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      the written assertion of the claim which would support such breach) shall
      extend the Indemnity Period for such representation or warranty with
      respect to such claim through the date such claim is conclusively
      resolved. No investigation by either party shall relieve the other party
      from any liability for any misrepresentation or breach of warranty made by
      such other party in this Agreement or any related agreement.

            (b) Other than with respect to a breach of Section 5.4 or 5.8, (i)
      Sellers shall have no liability to Buyer on or account of any
      Indemnifiable Damages provided in Section 12.1 unless and until such
      damages in the aggregate exceed Two Million Five Hundred Thousand Dollars
      ($2,500,000) (the "Threshold Amount"), in which event Buyer shall be
      entitled to all (subject to clause (ii) below in this paragraph) of the
      Indemnifiable Damages from the first dollar; and (ii) the total liability
      of Sellers for their indemnity obligation under this Section 12.1 shall be
      limited in all respects to, and shall be payable solely from, and to the
      extent of, the InterLink Indemnity Fund and Buyer's sole and exclusive
      remedy shall be recourse to the InterLink Indemnity Fund upon and subject
      to Buyer's compliance with the terms and conditions of the Closing Escrow
      Agreement; provided, however, that (1) if Section 12.1(c) Damages have
      been paid from the InterLink Indemnity Fund, and if the amount remaining
      in the InterLink Indemnity Fund is as a result insufficient to satisfy
      claims payable under this Section 12.1(b), then the Sellers shall pay pro
      rata to the Disbursement Agent and the Disbursement Agent shall pay to
      Buyer the lesser of (x) the amount of 12.1(c) Damages paid from the
      InterLink Indemnity Fund, and (y) the amount by which claims under this
      Section 12.1(b) exceed the InterLink Indemnity Fund, and (2) upon release
      of the Year Disbursement Amount, each Seller shall thereafter continue to
      be severally obligated to satisfy claims for breaches of Section 5.22
      brought during the relevant Indemnity Period, in an aggregate amount no
      greater than the portion of the Year Disbursement Amount actually received
      by such Seller.

            (c) With respect to any indemnification sought for a breach of
      Sections 5.4 and 5.8, each Seller shall be obligated to indemnify Buyer in
      respect of its Indemnifiable Damages pro rata in accordance with the
      percentages set forth on the Purchase Price Allocation Schedule.
      Notwithstanding paragraph (b) above, such indemnification for breaches of
      Section 5.4 and 5.8 (i) shall not be subject to the Threshold Amount set
      forth in (b) (i) above and (ii) shall not be limited by the amount of the
      InterLink Indemnity Fund. In the event Sellers are obligated to indemnify
      Buyer in respect of Indemnifiable Damages for breaches of Section 5.4 or
      5.8 ("Section 12.1(c) Damages"), such obligation will be paid first from
      the InterLink Indemnity Fund to the extent of any amounts remaining in the
      InterLink Indemnity Fund, and if insufficient funds remain in the
      Indemnity Fund, then each Seller shall be obligated for, and shall pay to
      the Disbursement Agent, its pro rata share of such shortfall, and the
      Disbursement Agent shall pay the amount of the shortfall to Buyer.

            (d) With respect to any claim for indemnification hereunder that may
      reasonably be covered by the indemnification provisions set forth in the
      Scott Agreement or Omega Agreement, Buyer will use commercially reasonable
      efforts to pursue claims