TERMINATION AGREEMENT
---------------------
THIS TERMINATION AGREEMENT (this "Agreement") is made February 26,
1998, by and between Selas Corporation of America, a Pennsylvania corporation
("Selas"), and NII, Incorporated, a California corporation ("NII").
WHEREAS, Selas, NII and certain other parties previously entered into
the Agreement and Plan of Acquisition, dated as of September 25, 1997 (the
"Acquisition Agreement"), and Selas and NII now desire to terminate the
Acquisition Agreement upon the terms set forth below.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Acquisition Agreement is hereby terminated by mutual consent
of Selas and NII in accordance with Section 7.1(b) of the Acquisition
Agreement.
2. This Agreement may be executed by Selas and NII in separate
counterparts, each of which when so executed and delivered shall be an
original, but both of which shall together constitute one and the same
agreement.
IN WITNESS WHEREOF, Selas and NII have caused this Agreement to be
executed by their duly authorized officers, as of the date first above
written.
SELAS CORPORATION OF AMERICA
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President and Treasurer
NII, INCORPORATED
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: President and Chief
Executive Officer
