                              Houston,  Texas  77056\n                              Attention:  Larry  H.  Ramming\n                              Telecopy:  (713)  830-2711\n\n\n\n                              Boots &amp; Coots International Well Control, Inc.\n                              777  Post  Oak  Blvd.,  8th  Floor\n                              Houston,  Texas  77056\n                              Attention:  Larry  H.  Ramming\n                              Telecopy:  (713)  830-2711\n\nwith  a  copy  to:            Thompson, Knight, Brown, Parker &amp; Leahy, L.L.P.\n                              1200  Smith  Street,  Suite  3600\n                              Houston,  Texas  77002-4595\n                              Attention:  Barry  Davis\n                              Telecopy:  (713)  654-1871\n\nEither  Buyer  or  Seller  may  specify  as its proper address any other address\nwithin the continental United States by giving notice to the other party, in the\nmanner  provided  in  this  Section,  at  least three business days prior to the\nClosing  Date  of  such  change  of  address.\n\n     12.2     Assignment.  No  party  may assign any rights or obligations under\n              ----------\nthis  Agreement  prior to Closing without the prior written consent of the other\nparty, which consent may be withheld in the sole discretion of the other party..\nNotwithstanding  the  foregoing,  Buyer  may  assign  its rights and obligations\nhereunder  in  whole but not in part to any other Person which is a wholly owned\ndirect  subsidiary  if  such assignee executes a written assumption agreement in\nform  and  substance  reasonably  satisfactory  to Seller.  No assignment by any\nparty,  with  or  without consent, whether before or after Closing, shall in any\nway  release  such  party  from  any  obligations  hereunder.\n\n     12.3     Further  Assurances.  Seller  and  Buyer  shall  take such further\n              -------------------\nreasonable  actions  and shall execute, acknowledge and deliver all such further\ndocuments  that  are  reasonably  necessary  or  appropriate  to  consummate the\ntransactions  contemplated  hereby.\n\n     12.4     Expenses.  Whether  or  not  the transactions contemplated by this\n              --------\nAgreement  are consummated, and except as otherwise provided herein, each of the\nparties  hereto  shall  bear  the salaries, fees and expenses (including without\nlimitation  travel,  lodging,  food  and  overhead expenses) of their respective\nofficers, employees, attorneys, accountants and other representatives and agents\nincurred  in  connection with negotiation and performance of this Agreement, and\nthe  consummation  of  the  transactions  contemplated  hereby.\n\n     12.5     Severability.  If any term or other provision of this Agreement is\n              ------------\ninvalid,  illegal  or  incapable  of being enforced under any applicable rule or\nlaw,  such provision shall be ineffective only to the extent of such invalidity,\nillegality  or  unenforceability and all other conditions and provisions of this\nAgreement  shall  nevertheless  remain  in  full force and effect so long as the\neconomic  or legal substance of the transactions contemplated hereby, taken as a\nwhole,  is  not  affected thereby in a materially adverse manner with respect to\neither  party.\n\n     12.6     Entire  Agreement.  This  Agreement, documents provided for herein\n              -----------------\nto  be delivered at Closing and the Confidentiality Agreement contain the entire\nunderstanding  of  the  parties hereto with respect to the subject matter hereof\nand supersede all prior agreements, , including, without limitation the Original\nAgreement,  understandings,  negotiations and discussions among the parties with\nrespect  to  such  subject  matter.  The  disclosure  by  a  party on one of the\nSchedules  attached hereto shall be deemed to be disclosure by such party on any\nother  applicable  Schedule  required  hereby.\n\n\n\n     12.7     Confidentiality.     All  information  obtained by Buyer about the\n              ---------------\nAssets,  including, without limitation, the results or findings of any physical,\ntopographical, geological, environmental, drainage, soil and engineering studies\nor  inspections  of the Assets conducted by Buyer, shall be subject to the terms\nand  conditions  of  the  Confidentiality  Agreement,  which  shall  survive the\nexecution,  performance  and  termination  of  this  Agreement.\n\n     12.8     Construction.  Buyer and Seller acknowledge that this Agreement is\n              ------------\nthe  result of negotiation between them and that they have each been represented\nby  counsel  of their own choosing in such negotiations.  The provisions of this\nAgreement  shall be construed and enforced in accordance with their fair meaning\nand  shall  not  be  strictly  construed against the drafter thereof.  Except as\notherwise  provided  herein,  no  consents  or  approvals  required or requested\nhereunder  shall  be  unreasonably  withheld,  conditioned  or  delayed.\n\n     12.9     Captions.  The  descriptive  headings  contained in this Agreement\n              --------\nare  for  convenience  only and shall not control the meaning or construction of\nany  provision  of  this  Agreement.\n\n     12.10     Amendments.  This  Agreement  may  be  amended,  modified,\n               ----------\nsupplemented,  restated or discharged (and provisions hereof may be waived) only\nby  one  or  more  instruments  in  writing  signed  by  the  party against whom\nenforcement  of  the amendment, modification, supplement, restatement, discharge\nor  waiver  is  sought.\n\n     12.11     Binding  Effect.  This Agreement shall be binding on and inure to\n               ---------------\nthe  benefit of the parties hereto and their respective successors and permitted\nassigns.\n\n     12.12     Governing Law.  This Agreement shall be governed by and construed\n               -------------\nand enforced in accordance with the laws of the State of Texas without regard to\nthe  principles  of  conflicts  of  laws  thereof.\n\n     12.13     Consent  to  Jurisdiction  and  Forum  Selection.  Buyer  hereby\n               ------------------------------------------------\nirrevocably consents to the exclusive jurisdiction of the courts of the State of\nTexas  in  and for the County of Harris and the United States District Court for\nthe  Southern District of Texas in connection with any litigation arising out of\nor  relating  to this Agreement or any of the transactions contemplated thereby.\n\n     12.14     Attorneys'  Fees.  In the event either Buyer or Seller brings any\n               ----------------\nsuit  or  other  proceeding with respect to the subject matter or enforcement of\nthis  Agreement,  the  prevailing  party  (as determined by the court, agency or\nother  authority  before  which  such suit or proceeding is commenced) shall, in\naddition  to  such  other  relief  as  may  be  awarded,  be entitled to recover\nreasonable  attorneys'  fees,  expenses  and  costs of investigation as actually\nincurred  (including  without  limitation attorneys' fees, expenses and costs of\ninvestigation  incurred  in  appellate  proceedings),  and  costs  incurred  in\nestablishing the right to indemnification, or in any action or participation in,\nor  in  connection  with,  any  case or proceeding under the Bankruptcy Code, 11\nUnited  States  Code  Section  101  et  seq.,  or  any  successor  statute.\n\n\n\n     12.15     Punitive  Damages.  In  no  event shall either party be liable to\n               -----------------\nthe  other  for  any  exemplary  or  punitive damages in any dispute between the\nparties  relating, directly or indirectly, to this Agreement or the transactions\ncontemplated  hereby.\n\n     12.16     No  Admissions.  Neither  this  Agreement,  nor  any  part hereof\n               --------------\n(including,  without  limitation,  any  disclosure  on  any  Exhibit or Schedule\nhereto), nor any performance under this Agreement, nor any payment of any amount\npursuant  to any provision of this Agreement shall constitute or be construed as\na  finding,  evidence  of,  or  an admission or acknowledgment of any liability,\nfault, or past or present wrongdoing, or violation of any law, rule, regulation,\nor policy, by either Seller or Buyer or by their respective officers, directors,\nemployees,  or  agents.\n\n     12.17     No  Third  Party  Beneficiaries.  Nothing expressed or implied in\n               -------------------------------\nthis  Agreement is intended to confer on any person other than Buyer, Seller and\ntheir  successors  and  permitted  assigns  any rights or obligations under this\nAgreement.\n\n     12.18     No  Required Notice.  Unless otherwise expressly provided herein,\n               -------------------\nneither  party  shall  be  obligated  to  provide  the  other  with  notice  of\nnon-performance  of an obligation which is required to be performed by a certain\ndate  or within a certain time period, and the failure to give such notice shall\nnot  extend  the  period  for  performance  thereof.\n\n     12.19     Knowledge.  References  to  either  parties' \"knowledge\" or \"best\n               ---------\nknowledge\" or words or phrases of similar import refer to matters actually known\nupon  reasonable inquiry, as determined by the inquiring party, (i) with respect\nto Seller, by the persons identified on Schedule 12.19(A), and (ii) with respect\nto  Buyer,  by  the  persons  identified  on  Schedule  12.19(B).\n\n                            [signature page follows]\n\n\n\n          IN  WITNESS  WHEREOF,  this  Agreement  has  been duly executed by the\nparties  hereto  as  of  the  date  first  written  above.\n\nBUYER:                                    NATIONAL-OILWELL,  L.P.\n                                          by  its  general  partner\n                                          NOW  Oilfield  Services,  Inc.\n                                          a  Delaware  corporation\n\n\n                                          By:___________________________________\n                                          Name:_________________________________\n                                          Its:__________________________________\n\n\n\nSELLER  PARTIES:                          ELMAGCO,  INCORPORATED\n                                          a  Delaware  corporation\n\n\n\n                                          By:___________________________________\n                                          Name:_________________________________\n                                          Its:__________________________________\n\n\n\n                                          BOOTS  &amp; COOTS  INTERNATIONAL  WELL\n                                          CONTROL,  INC.\n\n\n\n                                          By:___________________________________\n                                          Name:_________________________________\n                                          Title:________________________________\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9623,9622],"class_list":["post-43537","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43537","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43537"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43537"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43537"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43537"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}