oxford8k071607ex10-8.htm


    
      

      

      EXHIBIT
        10.8



     

    


    


    
      


      

        
          	
                   

                   

                  SETTLEMENT
                    AND AMENDMENT

                  AGREEMENT

                   

                   

                


        

      

    

     

     

    
      


      OXFORD
        MEDIA, INC.

      and

      OXFORDSVI,
        INC.

      


      and

      


      SVI
        HEALTHCARE, INC.

      and

      MARSHA
        S. AND JAY M. GLAZER

      and

      THE
        MARITAL TRUST UNDER THE RICHARD L. OWENS

      TRUST
        DATED NOVEMBER 24, 1992

      and

      ANDREW
        RUBENSTEIN

      


      


      _____________,
        2007

    

     

     

    
      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        SETTLEMENT
          AND AMENDMENT AGREEMENT 

        
          

        

        
          

        

        
          I

          


          PARTIES

          


          THIS
            SETTLEMENT AND AMENDMENT AGREEMENT (the “Agreement”) is entered into as
            of the day of ____________, 2007 (the “Effective Date”), by and between OXFORD
            MEDIA, INC., a Nevada corporation (“OXMI”); and, OXFORDSVI, INC. (formerly known
            as SVI HOTEL CORPORATION), an Illinois corporation (“OxfordSVI”);
and, SVI HEALTHCARE, INC. (formerly known as SVI
            SYSTEMS, INC.), an Illinois corporation (“Healthcare”); MARSHA S. and JAY M.
            GLAZER (collectively “Glazer”); THE MARITAL TRUST UNDER THE RICHARD L. OWENS
            TRUST DATED NOVEMBER 24, 1992 (“Owens Trust”); and ANDREW RUBENSTEIN
            (“Rubenstein”). Glazer, Owens Trust, and Rubenstein are sometimes collectively
            referred to herein as the “SVI Sellers”, and each individually as an “SVI
            Seller”. The SVI Sellers and Healthcare are sometimes collectively referred
            to
            herein as the “SVI Parties”, and each individually as an “SVI Party”. OXMI and
            OxfordSVI are sometimes collectively referred to herein as the “Oxford Parties”,
            and each individually as an “Oxford Party”. The Oxford Parties and the SVI
            Parties are sometimes referred to collectively herein as the “Parties”, and each
            individually as a “Party”.

          


          II

          


          RECITALS

          


          A.      
                 OXMI and Healthcare previously entered into that
            certain Stock Purchase Agreement dated July 19, 2006 (the “Stock Purchase
            Agreement”), under which OXMI acquired all of the issued and outstanding shares
            of stock of OxfordSVI.

          


          B.        
               In connection with the Stock Purchase Agreement, OXMI issued a
            series of promissory notes in favor of the SVI Sellers, collectively
            represented
            by six (6) promissory notes in the total original principal balance of
            $2,450,000 (collectively, the “SVI Notes”).

          


          C.         
              Pursuant to and in satisfaction of a condition of the Stock Purchase
            Agreement, OxfordSVI and Healthcare entered into that certain Services
            and
            Support Agreement dated July 20, 2006 (the “Services Agreement”).

          


          D.          
             Pursuant to and in satisfaction of a condition of the Stock Purchase
            Agreement, OxfordSVI and Healthcare entered into that certain Sublease
            Agreement
            dated July 20, 2006 (the “Sublease”).

          


          E.           
            Pursuant to and in satisfaction of a condition of the Stock Purchase
            Agreement,
            the SVI Sellers were granted warrants to acquire a total of one million
            (1,000,000) shares of OXMI common stock (collectively, the
“Warrants”).

          


          


          F.           
            All capitalized terms used herein and not otherwise defined shall have
            the
            meanings assigned to such terms in the Stock Purchase Agreement, the
            Services
            Agreement, and the Sublease, as applicable.

          



          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          


          G.    
                   The Oxford Parties believe that OXMI
            is entitled to certain offsets under the Stock Purchase Agreement and
            that OXMI
            does not owe any monies under any of the SVI Notes. The SVI Parties believe
            that
            no such offsets are available and that monies are currently due and owing
            under
            the SVI Notes.

          


          H.      
                 The Oxford Parties believe that OxfordSVI is
            entitled to certain offsets under the Services Agreement and the Sublease.
            The
            SVI Parties believe that no such offsets are available under the Services
            Agreement or the Sublease.

          


          I.        
                This Agreement is to specifically encompass all of the
            claims and related factual and legal circumstances noted above (collectively
            referred to as the “Disputes”), as well as to reflect certain aspects of the
            Parties’ relationship relating to a pending recapitalization of the Oxford
            Parties.

          


          J.        
                All Parties are desirous of settling the Disputes and
            releasing each other from all liability related to the Disputes provided
            the
            terms and conditions outlined below are satisfied.

          


          K.     
                  NOW, THEREFORE, in
            consideration of the promises and the mutual covenants contained herein,
            and for
            other good and valuable consideration, the receipt and sufficiency of
            which are
            hereby acknowledged, the Parties, intending to be legally bound, hereby
            agree as
            follows:

          


          III

          


          RELEASE

          


          3.1           Mutual
            Release. In consideration of the execution of this Agreement, the
            satisfaction of the terms and conditions of this Agreement, and other
            good and
            valuable consideration, the receipt and value of which is hereby confirmed,
            effective as of the Effective Date, the Oxford Parties, and each of them,
            hereby
            fully, finally, and forever settle and release the SVI Parties and their
            respective directors, officers, shareholders, affiliates, attorneys,
            agents,
            successors and assigns, and the SVI Parties, and each of them, hereby
            fully,
            finally, and forever settle and release the Oxford Parties and their
            respective
            directors, officers, shareholders, affiliates, attorneys, agents, successors
            and
            assigns, from any and all claims, losses, fines, penalties, damages,
            demands,
            judgments, debts, obligations, interests, liabilities, causes of action,
            breaches of duty, costs, expenses, judgments and injunctions of any nature
            whatsoever, whether known or unknown, from all relationships between
            the
            Parties, specifically including, but not limited to, the Disputes as
            of the
            Effective Date and specifically including, but not limited to, any claims
            or
            defenses arising out of the Stock Purchase Agreement as of the Effective
            Date
            (cumulatively referred to as the “Released Claims”). The Released Claims shall
            expressly not include any matters arising out of facts and circumstances
            arising
            or accruing after the Effective Date, and shall not include any matters
            arising
            out of this Agreement.

          


          3.2           Oxford
            Hold Harmless. Each of the Oxford Parties, for himself, herself,
            itself, their heirs, executors, administrators, successors, and assigns,
            hereby
            agrees to indemnify and hold harmless each of the SVI Parties, and their
            respective directors, officers, shareholders, affiliates, attorneys,
            agents,
            successors and assigns, from and against any and all claims of every
            nature and
            kind whatsoever relating to or arising out of the business of OxfordSVI,
            including any claims which any third party might have or might conceivably
            assert against any of the SVI Parties as result of the Stock Purchase
            Agreement
            or the conduct of the business of OxfordSVI and its predecessor SVI Hotel
            Corporation prior to the Effective Date (whether prior to or after the
            Closing
            under the Stock Purchase Agreement).

          



          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          


          3.3           After
            Acquired Information. The Parties acknowledge that they may
            hereafter discover information, facts, or circumstances different from
            or in
            addition to those which they now know or believe to be true. This Agreement
            shall remain in full force and effect in all respects notwithstanding
            such
            discovery, and the Parties expressly accept and assume the risk of such
            possible
            additions to or differences from those facts now known or believed to
            be
            true.

          


          3.4           Assignment
            of Released Claims. The Parties hereby covenant that none of the
            Released Claims has been assigned to any other person, and that no other
            person
            has any interest in any of the Released Claims. In the event any other
            person
            asserts any interest with respect to the Released Claims, then the Party
            breaching this covenant shall indemnify the Party against whom such claim
            is
            asserted for any and all damages, costs, and fees.

          


          3.5           No
            Admission of Liability. Notwithstanding the terms and conditions of
            this Agreement, execution hereof shall in no manner or form constitute
            the
            admission of liability or responsibility of either Party in respect to
            the
            Disputes.

          


          3.6           Independent
            Legal Counsel. The Parties to this Agreement warrant, represent,
            and agree that in executing this Agreement, they do so with full knowledge
            of
            the rights each may have with respect to the other Parties, and that
            each has
            received, or has had the opportunity to receive, independent legal advice
            as to
            these rights. Each of the Parties has executed this Agreement with full
            knowledge of these rights, and under no fraud, duress, or undue
            influence.

          


          IV

          


          TREATMENT
            OF SVI NOTES, WARRANTS, AND RELATED RIGHTS

          


          4.1           Exchange
            Agreement. Concurrent with the execution of this Agreement, the SVI
            Sellers shall execute that certain Securities Exchange Agreement, attached
            hereto as Exhibit 4.1 and incorporated herein by reference (the “Exchange
            Agreement”).

          


           4.1.1.        Application.
            The SVI Sellers hereby agree to be bound by all applicable terms and
            conditions
            of the Exchange Agreement.

          


           4.1.2.        Conflicts.
            In the event of any conflict between this Agreement and the Exchange
            Agreement,
            the terms and conditions of the Exchange Agreement shall expressly
            control.

          


           4.1.3.        Breach.
            A material breach of the Exchange Agreement by OXMI shall be deemed a
            material
            breach of this Agreement as well up to and until such breach is cured,
            if at
            all, by OXMI.

          


          4.2           SVI
            Notes. Each and all of the SVI Notes shall be converted as provided
            under the Exchange Agreement. Thereafter, the SVI Notes shall be deemed
            to have
            been “converted”, as that term is commonly defined in a business context, and of
            no further force and effect.

          



          
            
              
              

            

            
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          4.3           Warrants.
            Each and all of the Warrants shall be exercised as provided under the
            Exchange
            Agreement, which shall be on a “cash-less” basis, as that term is commonly
            defined in a business context. Thereafter, the Warrants shall be deemed
            to have
            been “exercised”, and of no further force and effect.

          


          4.4           Board
            Observer Rights. The Board Observer rights granted to Healthcare
            under the Section 15.5 of the Stock Purchase Agreement shall remain in
            full
            force and effect through 31 December 2009. In all other respects, the
            provisions
            of Section 15.5 of the Stock Purchase Agreement shall remain
            unchanged.

          


          V

          


          AMENDMENT
            OF SERVICES AGREEMENT

          


          5.1           Agreed
            Upon Changes and Terms. With regard to the Services Agreement, the
            Parties hereby agree to the following amendments and provisions:

          


             
            (a)           As of
            July 1, 2007, the Parties agree that neither Party owes the other Party any
            amounts in regard to the Credit set forth in Section 5.6 of the Services
            Agreement or any other amounts under the Services Agreement, except to
            the
            extent of the Credit set forth in subsection (b) below.

          


             
            (b)           From and
            after July 1, 2007, the available Credit under Section 5.6 shall be Seven
            Hundred Fifty Thousand Dollars ($750,000), which may be used as
            follows:

          


           (i)       
                A maximum of One Hundred Fifty Hundred Thousand Dollars
            ($150,000) of the Credit may be applied after the Effective Date up to
            and until
            December 31, 2007.

          


           (ii)           A
            maximum of Two Hundred Fifty Hundred Thousand Dollars ($250,000) of the
            Credit
            may be applied during calendar year 2008.

          


           (iii)          A
            maximum of Two Hundred Fifty Hundred Thousand Dollars ($250,000) of the
            Credit
            may be applied during calendar year 2009.

          


           (iv)          The
            remainder, including rollover amounts pursuant to clause (v), below, (but
            not to exceed Two Hundred Fifty Thousand Dollars ($250,000)) of the Credit
            may
            be applied during calendar year 2010.

          


           (v)           To
            the extent that any portion of the available Credit for a specific calendar
            year
            is not exhausted in that calendar year, the unused portion shall “roll-over” to
            future calendar years, although the amount of Credit used in any successive
            year
            shall not exceed Two Hundred Fifty Thousand Dollars ($250,000).

          


           (vi           Any
            portion of the Credit remaining after December 31, 2010 may be applied
            in the
            same fashion under the Services Agreement through and until December
            31, 2012,
            and again subject to the same yearly limitation of Two Hundred Fifty
            Thousand
            Dollars ($250,000).

          



          
            
              
              

            

            
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           (vii)          To
            the extent that the full amount of the Credit is not exhausted by December
            31,
            2012, there shall be no further carry-over and no further payment or
            Credit
            available or due.

          


           (c)           The
            cost for all Field Services provided under the Services Agreement pursuant
            to
            the Field Service Support Agreement, which is attached as an Exhibit
            to the
            Services Agreement, shall be determined on a “most favored nation status”; the
            prices charged for Field Service Support will be no less favorable in
            any
            material respect than the fees or prices charged to any other customer
            entering into an agreement with the Oxford Parties with respect to Field
            Service
            Support, such that the price charged to SVI Parties will be the lower
            of the
            prices set forth in the Field Service Support Agreement (if applicable)
            and the
            prices charged to any other customer. Should the Oxford Parties enter
            into an
            agreement with another customer (other than an Affiliate of the Oxford
            Parties)
            providing more favorable prices for some or all of said services, then
            the price
            charged Healthcare will be automatically amended to provide the same
            more
            favorable prices. The Oxford Parties shall give Healthcare at least
            sixty (60) days’ notice of any price increases to be effective after
            December 31, 2008.

          


           (d)           Subject
            to the limitations set forth above and in the Sublease, the Credit may
            be used
            against any amounts due from Healthcare under the Services Agreement,
            except
            that the Credit may not be used against any purchases of new tangible
            assets
            purchased specifically at the request of Healthcare.

          


           (e)           The
            dispute resolution and notice provisions of the Services Agreement shall
            be
            modified as set forth in Sections 7.5, 7.13 and 7.15 of this
            Agreement.

          


          5.2           Remaining
            Terms and Conditions. Except as specifically amended by this
            Agreement, each and every term, covenant, and condition contained in
            the
            original Services Agreement shall persist and remain in full force and
            effect.

          


          VI

          


          AMENDMENT
            OF SUBLEASE

          


          6.1           Agreed
            Upon Changes and Provisions. With regard to the Sublease, the
            Parties hereby agree to the following amendments and provisions:

          


           (a)           Pursuant
            to Section 5.5 of the Sublease, the Credit may be used for the payment
            of all
            amounts due under the Sublease, except that no more than Five Thousand
            Dollars
            ($5,000) per month may be applied from the Credit against the payment
            of
            utilities, common area maintenance expenses, and maintenance supplies.
            The
            availability of the Credit to be applied under the Sublease shall survive
            the
            termination of the Services Agreement, but in no event later than December
            31,
            2012.

          


           (b)           The
            Term of the Sublease shall be contemporaneous with the occupancy of the
            Premises
            by any of the Oxford Parties, terminable at any time by Healthcare upon
            90-days
            advance written notice, unless the Sublease is terminated earlier due
            to the
            breach of the Agreement by Healthcare.

          



          
            
              
              

            

            
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           (c)           The
            dispute resolution and notice provisions of the Sublease shall be modified
            as
            set forth in Sections 7.5, 7.13 and 7.15 of this Agreement.

          


          6.2           Remaining
            Terms and Conditions. Except as specifically amended by this
            Agreement, each and every term, covenant, and condition contained in
            the
            original Sublease shall persist and remain in full force and
            effect.

          


          VII

          


          ADDITIONAL
            PROVISIONS

          


          7.1           Executed
            Counterparts. This Agreement may be executed in any number of
            counterparts, all of which when taken together shall be considered one
            and the
            same agreement, it being understood that all Parties need not sign the
            same
            counterpart. In the event that any signature is delivered by fax or by
            e-mail
            delivery of a “.pdf” or comparable format data file, such signature shall create
            a valid and binding obligation of the Party executing (or on whose behalf
            such
            signature is executed) with the same force and effect as if such facsimile
            or
“.pdf” signature page were an original thereof. Each of the Parties hereby
            expressly forever waives any and all rights to raise the use of a fax
            machine or
            e-mail to deliver a signature, or the fact that any signature or agreement
            or
            instrument was transmitted or communicated through the use of a fax machine
            or
            e-mail, as a defense to the formation of a contract.

          


          7.2           Successors
            and Assigns. Except as expressly provided in this Agreement, each
            and all of the covenants, terms, provisions, conditions and agreements
            herein
            contained shall be binding upon and shall inure to the benefit of the
            successors
            and assigns of the Parties hereto.

          


          


          7.3           Article
            and Section Headings. The article and section headings used in this
            Agreement are inserted for convenience and identification only and are
            not to be
            used in any manner to interpret this Agreement.

          


          7.4           Severability.
            Each and every provision of this Agreement is severable and independent
            of any
            other term or provision of this Agreement. If any term or provision hereof
            is
            held void or invalid for any reason by a court of competent jurisdiction,
            such
            invalidity shall not affect the remainder of this Agreement.

          


          7.5           Governing
            Law. This Agreement shall be governed by the laws of the State
            of
            New York, without giving effect to any choice or conflict of law provision
            or
            rule (whether of the State of New York or any other jurisdiction) that
            would
            cause the application of the laws of any jurisdiction other than the
            State of
            New York.

          


          7.6           Entire
            Agreement. This Agreement, and all references, documents, or
            instruments referred to herein, contains the entire agreement and understanding
            of the Parties hereto in respect to the subject matter contained herein.
            The
            Parties have expressly not relied upon any promises, representations,
            warranties, agreements, covenants, or undertakings, other than those
            expressly
            set forth or referred to herein. This Agreement supersedes any and all
            prior
            written or oral agreements, understandings, and negotiations between
            the Parties
            with respect to the subject matter contained herein.

          



          
            
              
              

            

            
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          7.7           Additional
            Documentation. The Parties hereto agree to execute, acknowledge,
            and cause to be filed and recorded, if necessary, any and all documents,
            amendments, notices, and certificates which may be necessary or convenient
            under
            the laws of the State of Illinois.

          


          7.8           Attorney’s
            Fees. If any legal action (including arbitration) is necessary
            to
            enforce the terms and conditions of this Agreement, the prevailing Party
            shall
            be entitled to costs and reasonable attorney’s fees.

          


          7.9           Amendment.
            This Agreement may be amended or modified only by a writing signed by
            all
            Parties.

          


          7.10         Remedies.  The
            remedies of the Parties under this Agreement are cumulative and shall
            not
            exclude any other remedies to which any person may be lawfully
            entitled.

          


          7.11         Waiver.
            No failure by any Party to insist on the strict performance of any covenant,
            duty, agreement, or condition of this Agreement or to exercise any right
            or
            remedy on a breach shall constitute a waiver of any such breach or of
            any other
            covenant, duty, agreement, or condition.

          


          7.12         Assignability.
            This Agreement is not assignable by either Party without the expressed
            written
            consent of all Parties.

          


          7.13         Notices.
            All notices, requests and demands hereunder shall be in writing and delivered
            by
            hand, by facsimile transmission, by e-mail, or by recognized commercial
            over-night delivery service (such as Federal Express, UPS, or DHL), and
            shall be
            deemed given as of the time and date reflected on the delivery receipt
            customary
            for such means of transmission, if one exists.

          


          7.14         Time.
            All Parties agree that time is of the essence as to this Agreement.

          


          7.15         Disputes.
            The Parties agree that the dispute resolution procedures (INCLUDING VENUE
            PROVISIONS AND WAIVERS OF JURY TRIAL, EACH OF WHICH IS SPECIFICALLY REAFFIRMED)
            set forth in Section 5.9 of the Exchange Agreement shall govern in the
            event of any disputes or controversies arising under this Agreement,
            the
            Exchange Agreement, the Services Agreement, the Sublease, or any other
            document
            executed in connection with the transactions contemplated hereby.

          


          7.16         Provision
            Not Construed Against Party Drafting Agreement. This Agreement is
            the result of negotiations by and between the Parties, and each Party
            has had
            the opportunity to be represented by independent legal counsel of its
            choice.
            This Agreement is the product of the work and efforts of all Parties,
            and shall
            be deemed to have been drafted by all Parties. In the event of a dispute,
            no
            Party hereto shall be entitled to claim that any provision should be
            construed
            against any other Party by reason of the fact that it was drafted by
            one
            particular Party.

          


          7.17         Incorporation
            of Exhibits and Schedules. The Exhibits and Schedules identified in
            this Agreement are incorporated herein by reference and made a part hereof
            as if
            set out in full herein.

          


          7.18         Recitals.
            The facts recited in Article II, above, are hereby conclusively presumed
            to be
            true as between and affecting the Parties.

          



          
            
              
              

            

            
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          7.19         Consents,
            Approvals, and Discretion. Except as herein expressly provided to
            the contrary, whenever this Agreement requires consent or approval to
            be given
            by a Party, or a Party must or may exercise discretion, the Parties agree
            that
            such consent or approval shall not be unreasonably withheld, conditioned,
            or
            delayed, and such discretion shall be reasonably exercised.  Except as
            otherwise provided herein, if no response to a consent or request for
            approval
            is provided within ten (10) days from the receipt of the request, then
            the
            consent or approval shall be presumed to have been given.

          


          7.20         No
            Third Party Beneficiaries.  This Agreement has been
            entered into solely by and between the Parties, solely for their benefit.
            There
            is no intent by either Party to create or establish a third party beneficiary
            to
            this Agreement, and no such third party shall have any right to enforce
            any
            right, claim, or cause of action created or established under this
            Agreement.

          


          7.21         Best
            Efforts. The Parties shall use and exercise their best efforts,
            taking all reasonable, ordinary and necessary measures to ensure an orderly
            and
            smooth relationship under this Agreement, and further agree to work together
            and
            negotiate in good faith to resolve any differences or problems which
            may arise
            in the future.

          


          7.22         Definitional
            Provisions. For purposes of this Agreement, (i) those words, names,
            or terms which are specifically defined herein shall have the meaning
            specifically ascribed to them; (ii) wherever from the context it appears
            appropriate, each term stated either in the singular or plural shall
            include the
            singular and plural; (iii) wherever from the context it appears appropriate,
            the
            masculine, feminine, or neuter gender, shall each include the others;
            (iv) the
            words “hereof”, “herein”, “hereunder”, and words of similar import, when used in
            this Agreement, shall refer to this Agreement as a whole, and not to
            any
            particular provision of this Agreement; (v) all references to designated
            “Articles”, “Sections”, and to other subdivisions are to the designated
            Articles, Sections, and other subdivisions of this Agreement as originally
            executed; (vi) all references to “Dollars” or “$” shall be construed as being
            United States dollars; (vii) the term “including” is not limiting and means
“including without limitation”; and, (viii) all references to all statutes,
            statutory provisions, regulations, or similar administrative provisions
            shall be
            construed as a reference to such statute, statutory provision, regulation,
            or
            similar administrative provision as in force at the date of this Agreement
            and
            as may be subsequently amended.

          


          


          [Signature
            Page Follows]

          


          


          


          


          


          


          


          


          


          


          



          
            
              
              

            

            
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          V

          


          EXECUTION

          


          IN
            WITNESS WHEREOF, this SETTLEMENT AND AMENDMENT AGREEMENT has been duly
            executed by the Parties and shall be effective as of and on the Effective
            Date
            set forth in Article I of this Agreement. Each of the undersigned Parties
            hereby
            represents and warrants that it (i) has the requisite power and authority
            to
            enter into and carry out the terms and conditions of this Agreement,
            as well as
            all transactions contemplated hereunder; and, (ii) it is duly authorized
            and
            empowered to execute and deliver this Agreement.

          


          
            	
                    OXMI:

                  	
                    OXFORDSVI:

                  
	 	 
	
                    OXFORD
                      MEDIA, INC.,

                  	
                    OXFORDSVI,
                      INC.,

                  
	
                    a
                      Nevada corporation

                  	
                    an
                      Illinois corporation

                  
	 	 
	 	 
	
                    BY:  __________________________

                  	
                    BY:  __________________________

                  
	
                    NAME:  _______________________

                  	
                    NAME:  _______________________

                  
	
                    TITLE:  
                      _______________________

                  	
                    TITLE:
                        _______________________

                  
	
                    DATED:  ______________________

                  	
                    DATED:  ______________________

                  
	 	 
	
                    HEALTHCARE:

                  	
                    GLAZER:

                  
	 	 
	
                    SVI
                      HEALTHCARE, INC.,

                  	 
	
                    an
                      Illinois corporation

                  	
                    __________________________

                  
	 	
                    JAY
                      M. GLAZER

                  
	 	
                    DATED:  ______________________

                  
	
                    BY:  __________________________

                  	 
	
                    NAME:  _______________________

                  	 
	
                    TITLE:
                        _______________________

                  	
                    __________________________

                  
	
                    DATED:  ______________________

                  	
                    MARSHA
                      S. GLAZER

                  
	 	
                    DATED:  ______________________

                  
	 	 
	 	 
	
                    OWENS
                      TRUST:

                  	
                    RUBENSTEIN:

                  
	
                    THE
                      MARITAL TRUST UNDER THE

                  	 
	
                    RICHARD
                      L. OWENS TRUST DATED

                  	
                    __________________________

                  
	
                    NOVEMBER
                      24, 1992

                  	
                    ANDREW
                      RUBENSTEIN

                  
	 	
                    DATED:  ______________________

                  
	 	 
	
                    BY:  __________________________

                  	 
	
                    NAME:  _______________________

                  	 
	
                    TITLE:
                        _______________________

                  	 
	
                    DATED:  ______________________

                  	 


          

           

           

           

          9