DEFINITIONS OF VALUE

AUCTION VALUE APPRAISAL

An opinion of the expected gross dollar amount to be realized at a

professionally conducted and promoted public auction sale as of the date of

the appraisal.

ORDERLY LIQUIDATION VALUE APPRAISAL

An opinion of the expected gross dollar amount to be realized at an

orderly negotiated sale held within a reasonable period of time as of the

date of the appraisal.

FAIR MARKET VALUE APPRAISAL

An opinion of the gross dollar amount to be realized between a willing

buyer and a willing seller, in the open market, assuming that neither party

is under compulsion to buy or sell, both are fully aware of all relevant

facts as of the date of the appraisal.

IN PLACE VALUE APPRAISAL

An opinion of the Fair Market Value which is the gross dollar amount to

be realized between a willing buyer and a willing seller, in the open

market, assuming that neither party is under compulsion to buy or sell,

both are fully aware of all relevant facts, as installed for intended

utilization as of the date of the appraisal.

NEW REPLACEMENT COST VALUE APPRAISAL

An opinion of the amount it would cost, F.0.B. the new manufacturer's

plant, to purchase a new item of like quality and specifications in the

open marketplace.  When such an item is unavailable in the marketplace,

the appraiser should use his or her best judgment in estimating a value

as of the date of the appraisal.

DESKTOP OPINION

A professional opinion of value based on materials or information

supplied to the appraiser and evaluated without the benefit of viewing the

assets.  It is also a tool to determine the need for an appraisal or the

scope of an appraisal.  Desktop opinions should clearly be marked as a