Promissory Note Foreclosure Agreement dated March 17, 2004



 Exhibit 10.21 
  
 AMPEX CORPORATION 
 1228 Douglas Avenue 
 Redwood City, California 94063 
  
 As of March 17, 2004 
  
 First Jeffson Corporation 
 135 East 57th Street, 32nd
Floor 
 New York, New York 10022 
 Attention: Mr. Edward J.
Bramson 
  
 Re:    Promissory Notes dated
August 6, 1999 and November 15, 2000 
  
 Dear Mr. Bramson: 
  
 On March 11, 2004, Ampex Corporation (the “Company”) advised First
Jeffson Corporation, formerly known as Sherborne Investments Corporation (“FJC”), that it had defaulted in the payment of accrued interest in the aggregate amount of $205,963.41 on the referenced notes. That default has continued for a
period in excess of three days from the date we delivered such notice. Accordingly, an Event of Default has occurred under the notes. 
  
 Our Board of Directors has authorized us to declare all of the unpaid balance of the notes immediately due and payable, and to enforce our rights under
the notes and under the Pledge Agreements referred to therein. Pursuant to the Pledge Agreements, certain shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Stock”) were pledged as collateral to
secure FJC’s payment of the notes. As of the date hereof, the Company is holding 85,000 shares (as adjusted) of Class A Stock as collateral for such payment (the “Pledged Shares”). Under the Pledge Agreements, upon an Event of
Default, the Company has the right to acquire the Pledged Shares and to have them registered in the Company’s name, whereupon all rights to vote and receive dividends and distributions with respect to the Pledged Shares shall vest in the
Company. 
  
 In addition, you have advised us that FJC is the
record holder of 500 additional shares of Class A Stock (the “500 Shares”) which, together with the Pledged Shares and $12,600.00 in cash (the “Cash Payment”), represent substantially all of the assets of FJC. FJC has proposed to
transfer the 500 Shares and the Cash Payment to the 







 First Jeffson Corporation 
 As of March 17, 2004 
  
 Company in connection with the Company’s foreclosure on the notes, and the Company has agreed to accept the 500 Shares and the Cash Payment, together with the Pledged Shares, in settlement of the full amount of unpaid principal and
interest due on the notes. 
  
 The Pledged Shares and the 500
Shares were determined by our Board of Directors to have a fair market value of $1.80 per share, based on the last closing price per share of Class A Stock quoted on the OTC Bulletin Board immediately preceding the Board’s determination.

  
 Please acknowledge your consent to all of the foregoing by
signing a copy of this letter in the space provided below and returning it to us, together with the 500 Shares, an executed stock power transferring such shares to the Company, and the Cash Payment. Upon receipt of a fully-executed copy of this
letter agreement, the 500 Shares and related stock power, and the Cash Payment, the Company will instruct the transfer agent to register the Pledged Shares and the 500 Shares in the Company’s name, and will return the cancelled notes to you.

  

			
	Very truly yours,
	
	 AMPEX CORPORATION

		
	 By
	 	/s/    Joel D. Talcott        
	 	 	

	 	 	 Joel D. Talcott

	 	 	 Vice President and Secretary



  
 Acknowledged and agreed to

 as of the date hereof: 
  

			
	 FIRST JEFFSON CORPORATION

		
	 By
	 	/s/    Edward J. Bramson      
	 	 	

	 	 	 Edward J. Bramson

	 	 	 President

	 	 	 
	 	 	/s/    Edward J. Bramson        
	 	 	

	 	 	 Edward J. Bramson


  
  
  
  
  
  

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