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                                                                     EXHIBIT 2.2

                      UNITED STATES BANKRUPTCY COURT    FILED
                         WESTERN DISTRICT OF TEXAS      March 18 2002
                           SAN ANTONIO DIVISION         U.S. BANKRUPTCY COURT
                                                        BY  /s/ illegible DEPUTY
                                                           ---------------------

IN RE:                              ss.
                                    ss.  CASE NO. 01-53433-K
MOONEY AIRCRAFT CORPORATION,        ss.
                                    ss.
                  DEBTOR.           ss.  Chapter 11

         ORDER UNDER 11 U.S.C. ss.ss. 105(a), 363, 365 AND 1146(c), AND
        FED. R. BANKR. P. 2002, 6004, 6006 AND 9014, (A) APPROVING ASSET
       PURCHASE AGREEMENT; (B) AUTHORIZING THE SALE OF CERTAIN OF DEBTOR'S
          ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES, (C)
         AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY
                         CONTRACTS AND UNEXPIRED LEASES
                         ------------------------------

     This matter having come before the Court on the motion, dated February 26,
2002 (the "Sale Motion") of Mooney Aircraft Corporation (the "Debtor"), for
entry of an order under 11 U.S.C.ss.ss.105(a), 363, 365 and 1146(c) and Fed. R.
Bankr. P. 2002, 6004, 6006 and 9014 (the "Sale Order") authorizing (i) the
Debtor's sale (the "Sale") of certain of Debtor's assets as set forth in that
certain Asset Purchase Agreement between the parties (the "Assets"), free and
clear of all mortgages, licenses, security interests, pledges, liens, charges,
claims, judgments, options, rights, voting or other restrictions, rights-of-way,
covenants, conditions, easements, encroachments, restrictions, other third-party
rights or title defects or encumbrances of any nature whatsoever, whether legal
or equitable in nature, whether contractual, statutory or common law in origin,
including any interest in property (collectively, the "Interests"), (except
those expressly assumed, pursuant to the asset purchase agreement (the "Asset
Purchase Agreement")), between Debtor and Advanced Aerodynamics & Structure,
Inc. ("Purchaser"), (ii) the Debtor's assumption and



                                                         A TRUE COPY, I CERTIFY
                                      -1-
                                                         /S/ Nedra M. Rogers
                                                         -----------------------
                                                         DEPUTY CLERK

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assignment to Purchaser of certain executory contracts and unexpired leases,
pursuant to the Asset Purchase Agreement, free and clear of all Interests, and
(iii) the assumption by Purchaser of certain liabilities of Debtor pursuant to
the Asset Purchase Agreement; and the Court having entered an order on March 4,
2002 (the "Sale Procedures Order") approving (i) the sale procedures, (ii) the
proposed bidding protections and (iii) the form and manner of notice of the
Auction and the Sale Hearing (as defined below); and as described in the record
of the Sale Hearing, Purchaser will receive and assume the Assets and the
Assumed Liabilities described herein, as having submitted a Qualified Bid,
pursuant to the Sale Procedures Order; and an Auction having been held on March
18, 2002; and Purchaser having been determined by Debtor to have submitted the
highest and best bid at the Auction based upon, among other things, the
representations made by Purchaser at the Auction; and hearing on the Sale Motion
having been held on March 18, 2002 (collectively, the "Sale Hearing Date"); and
all interested parties having been afforded an opportunity to be heard with
respect to the Sale Motion; and the Court having reviewed and considered (i) the
Sale Motion, (ii) any objections thereto, and (iii) the arguments of counsel
made, and the evidence proffered or adduced, at the Sale Hearing; and it
appearing that the relief requested in the Sale Motion is in the best interests
of Debtor, its estate and creditors and other parties in interest; and upon the
record of the Sale Hearing, and after due deliberation thereon; and good cause
appearing therefor, it is hereby

FOUND AND DETERMINED THAT:/1/

     1. The Court has jurisdiction over the Sale Motion pursuant to 28
U.S.C.ss.ss.157

--------------------------------------------------------------------------------

/1/findings of fact shall be construed as conclusions of law and conclusions of
   law shall be contrued as findings of fact where appropriate. Fed. R. Bankr.
   P. 7052.

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and 1334, and this matter is a core proceeding pursuant to 28 U.S.C.ss.157(b)
(2) (A). Venue of this case and the Sale Motion in this district is proper under
28 U.S.C.ss.ss.1408 and 1409.

     2. The statutory predicates for the relief sought in the Sale Motion are
Sections 105(a), 363(b), (f), (m), and (n), 365, and 1146(c) of the Bankruptcy
Code and Federal Rules of Bankruptcy Procedure 2002, 6004, 6006, 9014 and 9019.

     3. (i) Proper, timely, adequate and sufficient notice of the Sale Motion,
the Auction, the Sale Hearing, the Sale, and the assumption and assignment to
Purchaser of the "Assumed Contracts" and the "Assumed Leases" (as each of those
terms is defined in the Asset Purchase Agreement, and which are collectively
defined herein to be the "Assumed Contracts") has been provided in accordance
with 11 U.S.C.ss.ss.102(1), 363 and 365 and Fed. R. Bankr. P. 2002, 6004, 6006,
9014 and 9019 and in compliance with the Sale Procedures Order; (ii) such notice
was good and sufficient, and appropriate under the particular circumstances; and
(iii) no other or further notice of the Sale Motion, the Auction or the Sale
Hearing, or the assumption and assignment of the Assumed Contracts is or shall
be required.

     4. As demonstrated by (i) the testimony and other evidence proffered or
adduced at the Sale Hearing; and (ii) the representations of counsel made on the
record at the Sale Hearing, Debtor has marketed the Assets and conducted the
sale process in compliance with the Sale Procedures Order.


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     5. Debtor (i) has full corporate power and authority to execute the Asset
Purchase Agreement and all other documents contemplated thereby and as otherwise
reasonably required to implement the transaction, and the sale of the Assets by
Debtor has been duly and validly authorized by all necessary corporate action of
Debtor, (ii) has all of the corporate power and authority necessary to
consummate the transactions contemplated by the Asset Purchase Agreement, (iii)
have taken all corporate action necessary to authorize and approve the Asset
Purchase Agreement and the consummation by such Debtor of the transactions
contemplated thereby. No further or other consents or approvals are required for
Debtor to consummate all such transactions.

     6. Approval of the Asset Purchase Agreement and consummation of the Sale at
this time are in the best interests of Debtor, its creditors, its estate and
other parties in interest.

     7. Debtor has demonstrated both (i) good, sufficient and sound business
purpose and justification; and (ii) compelling circumstances for the Sale
pursuant to 11 U.S.C. ss. 363(b) prior to, and outside of, a plan of
reorganization in that, among other things:

     (a)  Under the circumstances, Purchaser is only willing to proceed to
          acquire the Assets if the Sale can be consummated quickly.

     (b)  Debtor diligently and in good faith marketed the Assets to secure the
          highest and best offer therefor by, among other things, mailing the
          Notice of Auction and Sale Hearing, the Sale Motion and a draft of
          this Sale Order to each of the entities that had previously expressed
          an

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          interest in the Debtor's Assets. In addition, beginning on March 18,
          2002 at approximately 2:00 o'clock p.m., Debtor conducted an Auction
          pursuant to the Sale Procedures Order.

     (c)  A sale of the Assets at this time to Purchaser pursuant to 11 U.S.C.
          ss. 363(b) is the only viable alternative to preserve the enterprise
          value of the Assets, and maximize Debtor's estate for the benefit of
          all constituencies. Delaying the Sale of the Assets undoubtedly will
          result in a loss of value of the Assets. Further, any delay of the
          Sale of the Assets may result in Purchaser's termination of the Asset
          Purchase Agreement and result in an alternative outcome that will
          achieve far less value for creditors.

     (d)  The Sale has the support of the Committee of Unsecured Creditors whose
          counsel has been involved in direct negotiations regarding the terms
          of the Auction, the Sales Procedure Order, and the Asset Purchase
          Agreement, in addition to such efforts by the Debtor and its counsel.

     8. A reasonable opportunity to object or be heard with respect to the Sale
Motion and the relief requested therein has been afforded to all interested
persons and entities, including: (i) the United States Trustee for the Western
District of Texas; (ii) counsel to the Committee; (iii) all entities known to
have expressed an interest in a transaction with respect to the Assets since
August 8, 2001; (iv) all entities known to have an Interest in the Assets; (v)
all federal, state, and local regulatory or taxing authorities or

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recording offices which have a known interest in the relief requested by the
Sale Motion; (vi) all parties to the Assumed Contracts; and (vii) the parties
listed on Debtor's Master Service List.

     9. The Sale and the Asset Purchase Agreement, together with the negotiation
concerning the terms of the Sale Procedures Order and the conduct of the Auction
have been negotiated, proposed, implemented and entered into by the Debtor and
Purchaser without collusion, in good faith, and from arm's-length bargaining
positions. Neither Debtor nor Purchaser, nor any other person or entity
affiliated therewith, have engaged in any conduct that would cause or permit the
Asset Purchase Agreement to be avoided under 11 U.S.C. ss. 363(n).

     10. Purchaser is a good faith purchaser under 11 U.S.C.ss.363(m) and, as
such, Purchaser is entitled to all of the protections afforded thereby.
Purchaser will be acting in good faith within the meaning of 11 U.S.C.ss. 363(m)
in closing the transactions contemplated by the Asset Purchase Agreement and at
all times after the entry of this Sale Order.

     11. The consideration provided by Purchaser for the Assets pursuant to the
Asset Purchase Agreement (i) is fair and reasonable, (ii) is the highest and
best offer for the Assets, (iii) will provide a greater recovery for Debtor's
creditors and other interested parties than would be provided by any other
practical available alternative, and (iv) constitutes reasonably equivalent
value and fair consideration under the Bankruptcy Code.

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     12. The Sale must be approved and consummated promptly in order to preserve
the value of the Assets.

     13. The transfer of the Assets to Purchaser will be a legal, valid and
effective transfer of the Assets, and will vest Purchaser with all right, title
and interest of the Debtor to the Assets free and clear of all interests, with
the exception of liens and security interests asserted by Textron Financial
Corporation ("Textron"), as more specifically set forth herein, including any
taxes arising under or out of, in connection with, or in any way relating to the
operation of the Debtor's business prior to the date (the "Closing Date") of the
consummation of the Asset Purchase Agreement (the "Closing").

     14. Purchaser would not have entered into the Asset Purchase Agreement and
would not consummate the transactions contemplated thereby, if the sale of the
Assets to Purchaser were not free and clear of all Interests of any kind or
nature whatsoever and if the assignment of the Assumed Contracts could not be
made under Section 365 of the Bankruptcy Code.

     15. Debtor may sell the Assets free and clear of all Interests of any kind
or nature whatsoever because, in each case, one or more of the standards set
forth in 11 U.S.C. ss. 363(f)(l)-(5) has been satisfied. Those (i) holders of
Interests; and (ii) non-debtor parties to Assumed Contracts who did not object,
or who withdrew their objections, to the Sale or the Sale Motion are deemed to
have consented pursuant to 11 U.S.C. ss. 363(f)(2). Those (i) holders of
Interests and (ii) non-debtor parties to Assumed Contracts who did object are
adequately protected by having their Interests, if any, attach to the proceeds
of

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the Sale ultimately attributable to the property against or in which they claim
or may claim an Interest.

     16. The Sale is a sale in contemplation of a plan and, accordingly, a
transfer pursuant to 11 U.S.C.ss. 1146(c), which shall not be under any law
imposing a stamp tax or similar tax.

     17. Debtor has demonstrated that it is an exercise of their sound business
judgment to assume and assign the Assumed Contracts to Purchaser, and the
assumption and assignment of the Assumed Contracts is in the best interests of
the Debtor, their estates, and their creditors. The Assumed Contracts being
assigned to, and the liabilities being assumed by Purchaser, are an integral
part of the Assets being purchased by Purchaser and, accordingly, such
assumption and assignment of Assumed Contracts and the Assumed Liabilities are
reasonable, enhance the value of the Debtor's estate, and do not constitute
unfair discrimination.

     18. Debtor and Purchaser (i) have provided adequate assurance of
Purchaser's future performance of and under the Assumed Contracts, within the
meaning of 11 U.S.C. ss. 365(b)(l)(C) and 365(f)(2)(B); (ii) will cure, or have
provided adequate assurance of cure, of any default existing prior closing under
any of the Assumed Contracts, within the meaning of 11 U.S.C. ss. 365(b)(l)(A),
and (iii) will provide compensation or adequate assurance of compensation to any
party for any actual pecuniary loss to such party, including any taxing
authority asserting tax liens allegedly arising under any executory contract or
lease resulting from a default prior to the date

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hereof under any of the Assumed Contracts, within the meaning of 11
U.S.C.ss.365(b) (l) (B).

     NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

     1. The Sale Motion is granted, as further described herein.

     2. The terms under which the Auction was conducted and the Sale approved
are and have been in all respects (i) conducted on due and proper notice, (ii)
under procedures that were fair and proper, and (iii) are otherwise approved.

     3. All objections to the Sale Motion or the relief requested therein that
have not been withdrawn, waived, or settled, and all reservations of rights
included therein, hereby are overruled on the merits.

     4. The Asset Purchase Agreement, in the form attached hereto as Exhibit A,
and all of the terms and conditions thereof, is hereby approved.

     5. Pursuant to 11 U.S.C.ss. 363(b), Debtor is authorized and directed to
consummate the Sale, pursuant to and in accordance with the terms and conditions
of the Asset Purchase Agreement.

     6. Debtor is authorized and directed to execute and deliver, and is
empowered to perform under, consummate and implement, the Asset Purchase
Agreement, together with all additional instruments and documents that may be
reasonably necessary or desirable to implement the Asset Purchase Agreement, and
to

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take all further actions as may be requested by Purchaser for the purpose of
assigning, transferring, granting, conveying and conferring to Purchaser or
reducing to possession, the Assets, or as may be necessary or appropriate to the
performance of the obligations as contemplated by the Asset Purchase Agreement.

     7. Except as provided for in the Asset Purchase Agreement or this Sale
Order, pursuant to 11 U.S.C. ss.ss. 105(a) and 363(f), the Assets shall be
transferred to Purchaser, and as of the Closing Date, shall be free and clear of
all Interests of any kind or nature whatsoever (with the exception of liens and
security interests asserted by Textron as more specifically set forth in
Paragraph 10 below), with all such Interests of any kind or nature whatsoever to
attach to the net proceeds of the Sale, with the same validity, force and effect
which they now have as against the Assets, subject to any claims and defenses
Debtor may possess with respect thereto.

     8. Except as provided for in the Asset Purchase Agreement or this Sale
Order, all persons and entities, including, but not limited to, governmental,
tax, and regulatory authorities, lenders, trade and other creditors, holding
Interests of any kind or nature whatsoever against or in Debtor or the Assets
(whether legal or equitable, secured or unsecured, matured or unmatured,
contingent or non-contingent, liquidated or unliquidated, senior or
subordinated), arising under or out of, in connection with, or in any way
relating to, Debtor, the Assets, the operation of the Debtor's business prior to
the Closing Date, or the transfer of the Assets to Purchaser, hereby are forever
barred, estopped, and permanently enjoined from asserting against Purchaser, its
successors or assigns, its property, or the Assets, such persons' or entities'
Interests, with the exception

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of the claims and causes of action asserted by Textron in Adversary Proceeding
No. 01-5156-K pending in this Chapter 11 case (the "Textron Proceeding), with
all such claims and causes of action of Textron (and any defenses of defendants
thereto) being specifically preserved; provided, however, that this paragraph
shall not defeat any right which a party to an Assumed Contract may have under
Section 365 of the Bankruptcy Code.

     9. Except as provided for in this Sale Order, no person or entity,
including, without limitation, any federal, state or local government agency,
department or instrumentality, shall assert against the Purchaser or its
successors-in-interest, any liabilities which in any manner arise from or
otherwise relate to the Assets, the Seller's operations, or any duties,
obligations or other act or omission relating to the conduct of the Seller,
including without limitation, Claims (as defined by 11 U.S.C. ss. 101(5)),
claims for legal costs and attorneys' fees, liabilities for bodily injury,
personal injury and/or property damage (or the loss of use of property, whether
or not such property has been physically damaged or destroyed), that arise or
is/are alleged to arise out of:

     (a)  Anything designed, manufactured, altered, modified, supplied and/or
          sold by Seller; or

     (b)  Any advisory services provided by Seller; or

     (c)  any obligation or duty owing by Seller.

          10. Textron Financial Corporation ("Textron") and Center Point School
District, Kerr County, Kerrville ISD and City of Kerrville (the "Taxing
Authorities") assert


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that they hold first position, valid, enforceable liens and security interests
which are senior perfected liens and security interests to, and in, certain
assets of Mooney Aircraft Corporation. To the extent Textron and/or the Taxing
Authorities, do in fact hold first position, valid enforceable liens and
security interests which are senior perfected liens and security interests, the
sale of the assets to Advanced Aerodynamics & Structures, Inc., or its assignee,
shall not in any way have priority over, terminate, extinguish, impair or
otherwise impact the liens and security interests of Textron and Taxing
Authorities.

     11. The Taxing Authorities assert they are owed certain amounts, as
indicated in the Asset Purchase Agreement (the "Tax Debt"). In connection with
the Sale, the Taxing Authorities have agreed to the following with respect to
the Tax Debt:

     (a) The Tax Debt shall be memorialized in a promissory note (the "Tax
Note") made by Purchaser to the Taxing Authorities providing for repayment as
follows: (i) approximately 26% of the total Tax Debt payable on Closing Date of
the Sale; (ii) payment of quarterly interest at 7% simple interest per annum for
one year on the outstanding balance for one year thereafter; (iii) approximately
26% of the total Tax Debt due on the first anniversary of the Closing Date of
the Sale; and (iv) the balance payable as to remaining principal and interest in
equal quarterly installments thereafter until all taxes are fully paid upon the
42nd month after the Closing Date of the Sale.

     (b) The Taxing Authorities understand and agree that the obligations
arising discussed herein are subject to: (i) this Order having been entered and
becoming final; (ii) the Sale of the Assets to Purchaser having occurred; and
(iii) the delivery by Purchaser of the Tax Note to the Taxing Authorities
together with the initial payment due thereunder

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contemporaneously with the Closing of the Sale. Upon the satisfaction of the
foregoing conditions, the Debtor is and shall be deemed released from any
further liability to the Taxing Authorities with respect to the Assets.

     12. Pursuant to 11 U.S.C. ss.ss. 105(a) and 365, and subject to and
conditioned upon the Closing of the Sale, the Debtor's assumption and assignment
to Purchaser, and Purchaser's assumption on the terms set forth in the Asset
Purchase Agreement, of the Assumed Contracts is hereby approved, and the
requirements of 11 U.S.C. ss.ss. 365(b)(l) and 365(f)(2) with respect thereto
are hereby deemed satisfied.

     13. Debtor is hereby authorized and directed in accordance with 11 U.S.C.
ss.ss. 105(a) and 365 to (a) assume and assign to Purchaser, effective upon the
Closing of the Sale, the Assumed Contracts free and clear of all Interests of
any kind or nature whatsoever (provided, however, that nothing herein shall
defeat any right which a party to an Assumed Contract may have under Section 365
of the Bankruptcy Code), and (b) execute and deliver to Purchaser such documents
or other instruments as may be necessary to assign and transfer the Assumed
Contracts to Purchaser.

     14. The Assumed Contracts shall be transferred to, and remain in full force
and effect for the benefit of Purchaser in accordance with their respective
terms, notwithstanding any provision in any such Assumed Contracts that
prohibits, restricts, or conditions such assignment or transfer and, pursuant to
11 U.S.C. ss. 365(k), the Debtor and its estate shall be relieved from any
liability for any breach of any Assumed Contracts

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after such assignment to and assumption by Purchaser on the Closing Date.

     15. Notwithstanding anything to the contrary in this Sale Order, under
Section 365 of the Bankruptcy Code, Purchaser is assuming all liabilities
arising post-Closing under the Assumed Contracts. In addition, all liquidated
monetary defaults, claims or other obligations of Debtor arising or accruing on
or before the closing date of the transactions set forth in the Asset Purchase
Agreement under the Assumed Contracts and actually known to the non-debtor party
to the Assumed Contract (without giving effect to any acceleration clauses or
any default provisions of the kind specified in section 365(b)(2) of the
Bankruptcy Code) shall be promptly cured as provided in Code section 365(b)(l)
by Purchaser on behalf of the Debtor. Notwithstanding anything to the contrary
in this Sale Order, all rights and remedies of any non-debtor party or Purchaser
under any of the Assumed Contracts (the "Rights and Remedies") are fully
preserved and shall be fully enforceable after the Closing against Purchaser or
the non-debtor party.

     16. The Purchase Price provided by Purchaser for the Assets under the Asset
Purchase Agreement (i) shall be deemed to constitute reasonably equivalent value
and fair consideration under the Bankruptcy Code; and (ii) is fair and
reasonable and the Sale may not be avoided under Section 363(n) of the
Bankruptcy Code.

     17. On the Closing Date of the Sale, each of Debtor's creditors is
authorized and directed to execute such documents and take all other actions as
may be necessary to release its Interests in the Assets, if any, as such
Interests may have been recorded or may otherwise exist.

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     18. This Sale Order shall be effective as a determination that, on the
Closing Date, all Interests of any kind or nature whatsoever existing as to
Debtor or the Assets prior to the Closing have been unconditionally released,
discharged and terminated (other than the Assumed Liabilities), and that the
conveyances described herein have been effected.

     19. If any person or entity, with the exception of Textron, that has filed
financing statements, mortgages, mechanic's liens, lis pendens or other
documents or agreements evidencing Interests in Debtor or the Assets shall not
have delivered to the Debtor prior to the Closing Date, in proper form for
filing and executed by the appropriate parties, termination statements,
instruments of satisfaction, releases of all Interests which the person or
entity has with respect to Debtor or the Assets or otherwise, then Purchaser is
hereby authorized to file, register, or otherwise record a certified copy of
this Sale Order, which, once filed, registered or otherwise recorded, shall
constitute conclusive evidence of the release of all Interests in the Assets of
any kind or nature whatsoever.

     20. All entities who are presently, or on the Closing Date may be, in
possession of some or all of the Assets are hereby directed to surrender
possession of the Assets to Purchaser on the Closing Date.

     21. Except with respect to Textron, with respect to liens and security
interests its asserts and it claims against Purchaser and/or any assignee of
Purchaser with respect to the Textron Proceeding, under no other circumstances
shall any holder of a liability not assumed by the Purchaser be able to
commence, continue or otherwise pursue or enforce

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any remedy, claim or cause of action against Purchaser, the liabilities assumed
under an Assumed Contract by Purchaser pursuant to paragraph 12 of this Sale
Order.

     22. This Court retains jurisdiction to enforce and implement the terms and
provisions of the Asset Purchase Agreement, all amendments thereto, any waivers
and consents thereunder, and of each of the agreements executed in connection
therewith in all respects, including, but not limited to, retaining jurisdiction
to (a) resolve any disputes arising under or related to the Asset Purchase
Agreement, except as otherwise provided therein, (b) interpret, implement, and
enforce the provisions of this Sale Order.

     23. The transactions contemplated by the Asset Purchase Agreement are
undertaken by Purchaser in good faith, as that term is used in 11 U.S.C. ss.
363(m), and accordingly, the reversal or modification on appeal of the
authorization provided herein to consummate the Sale shall not affect the
validity of the Sale to Purchaser, unless such authorization is duly stayed
pending such appeal prior to the Closing. Purchaser is a purchaser in good faith
of the Assets, and Purchaser is entitled to all of the protections afforded by
11 U.S.C. ss. 363(m).

     24. The terms and provisions of the Asset Purchase Agreement and this Sale
Order shall be binding in all respects upon, and shall inure to the benefit of,
the Debtor, their estates, and their creditors, Purchaser, and its respective
affiliates, successors and assigns, and any affected third parties including,
but not limited to, all persons asserting Interests in the Assets to be sold to
Purchaser pursuant to the Asset Purchase Agreement, notwithstanding any
subsequent appointment of any trustee(s) under any chapter of the Code, as to
which trustee(s) such terms and provisions likewise shall be binding.

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     25. The failure specifically to include any particular provisions of the
Asset Purchase Agreement in this Sale Order shall not diminish or impair the
effectiveness of such provision, it being the intent of the Court that the Asset
Purchase Agreement be authorized and approved in its entirety.

     26. The Asset Purchase Agreement and any related agreements, documents or
other instruments may be modified, amended or supplemented by the parties
thereto, in a writing signed by both parties, and in accordance with the terms
thereof, without further order of the Court, provided that any such
modification, amendment or supplement does not have a material adverse effect on
Debtor's estate.

     27. Notwithstanding anything to the contrary herein, Purchaser shall not be
relieved from any Assumed Liabilities as defined in the Asset Purchase
Agreement.

     28. Except as provided in the Asset Purchase Agreement, this Sale Order, or
other order of this Court, after the Closing, Debtor and its estate shall have
no further liabilities or obligations with respect to the Assumed Liabilities
and all holders of such claims are forever barred and estopped from asserting
such claims against Debtor, their successors or assigns, their property or the
Assets.

     29. Following the Closing, Purchaser shall be required to comply with all
applicable law, including but not limited to, local, state and federal rules,
regulations, statutes, and permits pertaining to environmental regulations with
respect to the Assets.

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     30. As provided by Federal Rules of Bankruptcy Procedure 6004(g) and
6006(d), this Sale Order shall not be stayed for 10 days after the entry of the
Sale Order and shall be effective and enforceable immediately upon entry of this
Order.

     31. The provisions of this Sale Order are non-severable and mutually
dependent.

          SIGNED this 18 day of March, 2002.
                      --

                         /s/ Ronald B. King
                         -------------------------------------------------------
                         RONALD B. KING,
                         UNITED STATES BANKRUPTCY JUDGE

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ACCEPTED AS TO FORM AND CONTENT:


PURCHASER'S COUNSEL:


-----------------------------------


SELLER'S COUNSEL:


-----------------------------------


COUNSEL FOR COMMITTEE OF
UNSECURED CREDITORS:


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