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                                                                    Exhibit 2(h)


                         UNITED STATES BANKRUPTCY COURT
                        FOR THE SOUTHERN DISTRICT OF OHIO
                           WESTERN DIVISION AT DAYTON

IN RE:                                       )      CASE NO.  01-38066
                                             )      JOINTLY ADMINISTERED
SPINNAKER INDUSTRIES, INC., ET AL.,          )
                                             )      CHAPTER 11
                                             )
                  DEBTORS.                   )      JUDGE HOFFMAN
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              ORDER PURSUANT TO SECTIONS 105, 363, 365 AND 1146 OF
               THE BANKRUPTCY CODE: (A) AUTHORIZING AND APPROVING
              ASSET PURCHASE AGREEMENT WITH NEWCO; (B) AUTHORIZING
           THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS, FREE
  AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS, CHARGES AND ENCUMBRANCES, SUBJECT
  TO THE TERMS OF THE ASSET PURCHASE AGREEMENT; (C) AUTHORIZING THE DEBTORS TO
CONSUMMATE ALL TRANSACTIONS RELATED TO THE ABOVE; AND (D) GRANTING OTHER RELIEF
 ------------------------------------------------------------------------------

            This matter is before the Court on the motion (the "Motion") dated
January 4, 2002 of Spinnaker Industries, Inc. ("Spinnaker") and its wholly owned
subsidiaries, as debtors and debtors in possession herein (collectively, the
"Debtors"), for the entry of, inter alia, this order (the "Sale Order"): (A)
authorizing and approving that certain asset purchase agreement as Amended on
March 5, 2002 (the "Asset Purchase Agreement"), a copy of which is attached
hereto as Exhibit A, between Spinnaker, Spinnaker Coating, Inc. and Spinnaker
Coating-Maine, Inc. (collectively, the "Sellers") and Spinnaker Acquisition,
LLC; (B) authorizing the sale of substantially all of the Debtors' assets free
and clear of all liens, claims, interests, charges and encumbrances, subject to
the terms of the Asset Purchase Agreement and subject to higher and/or better
offers (collectively, as described and defined in the Asset Purchase Agreement,
the "Acquired Assets"); (C) authorizing the Debtors to consummate all
transactions related to the
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above; and (D) granting other relief including scheduling auction, approving
expense reimbursement and termination fee, and approving bidding procedures; and
the Court having on January 22, 2002 entered its Order, inter alia, (i)
Scheduling a Hearing to Approve Asset Purchase Agreement with Buyer for the Sale
of Substantially All of the Debtors' Assets, Free and Clear of All Liens,
Claims, Interests, Charges and Encumbrances, Subject to Higher or Better Offers,
(ii) Setting an Auction Date, (iii) Approving Expense Reimbursement Termination
Fee, (iv) Approving the Form and Manner of Notice in Connection Therewith, and
(v) Approving Bidding Procedures for the Submission of Any Competing Bids (the
"Procedures Order"); and the Debtors having received the highest and best bid
for the Acquired Assets from SP Acquisition, LLC, a Delaware limited liability
company (the "Buyer") pursuant to the Asset Purchase Agreement; and the Court
having considered the Motion and the record in these proceedings, and having
heard the statements of counsel in support of the relief requested in the Motion
at a hearing before the Court on March 5, 2002 (the "Sale Hearing"); and the
Court having been fully advised and having determined that the legal and factual
bases set forth in the Motion and at the Sale Hearing establish just cause for
the relief granted in this Sale Order;

            THE COURT MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF
LAW:

                                  JURISDICTION

            A. The Court has jurisdiction over this matter under 28
U.S.C.Sections 157 and 1334. This proceeding is a core proceeding under 28
U.S.C.Section 157(b)(2). Venue is proper in this district under 28
U.S.C.Sections 1408 and 1409.

                                     NOTICE

            B. The Debtors have complied with all of the procedures for notice
of the Motion and Sale Hearing set forth in the Procedures Order. Such notice
constitutes appropriate


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and adequate notice to all parties and is in compliance with Rules 2002, 6004,
6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy
Rules"). No other or further notice of the Motion, the Sale Hearing or the entry
of this Sale Order is necessary or required.

                     OBJECTIONS; AUCTION; AND OTHER BIDDERS

            C. In response to the Motion and the notice of the Motion, the
Debtors have received objections to the proposed sale of the Acquired Assets to
the Buyer under and pursuant to the Asset Purchase Agreement from the following
parties: the Official Committee of Unsecured Creditors of Spinnaker Coating,
Inc. (the "Committee"), The United States Trustee and the Ohio Environmental
Protection Agency. No other objection to the Motion or the proposed sale to the
Buyer has been filed with this Court.

            D. An auction (the "Auction") was conducted at Coolidge, Wall,
Womsley & Lombard, March 4, 2002. The Buyer, Charlesbank Equity Fund V Limited
Partnership ("Charlesbank"), the Debtors and the Committee participated at the
Auction, which was conducted fairly and openly.

            E. On March 5, 2002, the Court conducted the Sale Hearing.
Immediately prior to the Sale Hearing, Charlesbank advised the Committee that
they were withdrawing from the Auction process. At such time, the Committee
concluded that the Buyer's offer was the highest and best offer and withdrew its
pending objections to the Motion. The Debtors and the Committee submitted the
Buyer's offer to the Court for approval as the highest and best offer for the
Acquired Assets.

            F. In response to the Motion, the notice of the Motion and the
Procedures Order, the Debtors have received no offers to purchase the Acquired
Assets higher and/or better than the Buyer's offer. Accordingly, the Buyer's bid
is the highest and best bid for the Acquired Assets.


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                             JUSTIFICATION FOR SALE

            G. The Debtors have established sound business justification in
support of the proposed sale. Such business justifications include, but are not
limited to, the fact that (i) an immediate sale will improve the Sellers'
prospects to retain important contracts and (ii) the Debtors believe that, as
set forth in the Motion, a sale pursuant to section 363 of title 11 of the
United States Code (the "Bankruptcy Code") and subject to higher and better
offers is the most effective means of maximizing the value for the Acquired
Assets. After considering the circumstances described in the Motion, the Court
has determined that the procedures outlined in the Procedures Order and the
Buyer's offer present the best opportunity for the Debtors to realize the
highest recovery possible for the Acquired Assets for the benefit of all
creditors. The sale process conducted by the Financial Advisor and the Debtors
was non-collusive, fair and reasonable, and conducted in good faith.

            H. The transactions contemplated by the Motion, as approved and
implemented by this Sale Order, are in compliance with and satisfy all
applicable provisions of the Bankruptcy Code, including, without limitation,
sections 363(b), (f) and (m) and 365 of title 11 of the United States Code (the
"Bankruptcy Code"). The terms and conditions of the sale of the Acquired Assets
and the other transactions approved by this Sale Order are fair and reasonable.

            I. The Buyer's offer, as approved by this Sale Order, is the highest
and best offer for the Acquired Assets. The aggregate purchase price offered by
the Buyer constitutes full and adequate consideration and reasonably equivalent
value for the Acquired Assets.

            J. The transfer of the Acquired Assets at the Closing (as defined in
the Asset Purchase Agreement) to the Buyer for the consideration set forth in
the Asset Purchase Agreement is in the best interests of the Debtors' estates,
their creditors and all parties in interest.


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                                   GOOD FAITH

            K. The sale process conducted pursuant to the Procedures Order was
non-collusive, fair and reasonable, and was conducted openly and in good faith.
The transfer of the Acquired Assets to the Buyer represents an arm's-length
transaction and has been negotiated in good faith between the parties. The
Buyer, as transferee of the Acquired Assets, is a good faith purchaser under
section 363(m) and, as such, is entitled to the full protection of section
363(m) of the Bankruptcy Code.

              SALE FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES

            L. The Debtors are authorized to sell the Acquired Assets free and
clear of all Liens (as defined in Paragraph 4 hereinafter) pursuant to and in
accordance with section 363(f) of the Bankruptcy Code; provided that that this
order shall not extinguish any obligations that the Debtors may have to the Ohio
Environmental Protection Agency or the United States Environmental Protection
Agency under applicable state or federal environmental laws that Debtors, Buyer
and any other parties may have regarding the Debtors' Troy property.

                 LEASES AND CONTRACTS TO BE ASSUMED AND ASSIGNED

            M. Upon the transfer of the Assigned Contracts(1) (consisting of
certain real property leases and executory contracts) to the Buyer and, subject
to the payment of the cure amounts (as set forth in Exhibit B to this Order)
contemplated and required by this Sale Order: (A) each Lease constitutes a valid
and existing leasehold interest in the property subject to such Lease; (B) none
of the Debtors' rights (including options, renewals and extensions) have been
released or waived under any of the Assigned Contracts; (C) the Assigned
Contracts have not been terminated and are in full force and effect; and (D) no
default on the part of the Debtors


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(1) All capitalized terms used herein but not otherwise defined herein shall
    have the meanings ascribed to such terms in the Asset Purchase Agreement.


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(monetary or non-monetary) exists under any Assigned Contract (including,
without limitation, with respect to any amounts payable thereunder), nor does
there exist any event or condition which with the passage of time or the giving
of notice, or both, would constitute such a default.

                   CORPORATE AUTHORITY; CONSENTS AND APPROVALS

            N. The Debtors have full corporate power and authority to execute
the Asset Purchase Agreement, any related agreements and all other documents
contemplated by the Asset Purchase Agreement or such other related agreements,
and the sale of the Acquired Assets by the Debtors has been duly and validly
authorized by all necessary corporate power and authority necessary to
consummate the transactions contemplated by the Asset Purchase Agreement. No
consents or approvals, other than this Sale Order and those expressly provided
for in the Asset Purchase Agreement, are required for the Debtors to consummate
such transactions.

            BASED UPON THE FOREGOING, IT IS HEREBY ORDERED that

            1. The Motion is approved.

            2. The Asset Purchase Agreement and the terms and conditions
contained therein are approved. The Debtors are authorized and directed at the
Closing to execute, deliver, implement and fully perform the Asset Purchase
Agreement, together with all additional instruments, agreement and documents
which are contemplated by the Asset Purchase Agreement and those instruments,
agreements and documents which may be reasonably necessary, convenient or
desirable in implementing the Asset Purchase Agreement, and to take all further
actions (including any prorations, adjustments and the like provided for in the
Asset Purchase Agreement) as may be necessary or appropriate in performing the
obligations as contemplated by the Asset Purchase Agreement. All objections to
the Motion that were not withdrawn or settled on the record or otherwise are
overruled.


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            3. Subject to the fulfillment of the terms and conditions of the
Asset Purchase Agreement, at the Closing, the Debtors are authorized to sell,
transfer, assign and convey to the Buyer all of the Debtors' rights, title and
interest in and to the Acquired Assets. The Debtors are authorized and empowered
at the Closing to deliver bills of sale, assignments and such other
documentation contemplated by the Asset Purchase Agreement and this Sale Order.

            4. Except with respect to any obligations that the Debtors may have
to the Ohio Environmental Protection Agency or the United States Environmental
Protection Agency under applicable state or federal environmental laws that
Debtors, Buyer and any other parties may have regarding the Debtors' Troy
property, the transfer of the Acquired Assets to the Buyer as of the Closing
will be free and clear of any and all Liens. As used herein, the term "Liens"
shall mean (a) any and all mortgages, security interests, conditional sales or
other title retention agreements, pledges, liens, claims, judgments, demands and
encumbrances, hypothecation, rights of setoff, recoupment or other offset, lis
pendens or other charge or interest, and (b) all debts arising under, relating
to, or in connection with any acts of the Debtor, claims (as that term is
defined in 11 U.S.C. Section 101(5)), obligations, demands, guarantees, options,
rights, contractual commitments, restrictions, interests and matters of any kind
and nature, in the case of each of clauses (a) and (b), whether imposed by
agreement, understanding, statute, law, equity or otherwise, and whether direct
or indirect, absolute or contingent, choate or inchoate, fixed or contingent,
matured or unmatured, liquidated or unliquidated, and whether arising prior to,
on or after the Filing Date (as defined in the Motion), including, without
limitation, claims and encumbrances (i) that purport to give any party a right
or option to effect any forfeiture, modification, right of first refusal, or
termination of any of any Debtor's or the Buyer's interests


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in the Acquired Assets, or any similar rights, (ii) relating or arising under or
out of, in connection with, or in any way relating to either or both the
Acquired Assets or the operation of the Debtors' businesses prior to the
Closing, (iii) any taxes of any kind accrued for, applicable to or arising from
any period (or portion thereof) ending on or prior to the Closing, and (iv) the
liens and claims identified on Exhibit B to the Motion.

            5. This Sale Order is and will be effective as a determination that,
upon the Closing, all Liens in, on or upon the Acquired Assets are adjudged and
declared to be unconditionally released, discharged and terminated, with all
such Liens to attach to the cash proceeds of the sale of the Acquired Assets
(net of all Cure Amounts as hereinafter defined in paragraph 8(a), the
"Proceeds"), with the same force, validity, effect, priority and enforceability,
inter se, as such Liens had in the Acquired Assets prior to such sale. Except as
otherwise provided in this Sale Order, any issues regarding the extent,
validity, perfection, priority and enforceability of such Liens with respect to
such proceeds will be determined by the Court, if, as and when appropriate, upon
proper application at a later date, including pursuant to a proposed plan of
liquidation.

            6. The Proceeds shall be distributed as follows:

                  A. At Closing the Buyer is authorized and directed to remit
directly to Transamerica Business Capital Corporation (the "Agent") as agent for
Debtors' pre-petition and post-petition Lenders that portion of the Proceeds
equal to all of the Obligations then outstanding (as defined in the Final Order
(1) Authorizing Debtors-In-Possession To Incur Post-Petition Secured
Obligations, (2) Granting Security Interests and Priority Pursuant to 11 U.S.C.
364(c) and (d), (3) Granting Adequate Protection, And (4) Modifying Automatic
Stay entered on December 11, 2001 (the "Financing Order" and such cash payment,
the "DIP Payment")). Upon


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and subject to the Closing, (i) all of the Obligations then owing to the Agent
and the Lenders (as defined in the Financing Order) and paid through the DIP
Payment shall be deemed allowed as a fully secured claim, and the provisions of
Paragraphs J, K and L and clause (i) of the second sentence of Paragraph 25 of
the Financing Order shall be binding on all parties in interest, (ii) the
Buyer's payment in full in cash of the DIP Payment shall constitute payment in
full of an equivalent amount of Indebtedness, and the Debtors and their estates
shall have no further liability for such Indebtedness, and the payment of such
DIP Payment shall be final and conclusive and binding on all parties in interest
and shall not be set aside or otherwise avoided for any reason, and (iii) upon
Agent's receipt of the DIP Payment, its Liens on and security interests in the
Acquired Assets shall be released.

                  B. The Proceeds, after payment of the DIP Amount to Agent,
shall be maintained by the Debtors and used by the Debtors to administer and
wind-down their estates and for distribution in respect of remaining claims and
Liens (including the payment of administrative expense claims). The Debtors will
deposit the Proceeds in a segregated, interest bearing account and copies of
account statements will be provided to the Committee. All Liens (other than the
Agent's Liens) shall attach to such Proceeds with the same force, validity,
effect, priority and enforceability, inter se, as such Liens had in the Acquired
Assets prior to such sale.

            7. Notwithstanding anything to the contrary contained herein, this
Sale Order shall not, in any way, affect, impair or restrict the Liens, claims,
encumbrances and interests of any entity (including the Debtors) in, against, or
with respect to, any of the Debtors' assets other than the Acquired Assets.

            8. A. The Debtors are authorized to assume the Assigned Contracts
and assign them to the Buyer. The Buyer has provided adequate assurance of its
future performance


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under the Assigned Contracts, and the assumption and assignment of the Assigned
Contracts to the Buyer satisfy the requirements of section 365 of the Bankruptcy
Code. Notwithstanding any provision of the Assigned Contracts (including those
described in sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits,
restricts or conditions an assignment or transfer, the Debtors are authorized
and directed at the Closing, pursuant to section 365 of the Bankruptcy Code, to
assume the Assigned Contracts and assign their rights, title and interest
therein to the Buyer. The amounts set forth on Exhibit B to the Order (the "Cure
Amounts") shall constitute the full and final cure and other payments required
under section 365(b) and (f) of the Bankruptcy Code to assume and assign to
buyer each of the respective Assigned Contracts listed thereon. Except as
provided in Section 4 of the Asset Purchase Agreement or as otherwise provided
in a written agreement or in the Asset Purchase Agreement, the Debtors are
authorized and directed to pay the Cure Amounts to the respective holders of
such claims from the proceeds of the sale promptly after the Closing Date.

                  B. Upon the assignment of the Assigned Contracts and the
payment of the Cure Amounts, pursuant to section 365(k) of the Bankruptcy Code,
the Debtors shall be relieved from any further liability under the Assigned
Contracts.

            9. The Rejected Contracts (as defined in the Motion) shall be deemed
rejected as of the Closing Date, pursuant to section 365 of the Bankruptcy Code.
Each of the Lessors shall be required to file a proof of claim with the Clerk of
the Court, on or before April 14, 2002 for any and all alleged damages arising
from the rejection of its Rejected Contracts.

            10. Except as expressly set forth in this Sale Order or the Asset
Purchase Agreement, the Buyer has not, and will not be deemed to have, assumed
any Liens including "claims" (as that term is defined in section 101(5) of the
Bankruptcy Code) against the Debtors.


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            11. All of the Debtors' rights, title and/or interests in the
Acquired Assets are as of the Closing, transferred to and vested in the Buyer.
Subject to the fulfillment of the terms and conditions of the Asset Purchase
Agreement, as of the Closing, this Sale Order will be considered and constitute
for any and all purposes a full and complete general assignment, conveyance and
transfer of the Acquired Assets or a bill of sale transferring good and
marketable title in the Acquired Assets to the Buyer. Any and all governmental
recording offices and all other parties, persons or entities are authorized to
accept this Sale Order as such an assignment or bill of sale and, if necessary,
this Sale Order may be accepted for recordation on or after the Closing as
conclusive evidence of the free and clear, unencumbered transfer of title to the
Acquired Assets conveyed to the Buyer at the Closing.

            12. The transfer of the Acquired Assets to the Buyer under this Sale
Order is exempt from any transfer or stamp tax under section 1146(c) of the
Bankruptcy Code, whether imposed or assessable against the Debtors of the Buyer.

            13. If any of the Acquired Assets are in the care or custody of any
non-debtor party, such party following the Closing shall immediately, upon
written request and presentation of this Sale Order, surrender any such Acquired
Assets in its care or custody to the Buyer.

            14. Upon the Closing, the Buyer is granted immediate and unfettered
access to the Acquired Assets. The Debtors and their officers, agents and
employees who have access to and control over any of the Acquired Assets shall
cooperate in delivering the Acquired Assets to Buyer and shall cease exercising
control over the Acquired Assets upon the Closing, except as directed by the
Buyer in accordance with the Asset Purchase Agreement and this Sale Order, and
such parties are enjoined after the Closing from exercising any control and/or
interfering with the Buyer's use, peaceful enjoyment and control of the Acquired
Assets without the Buyer's


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consent. Provided, however, that Buyer shall make certain senior management
personnel of the Debtors who are under the Buyers' control available to the
Debtors and/or the Committee for valid estate purposes for a period not to
exceed sixty (60) days after Closing, and such availability shall not exceed
five (5) hours per week in the aggregate. The Debtors' estates shall indemnify
such senior management personnel for such services and reimburse their
reasonable out-of-pocket costs and expenses.

            15. Effective on the Closing Date, each of the Debtors' creditors
having Liens on any of the Acquired Assets is authorized and directed to execute
such documents and take all actions as may be necessary to release its Liens, if
any, in, on or against the Acquired Assets, if any, as such Liens may have been
recorded or may otherwise exist.

            16. Except as provided in the Asset Purchase Agreement, if any
person or entity that has filed financing statements or other documents or
agreements evidencing Liens in, on or against the Acquired Assets has not
delivered to the Debtors prior to the Closing, in proper form for filing and
executed by the appropriate parties, termination statements, instruments of
satisfaction, releases of all Liens or other interests that such person or
entity has with respect to the Acquired Assets, the Debtors and the Buyer are
authorized to execute and file such statements, instruments, releases and other
documents on behalf of such person or entity with respect to the Acquired
Assets.

            17. This Court has exclusive jurisdiction to implement and enforce
the terms and provisions of the Asset Purchase Agreement (and all documents
contemplated thereby) and this Sale Order, including any disputes relating
thereto or with respect to the sale, the proceeds of the sale, the transfer or
assignment and delivery of the Acquired Assets to the Buyer and the Buyer's
peaceful use and enjoyment thereof after the Closing, free and clear of any
Liens,


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regardless of whether a plan of reorganization has been confirmed in these
chapter 11 cases and irrespective of the provisions of any such plan or order
confirming such plan; and the Court retains jurisdiction over the parties to the
Asset Purchase Agreement with respect to any controversies which may arise
thereunder.

            18. The terms and provisions of this Sale Order are binding in all
respects upon the Debtors, their employees, officers and directors, their
creditors, their shareholders, any parties having received notice of these
proceedings, any affected third parties and other parties-in-interest, any
persons asserting a Lien in, on or against the Acquired Assets, the Buyer and
all of the aforementioned parties' successors or assigns, including, without
limitation, any trustee subsequently appointed for the Debtors under the
Bankruptcy Code.

            19. The failure specifically to include any particular provisions of
the Asset Purchase Agreement or the agreements contemplated thereby in this Sale
Order will not diminish the effectiveness of such provision, it being the intent
of this Court that the Asset Purchase Agreement and agreements contemplated
thereby are authorized, approved and effective in their entirety. In the event
of any inconsistency between this Sale Order and the Asset Purchase Agreement,
this Sale Order and the terms hereof shall be controlling.

            20. This is a final order and enforceable upon its entry. To the
extent necessary under Rules 5003, 6004(g), 6006(d), 9014, 902l and 9022 of the
Bankruptcy Rules, the Court expressly finds that there is no just reason for
delay in the implementation of this Sale Order and expressly directs entry of
judgment as set forth in this Sale Order. This Sale Order shall be effective
immediately and the stay imposed by Bankruptcy Rule 6004(g) is otherwise
abrogated.


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            21. Under section 363(m) of the Bankruptcy Code, the reversal or
modification of this Sale Order on appeal will not affect the validity of the
transfer of the Acquired Assets to the Buyer, as well as the transactions
contemplated or authorized by this Sale Order, unless the same is stayed pending
appeal prior to the Closing of the transactions authorized by the Sale Order.

            22. Except as otherwise set forth herein or in the Asset Purchase
Agreement, under no circumstances shall the Buyer be deemed a successor of or to
the Debtors with respect to any Liens of others against or in the Debtors or the
Acquired Assets of any kind or nature whatsoever. The sale, transfer, assignment
and delivery of the Acquired Assets shall not be subject to any Liens, of any
kind or nature whatsoever (other than the obligations under the Assigned
Contracts accruing after the Closing Date), which Liens shall remain with, and
continue to be obligations of, the Debtors and attach to the Proceeds. All
persons holding any Lien, other than the obligations under the Assigned
Contracts accruing after the Closing Date, against or in the Debtors or the
Acquired Assets of any kind or nature whatsoever shall be, and hereby are,
forever barred, estopped, and permanently enjoined from asserting, prosecuting,
or otherwise pursuing such Lien of any kind or nature whatsoever against the
Buyer, its property, its successors and assigns, or the Acquired Assets with
respect to any Lien of any kind or nature whatsoever, other than an obligation
under the Assigned Contracts accruing after the Closing Date, such person or
entity had, has, or may have against or in the Debtors, their estates, officers,
directors, shareholders, or the Acquired Assets. Following the Closing Date, no
holder of a Lien against the Debtors shall interfere with the Buyer's title to
or use and enjoyment of the Acquired Assets based on or related to such Lien.
Other than the obligations under the Assigned Contracts accruing after the
Closing Date, under no circumstances shall any holder of a Lien be able to


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commence, continue or otherwise pursue or enforce any remedy, claim or cause of
action against the Buyer, and each holder of a Lien is permanently enjoined from
commencing, continuing or otherwise pursuing or enforcing any remedy, claim or
cause of action against the Buyer on account of such Lien.

            23. Each non-Debtor party to the Assigned Contracts is hereby
forever barred, estopped, and permanently enjoined from asserting against the
Buyer or its property any default existing as of the Closing, any counterclaim,
defense, setoff or any other claim asserted or assertable (as of the Closing)
against the Debtors or the Buyer.



Dated:  March __, 2002
        Dayton, Ohio



                                    ______________________________
                                    UNITED STATES BANKRUPTCY JUDGE



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