<PAGE>


                              CONVERSION AGREEMENT

          CONVERSION AGREEMENT, dated as of December 19, 2003 (this
"Agreement"), by and among ATX Communications, Inc., a Delaware corporation (the
"Company"), and Leucadia National Corporation or one of its affiliates
("LEUCADIA").

                                 R E C I T A L S

          WHEREAS, LEUCADIA has acquired from the original lenders party to that
certain Credit Agreement dated as of September 28, 2000, as amended and restated
as of April 11, 2001, and amended by the First Amendment dated as of October 31,
2001, the Second Amendment dated as of December 14, 2001, the Third Amendment
dated as of March 29, 2002 and the Fourth Amendment dated as of March 31, 2003
(as further amended, restated or otherwise supplemented from time to time, the
"Credit Agreement") all of the entire principal amount then outstanding under
the Credit Agreement together with any and all accrued interest, costs,
expenses, penalties, fees thereon or related thereto and any and all obligations
arising thereunder, including, but not limited to, any and all liquidated,
liquidating or unliquidated claims in connection therewith (the "Senior
Indebtedness") pursuant to that certain Purchase Agreement dated as of
December 19, 2003, by and among CoreComm Communications, Inc., LEUCADIA and JP
Morgan Chase Bank, America Online, Inc., Goldman Sachs Credit Partners L.P. and
Morgan Stanley Senior Funding Inc. as the original lenders thereunder (the
"Indebtedness Acquisition Agreement"); and

          WHEREAS, the Company and LEUCADIA have amended the Credit Agreement in
substantially the form attached as Annex A hereto; and

          WHEREAS, LEUCADIA has agreed to convert the Senior Indebtedness upon
the satisfaction of certain conditions set forth herein into 100% of the
preferred stock and the common stock of the reorganized company ("Newco"),
subject to future dilution by incentive warrants to be granted to members of
senior management; and

          WHEREAS, the Company and LEUCADIA desire to enter into this Agreement
to set forth certain matters relating to such conversion.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:

                                   ARTICLE I.

                                   CONVERSION

          Section 1.1. Conversion of Notes into Shares. Upon the terms and
conditions set forth herein, and in consideration of and in express reliance
upon such terms and conditions and the representations, warranties and covenants
of this Agreement, the Senior Indebtedness shall, upon the satisfaction of the
conditions set forth in Exhibit A hereto (the "Conversion Criteria"), including
confirmation and consummation of a joint plan of reorganization for the Loan
Parties that is mutually acceptable to the Loan Parties and LEUCADIA and
contains the terms set forth in Exhibit B (the "Joint Plan"), be converted into
100% of 10% Preferred Stock (the "Preferred

<PAGE>

Stock") of Newco and 100% of the common stock (the "Common Stock") of Newco
(collectively, the "Shares"). The Preferred Stock will have a liquidation
preference of $25,000,000, will accrue accumulated dividends at the rate of 10%
per annum, and will contain other standard provisions for simple non-convertible
non-participating preferred stock with only a "one-times" liquidation
preference. Any dividends not paid in cash shall accumulate. Upon the
Conversion, Newco shall deliver certificates representing 100% of the Preferred
Stock and the Common Stock to LEUCADIA and all of the Company's existing equity
interests shall be terminated. As a consequence of the Conversion, the Senior
Indebtedness shall be cancelled and LEUCADIA shall have no further rights as a
creditor based on the Senior Indebtedness, and the Company and any other
obligors under the Credit Agreement shall have no further obligations, with
respect to the Senior Indebtedness. Notwithstanding anything contained herein to
the contrary, LEUCADIA and the Company reserve the right to consummate the
Conversion outside of bankruptcy in the event LEUCADIA reasonably deems it
appropriate to do so.

          Section 1.2. Effective Date and Termination Date. The Conversion shall
be effective upon satisfaction of the Conversion Criteria and the satisfaction
or waiver by the parties hereto of the conditions set forth in Article IV (such
date is referred to herein as the "Effective Date"). This Agreement shall
terminate on the earlier of the following dates (the "Termination Date"), unless
LEUCADIA consents to an extension of this Agreement in writing: (a) when any of
the Loan Parties breach any of the material representations, warranties or
covenants in this Agreement or a Default or Event of Default under the Credit
Agreement, other than an "Disclosed Acknowledged Default" (as defined in the
Fifth Amendment), occurs and LEUCADIA gives the Company notice of that event
within thirty (30) days of learning of such event, or (b) June 30, 2004.

                                  ARTICLE II.

                         REPRESENTATIONS AND WARRANTIES

          Section 2.1. Representations and Warranties of the Company. The
Company hereby represents and warrants to LEUCADIA, as of the date hereof, as
follows:

          (a) Financial Information. Except as otherwise disclosed to LEUCADIA
prior to the date hereof, the financial information that the Company has
provided to LEUCADIA, including without limitation the Company's audited
financial statements for the calendar year ending December 31, 2002, the
Company's 2002 Annual Report on Form 10-K, and each of the Company's 2003
Quarterly Reports on Form 10-Q filed to date, are free from any material
inaccuracies or omissions.

          (b) Organization, Good Standing and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite power to own, lease and
operate its properties and assets and to conduct its business as it is now being
conducted. The Company is duly qualified as a foreign corporation to do business
and is in good standing in every jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary
except for any jurisdictions (alone or in the aggregate) in which the failure to
be so qualified will not have a Material Adverse Effect. For the purposes of
this Agreement, "Material Adverse Effect" means


                                       2
<PAGE>

any condition, circumstance, or situation that would prohibit or hinder the
Company from executing this Agreement and/or performing any of its obligations
hereunder or thereunder in any material respect.

          (c) Authorization; Enforcement. Subject to all applicable regulatory
consents, the Company has the requisite power and authority to enter into and
perform this Agreement and to consummate the Conversion. The execution, delivery
and performance of this Agreement by the Company have been duly and validly
authorized by all necessary corporate action, and no further consent or
authorization is required for the Company to effect the transactions
contemplated hereby. When executed and delivered by the Company, this Agreement
shall constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditor's rights and remedies or by
other equitable principles of general application.

          (d) Issuance of Shares. The Shares have been duly authorized by all
necessary corporate action and, when issued in accordance with the terms hereof
upon the Conversion, the Shares shall be validly issued and outstanding, fully
paid and non-assessable.

          (e) No Conflicts. Subject to all applicable regulatory consents, the
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby does not and
will not (i) violate any provision of the Company's Certificate of Incorporation
or Bylaws, each as amended to date, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Company is a
party or by which any of the Company's properties or assets are bound, or (iii)
result in a violation of any federal, state, local or foreign statute, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or by which any property or
asset of the Company is bound or affected, except for such conflicts, defaults,
terminations, amendments, acceleration, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect, other
than violations pursuant to clauses (i) or (iii) (with respect to federal and
state securities laws) above. The Company is not required under federal, state,
foreign or local law, rule or regulation to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations
under this Agreement or consummate the Conversion in accordance with the terms
hereof (other than any filings, consents and approvals which may be required to
be made by the Company under applicable state and federal securities laws, rules
or regulations, or the rules of the Nasdaq Over-the-Counter Bulletin Board (or
any other exchange on which the Shares may be quoted or listed for trading),
prior to or subsequent to the Effective Date).

          Section 2.2. Representations and Warranties of LEUCADIA. LEUCADIA
hereby represents and warrants to the Company, as of the date hereof and as of
the Effective Date, as follows:



                                       3
<PAGE>

          (a) Organization and Standing of LEUCADIA. LEUCADIA is a corporation
duly incorporated, existing and in good standing under the laws of the
jurisdiction of its incorporation.

          (b) Authorization and Power. Subject to all applicable regulatory
consents, LEUCADIA has the requisite power and authority to enter into and
perform this Agreement and to consummate the Conversion, including the authority
to vote or direct voting of claims relating to the Senior Indebtedness. The
execution, delivery and performance of this Agreement by LEUCADIA and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate (or other organizational) action, and no
further consent or authorization is required for LEUCADIA to effect the
transactions contemplated hereby. When executed and delivered by LEUCADIA, this
Agreement shall constitute valid and binding obligations of LEUCADIA enforceable
against LEUCADIA in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditor's rights and remedies or by
other equitable principles of general application.

          (c) No Conflict. Subject to all applicable regulatory consents, the
execution, delivery and performance of this Agreement by LEUCADIA and the
consummation by LEUCADIA of the transactions contemplated hereby does not and
will not (i) violate any provision of LEUCADIA's charter or organizational
documents, (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, mortgage, deed of trust, indenture, note, bond, license, lease
agreement, instrument or obligation to which LEUCADIA is a party or by which
LEUCADIA's properties or assets are bound, or (iii) result in a violation of any
federal, state, local or foreign statute, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations) applicable
to LEUCADIA or by which any property or asset of LEUCADIA is bound or affected,
except, in all cases, other than violations pursuant to clauses (i) or (iii)
(with respect to federal and state securities laws) above, except, for such
conflicts, defaults, terminations, amendments, acceleration, cancellations and
violations as would not, individually or in the aggregate, materially and
adversely affect LEUCADIA's ability to perform its obligations hereunder.

          (d) Acquisition for Investment. LEUCADIA is acquiring the Shares
solely for its own account for the purpose of investment and not with a view to
or for sale in connection with any distribution and LEUCADIA does not have a
present intention to sell any of the Shares, nor a present arrangement (whether
or not legally binding) or intention to effect any distribution of any of the
Shares, to or through any person or entity, except that LEUCADIA intends to
transfer approximately 5% of the common stock it receives to Joseph Nacchio.

          (e) Assessment of Risks. LEUCADIA acknowledges that it (i) has such
knowledge and experience in financial and business matters that LEUCADIA is
capable of evaluating the merits and risks of LEUCADIA's investment in the
Company (by virtue of its acquisition of Shares hereunder), (ii) is able to bear
the financial risks associated with an investment in the Shares and (iii) has
been given full access to such records of the Company and to the officers of the
Company as it has deemed necessary or appropriate to conduct its due diligence
investigation with respect to the Shares. LEUCADIA is, however, relying on the
express representations and


                                       4
<PAGE>

warranties of the Company and the other Loan Parties in this Agreement and the
Indebtedness Acquisition Agreement and Fifth Amendment, each of which is being
executed contemporaneously with this Agreement and nothing contained in any of
such agreements shall be deemed to be a waiver of the right to so rely.

          (f) No General Solicitation. LEUCADIA acknowledges that the Shares
were not offered to LEUCADIA by means of any form of general or public
solicitation or general advertising, or publicly disseminated advertisements or
sales literature, including (i) any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio or (ii) any seminar or meeting to which
LEUCADIA was invited by any of the foregoing means of communications.

          (g) Accredited Investor. LEUCADIA is an "accredited investor" (as
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended).

          (h) Certain Fees. LEUCADIA has not employed any broker or finder or
incurred any liability for any brokerage, investment banking, commission,
finders', structuring or financial advisory fees or other similar fees in
connection with this Agreement or the transactions contemplated hereby.

                                  ARTICLE III.

                        COVENANTS OF THE PARTIES; WAIVERS

          Section 3.1. Covenants. Until and unless this Agreement is terminated,
the parties hereto hereby covenant with each other as follows, which covenants,
as applicable, are for the benefit of such parties and their respective
permitted assigns:

          (a) Further Assurances. From and after the date hereof, upon the
request of LEUCADIA or the Company, the Company and LEUCADIA shall execute and
deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.

          (b) Commercially Reasonable Efforts. Except as otherwise set forth in
Section 3.1(c), each party hereto will use commercially reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable, consistent with applicable law, to
consummate and make effective in the most expeditious manner practicable the
transactions contemplated hereby, including without limitation, making all
required regulatory and other filings required by applicable law as promptly as
practicable after the date hereof.

          (c) Reasonable Best Efforts. Each party hereto will use its reasonable
best efforts to take, or cause to be taken, all action, and to do, or cause to
be done, all things necessary, proper or advisable, consistent with applicable
law, to settle, satisfy or agree upon, as applicable, each of the matters set
forth on Exhibit A hereto; provided, however, that LEUCADIA shall not be
required by this provision to consent to or allow the Loan Parties to make
settlement payments or settlement agreements with respect to any third party
claims, and LEUCADIA reserves the right


                                       5
<PAGE>

in its sole and absolute discretion to consent or not consent to the proposed
terms of any settlement or resolution of any such matter.

          Section 3.2. Delivery of Conversion Notice. The Company shall,
promptly following the satisfaction of the Conversion Criteria, give written
notice thereof, of the Conversion and the proposed effective date of the Joint
Plan, to LEUCADIA.

          Section 3.3. Waivers. LEUCADIA hereby agrees that its acceptance of
the Shares to be issued to it pursuant to this Agreement shall constitute full
satisfaction by the Company of its obligation to deliver shares of Common Stock
and Preferred Stock to LEUCADIA hereunder.

          Section 3.4. Bankruptcy. Subject to the terms hereof, the parties
intend to implement the terms of this Agreement through the filing of voluntary
chapter 11 petitions for relief by each of the Loan Parties and the submission
of the Joint Plan which shall contain the terms and provisions set forth in
Exhibit B hereto.

          (a) Pursuant to the Fifth Amendment, dated December 19, 2003, to the
Credit Agreement, dated as of September 28, 2000 (as amended and as may be
further amended, the "Credit Agreement"), the Loan Parties shall file their
chapter 11 petitions, the pleadings required to obtain bankruptcy court approval
of the use of cash collateral and the debtor in possession financing, the Joint
Plan and the Disclosure Statement (as defined in section 3.4(b)) on or before
February 2, 2004.

          (b) Although LEUCADIA commits to support the Joint Plan and it is
LEUCADIA's intention to vote in favor of the Joint Plan, this Agreement is not
and shall not be deemed to be a solicitation for consent to the Joint Plan. The
acceptance of LEUCADIA will not be solicited until LEUCADIA have received the
disclosure statement relating to the Joint Plan (the "Disclosure Statement") and
the related ballots in forms approved by the Bankruptcy Court.

          (c) LEUCADIA and the Loan Parties Commit that until the first to occur
of the Effective Date or the Termination Date, they shall:

                  (i) Use their best efforts to cause the Bankruptcy Court to
confirm the Joint Plan and to fulfill all conditions to the effective date of
the Joint Plan promptly;

                  (ii) not pursue, propose, support, vote to accept or
encourage the pursuit, proposal or support of, any chapter 11 plan, or other
restructuring or reorganization for the Company, directly or indirectly, in any
jurisdiction, that is not consistent with Exhibit B hereto and the Joint Plan;

                   (iii) not, nor encourage any other person or entity, to
interfere with, delay, impede, appeal or take any other negative action,
directly or indirectly, in any respect regarding acceptance or implementation of
the Joint Plan; and

                   (iv) not commence any proceeding, or prosecute any objection
to oppose or object to the Joint Plan or to the Disclosure Statement, and not to
take any action that would delay approval or confirmation, as applicable, of the
Disclosure Statement and the Joint Plan;


                                       6
<PAGE>

provided, however, that LEUCADIA may object to the Disclosure Statement solely
on the basis that it does not contain adequate information as required by
section 1125 of title 11 of the United States Code.

          (d) LEUCADIA acknowledges and agrees that, upon consummation of the
Joint Plan and subject to the terms of the Joint Plan, the distributions to and
treatment of LEUCADIA under the Joint Plan shall be in satisfaction of any and
all rights that it may have in respect of its claim and/or interest against the
Company, other than any claims arising under the debtor in possession financing
to be provided by LEUCADIA during the chapter 11 cases, and the Loan Parties
shall be released and discharged from any and all further obligations in respect
of such claims and/or interests. LEUCADIA shall provide senior secured exit
financing in an amount equal to $5,000,000, or such greater amount as the
parties mutually agree, on mutually acceptable and commercially reasonable
terms.

                                  ARTICLE IV.

                                   CONDITIONS

          Section 4.1. Conditions Precedent to the Obligation of the Company.
The obligation hereunder of the Company to effect the Conversion is subject to
the satisfaction or waiver, on or before the Effective Date, of the conditions
set forth below:

          (a) Accuracy of LEUCADIA's Representations and Warranties. Each of the
representations and warranties of LEUCADIA in this Agreement shall be true and
correct in all material respects as of the date when made and as of the
Effective Date as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true
and correct in all material respects as of such date.

          (b) Performance by LEUCADIA. LEUCADIA shall have performed, satisfied
and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied
with by LEUCADIA on or prior to the Effective Date.

          (c) No Injunction, Statute or Rule. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.

          (d) Confirmation of Plan. The Joint Plan shall have been confirmed by
final order of the bankruptcy court and all conditions to the effectiveness of
the Joint Plan shall have been satisfied or waived.

          (e) Regulatory Approvals. All applicable federal and/or state
regulatory approvals necessary to effectuate the transaction have been obtained.

Notwithstanding satisfaction of the foregoing conditions, the obligations of the
Company are expressly subject to the exercise by the Company and its officers
and directors of their respective


                                       7
<PAGE>

fiduciary duties. The conditions set forth in this Section 4.1 are for the
Company's sole benefit and may be waived only by the Company at any time in its
sole discretion.

          Section 4.2. Conditions Precedent to the Obligation of LEUCADIA. The
obligation hereunder of LEUCADIA to effect the Conversion is subject to the
satisfaction or waiver, at or before the Effective Date, of each of the
conditions set forth below:

          (a) Conversion Criteria. Each of the Conversion Criteria shall have
been performed, satisfied or complied with by the applicable parties at or prior
to the Effective Date.

          (b) Accuracy of the Company's Representations and Warranties. Each of
the representations and warranties of the Company in this Agreement shall be
true and correct in all material respects as of the Effective Date, except for
representations and warranties that speak as of a particular date, which shall
be true and correct in all material respects as of such date.

          (c) Performance by the Company. The Company shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Effective Date.

          (d) Confirmation of Plan. The Joint Plan shall have been confirmed by
final order of the bankruptcy court and all conditions to the effectiveness of
the Joint Plan shall have been satisfied or waived prior to the Termination
Date.

          (e) No Injunction, Statute or Rule. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.

          (f) Regulatory Approvals. All applicable federal and/or state
regulatory approvals necessary to effectuate the transaction have been obtained.

The conditions set forth in this Section 4.2 are for LEUCADIA's sole benefit and
may be waived only by LEUCADIA at any time in its sole discretion.

                                   ARTICLE V.

                                  MISCELLANEOUS

          Section 5.1. Fees and Expenses. Each party hereto shall pay the fees
and expenses of its advisors, counsel, accountants and other experts, if any,
and all other expenses, incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. LEUCADIA
may, however, recover its fees and expenses, including reasonable attorneys'
fees, in connection with the documentation and implementation of its debtor in
possession financing for the Loan Parties.

          Section 5.2. Entire Agreement; Amendment. This Agreement, the
Indebtedness Acquisition Agreement, the Credit Agreement, together with all
amendments to the Credit


                                       8
<PAGE>

Agreement, the debtor in possession loan documents, and the court orders
approving the debtor in possession loan and the Loan Parties' use of cash
collateral (collectively, the "Transaction Documents") contain the entire
understanding and agreement (written or oral) of the parties hereto with respect
to the subject matter hereof and, except as specifically set forth in the
Transaction Documents, neither the Company nor LEUCADIA makes any
representation, warranty, covenant or undertaking with respect to such matters,
and they supersede all prior understandings and agreements with respect to said
subject matter, all of which are merged herein. No provision of this Agreement
may be waived or amended other than by a written instrument signed by each party
hereto. Any amendment or waiver effected in accordance with this Section 5.2
shall be binding upon each such party and its permitted assigns.

          Section 5.3. Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

If to the Company:                  ATX Communications, Inc.
                                    50 Monument Road
                                    Bala Cynwyd, Pennsylvania 19004(1)
                                    Attention: President and Chief Executive
                                               Officer

                                    Tel. No.: (610) 668-3000
                                    Fax No.:  (610) 668-6336

with copies (which copies
shall not constitute notice
to the Company) to:                 ATX Communications, Inc.
                                    50 Monument Road
                                    Bala Cynwyd, Pennsylvania 19004
                                    Attention: General Counsel

                                    Tel. No.: (610) 668-3000
                                    Fax No.:  (610) 668-6336


                                    Willkie Farr & Gallagher LLP
                                    787 Seventh Avenue
                                    New York, New York  10019
                                    Attention: Paul V. Shalhoub, Esq.

                                    Tel No.: (212) 728-8000
                                    Fax No.: (212) 728-8111



---------------
(1)  Revise for new HQ address when appropriate.

                                       9
<PAGE>




If to LEUCADIA:                     At the address of LEUCADIA set forth in
                                    the Credit Agreement.

with copies (which copies
shall not constitute notice
to the Company) to:                 Stutman, Treister & Glatt, P.C.
                                    1901 Avenue of the Stars, suite 1200
                                    Los Angeles, CA 90067
                                    Attention: Jeffrey C. Krause, Esq.

                                    Tel No.: (310) 228-5600
                                    Fax No.: (310) 228-5788



Any party hereto may from time to time change its address for notices by giving
written notice of such changed address to the other party hereto.

          Section 5.4. Waivers. No waiver by either party of any default or
event of default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter.

          Section 5.5. Headings. The article, section and subsection headings in
this Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.

          Section 5.6. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
Neither party hereto may assign its rights or obligations under this Agreement
(by operation of law or otherwise) without the prior written consent of each
other party hereto, and any attempted assignment without such consent shall be
void ab initio.

          Section 5.7. No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person or entity.

          Section 5.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the choice of law provisions thereof. This Agreement shall not
be interpreted or construed with any presumption against the party causing this
Agreement to be drafted.

                                       10
<PAGE>

          Section 5.9. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and shall become effective when counterparts have been signed by
each party and delivered to the other parties hereto, it being understood that
all parties need not sign the same counterpart. This Agreement may be delivered
by facsimile transmission of the signature pages hereof.

          Section 5.10. Severability. The provisions of this Agreement are
severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement and this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of such provision, had
never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.



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