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                                                                   Exhibit 10.35


IN ARBITRATION UNDER THE RULES OF
THE COMMERCIAL ARBITRATION TRIBUNAL
OF THE AMERICAN ARBITRATION ASSOCIATION
NEW YORK CITY, NEW YORK

------------------------------------------
In the Matter of the Arbitration Between:

JOHN X. ADILETTA,

                         Claimant,

                                                          SETTLEMENT AGREEMENT
                                                          AND RELEASE AND WAIVER
                                                          OF CLAIMS.

AQUIS COMMUNICATIONS GROUP, INC.
A Delaware corporation f/k/a/ as BAP
ACQUISITION CORP.,

                         Respondent.

------------------------------------------


              SETTLEMENT AGREEMENT AND RELEASE AND WAIVER OF CLAIMS

     THIS SETTLEMENT AGREEMENT AND RELEASE AND WAIVER OF CLAIMS, dated as of
April 4, 2000 (hereinafter "Agreement"), is made and entered into by and between
Aquis Communications Group, Inc. ( "Respondent") and John X. Adiletta
("Claimant"). Respondent and Claimant may also be referred to collectively as
the "Parties."

                               W I T N E S S E T H

     WHEREAS, Claimant has filed a Demand for Arbitration and Statement of Claim
(above-captioned) and has initiated an arbitral proceeding which has alleged
among other things, claims for the alleged breach of an employment agreement,
claims for wrongful discharge and claims for alleged lost stock options and
fringe benefits (the "Arbitration");

     WHEREAS, Respondent does not admit to any acts of wrongdoing or liability
to Claimant, and specifically denies all allegations contained therein, and


<PAGE>

     WHEREAS, Respondent and Claimant desire to enter into a full and complete
settlement of ALL differences and outstanding claims between them, not only of
claims that are the subject of the Demand For Arbitration and Statement of
Claim, subject to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises herein contained,
and intending to be legally bound hereby, it is agreed as follows:

     1. A. As its consideration for this Agreement, Respondent shall pay
Claimant the sum of One Hundred Thousand Dollars ($100,000.00) (hereinafter the
"Settlement Amount"). The parties intend and agree that the Settlement Amount is
to be allocated as follows: Fifty Thousand Dollars ($50,000.00) for alleged
emotional pain and suffering and the other Fifty Thousand Dollars ($50,000.00)
as damages on account of alleged breach of contract. The Settlement Amount shall
be paid as follows: A certified check in the amount of Twenty-Five Thousand
Dollars ($25,000.00) of the Settlement Amount shall be made payable to "Camhy
Karlinsky & Stein LLP as attorneys for John X. Adiletta," and shall be delivered
to Claimant's counsel by overnight mail so as to be received no later than the
third (3rd) day after the Effective Date of this Agreement subject to the
conditions set forth in this Agreement. The remaining seventy-five Thousand
Dollars ($75,000.00) of the Settlement Amount shall be applied to the principal
balance of the New Promissory Note (defined in paragraph 1.C. below) such that
the amount of indebtedness under the New Promissory Note shall be Fifty Thousand
Dollars ($50,000.00) upon the Effective Date of this Agreement. The entire
Settlement Amount is a sum of money the Claimant is entitled to receive only by
virtue of the settlement of pending litigation.

     B. As further consideration, Respondent shall issue such number of shares
(the "Settlement Shares") of restricted common stock of the Respondent, par
value $.01 per share (the


<PAGE>

"Common Stock"), upon the expiration of the Effective Date with no revocation,
to the Claimant with an aggregate market value of Four Hundred Thousand Dollars
($400,000.00), such valuation to be based upon the average of the high and low
bid and asked price of the Common Stock on the NASDAQ SmallCap Market on the
date of this Agreement (without discount relating to their restricted nature).
Claimant represents to the Respondent (x) that he is an "accredited investor"
(as such term is defined in Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act")), (y) that he is familiar with the business and
operations and financial condition of the Respondent and is capable of making an
informed decision with respect to a decision to accept the Settlement Shares as
consideration for this Agreement, and (z) is acquiring the Settlement Shares for
investment purposes and not with a view to the distribution thereof.
Certificates representing the Settlement Shares shall be issued with an
appropriate restrictive legend pursuant to the Securities Act, and shall be
delivered to Claimant by overnight mail no later than the third (3rd) day after
the Effective Date of this Agreement. Respondent covenants that (i) Respondent
will file a Registration Statement under the Securities Act as soon as
practicable with respect to the Settlement Shares and all of the shares of
common stock underlying the Settlement Options (defined in paragraph 1.D.
below), (ii) that said shares shall be in the next Registration Statement filed
after the date of this Agreement by Respondent with the Securities and Exchange
Commission, and that Respondent will not file any Registration Statement unless
it includes said shares, (iii) Respondent will keep the Registration Statement
current for not less than one (1) year, and (iv) Respondent shall otherwise
subject such shares to the registration rights previously granted to Claimant in
a certain Registration Rights Agreement, dated as of March 31, 1999, which is
incorporated herein by reference, and the terms and conditions thereof (except
as modified herein).


<PAGE>

     C. As further consideration, the Respondent agrees to release the
indebtedness reflected in the Promissory Note dated December 1998 (the "Prior
Promissory Note") and which is secured by shares of Common Stock in the monetary
amount of Two Hundred Forty Thousand Dollars ($240,000.00), as well as any
interest accrued to the Effective Date, and to reduce such indebtedness, to One
Hundred and Twenty-Five Thousand Dollars ($125,000). Respondent shall terminate
any security interest in the original promissory note. The parties agree that
simultaneous with the execution of this Agreement, the Claimant will sign a new
Promissory Note (hereinafter the "Note")"reflecting the same terms and
conditions as the note referenced herein in the amount of One Hundred and
Twenty-Five Thousand Dollars ($125,000.00). Such Note shall be payable at the
earlier of (x) thirty (30) days after the effectiveness of a registration
statement under the Securities Act registering the resale of the Settlement
Shares, or (y) six months after the Effective Date of this Agreement. Respondent
shall not report as income taxable to Claimant an amount in excess of One
Hundred and Fifteen Thousand Dollars ($115,000.00) attributable to the
transactions contemplated by this section 1.C. Respondent will surrender the
Prior Promissory Note by sending it to Claimant by overnight delivery so that it
is received no later than five (5) business days after receipt of the Note
executed by Claimant. If the Prior Promissory Note can not be located,
Respondent will provide an affidavit to that effect. Respondent represents and
warrants that the Prior Promissory Note has not been pledged, hypothecated,
assigned or otherwise transferred to an unrelated third-party.

     D. As further consideration, the parties agree that of the options to
purchase Common Stock previously issued to the Respondent, Fifty-Five Thousand
(55,000) options ("Settlement Options") shall become immediately vested at an
exercise price of $1.12 per share. The Settlement Options shall be the subject
of a written option grant, a copy of which is annexed


<PAGE>

hereto and incorporated hereby as Exhibit "A." The written Option Agreement
shall be executed and delivered to the Claimant no later than two (2) business
days after the Effective Date. Respondent hereby waives all other conditions of
its current stock option plan that would prohibit the Claimant from entitlement
to such shares or to the exercise thereof consistent with this section 1.D.
Claimant hereby acknowledges that all remaining options previously granted to
him have been terminated and are null and void.

     E. Claimant will receive appropriate tax documentation for the
consideration received hereunder, which documentation shall have been reviewed
by Claimant's counsel prior to the execution of this Agreement. Claimant
acknowledges that Respondent's foregoing consideration represents a full and
complete settlement of the claims and allegations referenced above. Claimant
further acknowledges that the foregoing consideration provided by Respondent in
exchange for his waiver of claims and other covenants and promises as outlined
below is in addition to anything of value to which he is already entitled.

     2. As a material inducement for Respondent to enter into this Agreement,
Claimant hereby agrees, acknowledges and promises to forego and waive any and
all rights he may have to file a claim, action, complaint, controversy, cause of
action, lawsuit, charge, complaint, suit, demand or petition ("claim" or
"claims") in a court of law or any other tribunal against Respondent,
Respondent's owners, stockholders, predecessors, successors, assigns, agents,
directors, officers, current and former employees, representatives, attorneys,
divisions, groups, subsidiaries, affiliates and parent companies, as well as any
parent companies' owners, stockholders, predecessors, successors, assigns,
agents, directors, officers, current and former employees, representatives,
divisions, groups, subsidiaries and affiliates, and all persons acting by,
through, under, or in concert with any of them, or any of them (collectively,
"Releasees"), for any rights,


<PAGE>

claims or entitlements Claimant claims to have against Respondent and/or
releasees, known and/or unknown, choate and/or inchoate, which Claimant may now
have, own, or hold, or claim to have, own or hold, or which Claimant at any time
heretofore had, owned or held, or claimed to have, owned, or held, or which
Claimant at any time may have, own, or hold, or claim to have, own or hold
against Respondent and/or releasees, from the beginning of time to the Effective
Date of this Agreement, by reason of any claims arising from or related to
Claimant's employment relationship with Respondent or otherwise, any affiliate
of Respondent and/or releasees, and separation of any employment relationship
and any matters or allegations which are the subject matter of the
aforementioned allegations and contentions or otherwise, including any claims
arising from any alleged violation by releasees of any federal, state or local
statutes, regulations, ordinances or common law causes of action in law and in
equity (and all associated claims for attorneys' fees), including but not
limited to:

A.   the Federal Age Discrimination in Employment Act of 1967, as amended;

B.   Title VII of the Civil Rights Act of 1964, as amended;

C.   42 U.S.C. Section 1981, as amended;

D.   the Federal Equal Pay Act of 1963;

E.   the Federal Employee Retirement Income Security Act of 1974, as amended;
     including but not limited to, Section 510 claims for discrimination;

F.   the Americans With Disabilities Act, as amended;

G.   the Family and Medical Leave Act;

H.   Executive Order 11246 (applicable to Federal Government contractors and
     subcontractors);

I.   the Vietnam-Era Veteran's Readjustment Assistance Act of 1974 (applicable
     to Federal Government contracts and subcontractors);

J.   the Rehabilitation Act of 1973 (applicable to Federal Government contracts
     and subcontractors);


<PAGE>

K.   the Immigration and Nationality Act, as amended;

L.   the Uniform Services Employment and Reemployment Rights Act of 1994;

M.   the New Jersey Law Against Discrimination, the New Jersey Conscientious
     Employee Protection Act, the New Jersey Family Leave Act, the New Jersey
     Workers' Compensation Act, the New Jersey State Wage and Hours law, the New
     Jersey Political Activities of Employees law, the New Jersey Jury Duty
     Employment Protection law, the New Jersey Lie Detector Test law, the New
     Jersey Tobacco Use law, the New Jersey Genetic Testing law;

N.   Any Federal, State or local law, rule, statute, ordinance, regulation,
     executive order or guideline, including, but not limited to, those laws
     specifically described above;

O.   Any oral or written contract of employment with Respondent, express or
     implied, or any oral or written agreement, express or implied, purporting
     to establish terms and conditions of employment or addressing termination
     of employment; and

P.   Any other Federal, State or local common-law causes of action related to
     Claimant's employment with Respondent or separation from employment with
     Respondent.

     Claimant acknowledges and agrees that this release specifically includes
and resolves any and all claims (in addition to those above) for related costs
and/or attorneys' fees.

     3. This Agreement and the releases hereunder are without prejudice to (i)
the Parties' right to enforce the terms and conditions of this Agreement, and
(ii) Claimant's claims for entitlement to pension and welfare benefits
(including but not limited to any monies in Respondent's 401K plan) under either
state or Federal law, and all rights to COBRA coverage (under the terms of that
statute).

     4. Claimant acknowledges that he has not heretofore filed any claims
against Releasees in a court of law or other tribunal other than those claims
covered by the above captioned action. To the extent Claimant has previously
filed other claims, he agrees to take all steps necessary to dismiss that action
with prejudice within ten (10) calendar days of signing this Agreement and
agrees that claims raised therein are released and waived by virtue of this
Agreement. Except as


<PAGE>

required by law, Claimant further agrees that no other person, organization or
entity acting on his behalf and/or with his consent shall file such a claim
against Releasees.

     5. Respondent represents that it has Director's and Officer's liability
insurance that provides coverage for covered events during the time of the
Claimant's tenure with the Respondent as an Officer, and/or Director. The
Respondent also represents that its Certificate of Incorporation provides for
the indemnification of Officers and Directors under circumstances stated
therein. The Respondent agrees that it will not take any action to abrogate any
rights or privileges that the Claimant currently enjoys under any Director's and
Officer's Liability Policy or Certificate of Incorporation relating to the issue
of defense and/or indemnification and that it will maintain comparable insurance
for a period of no less than three (3) years from the Effective Date of the
Agreement. Claimant also represents that he will abide by all conditions
precedent or obligations thereunder in order to avail himself of such coverage
and/or such defense and indemnification. Except as heretofore provided, it is
the intent of this paragraph that the Claimant stand in no better or no worse
position in terms of defense and indemnification vis-a-vis others that were
Directors and Officers during the Claimant's tenure in such roles with the
Respondent.

     6. Respondent, on behalf of itself, the Releasees, their collective
predecessors, successors and assigns, hereby unconditionally releases,
discharges and acquits Claimant, his successors, heirs, executors,
administrators, and assigns from all actions, claims, causes of action, charges,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, demands, or any other type
of relief of any nature whatsoever, whether known or unknown, whether statutory
or common law, whether federal, state, or local, which the


<PAGE>

Respondent, the Releasees or any of them, has asserted or could have asserted,
now has, or ever had, against Claimant, his successors, heirs, executors,
administrators, and assigns from the beginning of the world to the Effective
Date. The paragraph is not intended to release personal, non-employment related
claims of the current and/or former owners, stockholders, directors, officers or
employees.

     7. It is the purpose of the mutual waiver and release paragraphs of this
Agreement for the parties to effect a full general release of each other, except
with respect to specifically stated exceptions or obligations stated hereunder.

     8. Should Claimant file a claim against Releasees with an agency or
tribunal other than a court of law which claim arose prior to or on the date
Claimant signs this Agreement and/or which claim related in any way to
Claimant's employment with Respondent, separation from employment with
Respondent and/or any matters or allegations which are the subject of the
aforementioned allegations and contentions or otherwise, Claimant agrees to
irrevocably and unconditionally release, acquit, and forever discharge Releasees
from any and all liability which may result from that claim (including
attorney's fees, costs actually incurred, and liquidated damages), of any nature
whatsoever, and he will not participate in any recoveries which may result from
that claim. This release includes, but is not limited to, any claims arising
from any alleged violation by Releasees of any federal, state or local statutes,
regulations, ordinances or common law causes of action in law and in equity,
including but not limited to, those causes of action listed above.

     9. Claimant acknowledges that he has not heretofore filed any such claims
against Releasees, and Respondent acknowledges that it has not heretofore filed
any claims against Claimant. To the extent Claimant has previously filed such a
claim, Claimant agrees to release,


<PAGE>

acquit and forever discharge the Releasees from any and all liability which may
result from that claim, of any nature whatsoever, and will not participate in
any recoveries which may result from that claim. To the extent Respondent has
previously filed such a claim, Respondent agrees to release, acquit and forever
discharge Claimant from any and all liability which may result from that claim,
of any nature whatsoever, and will not participate in any recoveries which may
result from that claim.

     10. Claimant agrees that he will be responsible for any income tax
liability which may be imposed on the receipt of consideration provided
hereunder including the Settlement Amount. Claimant also agrees to indemnify
Respondent against and hold Respondent harmless from any and all liability for
withholding taxes imposed by any federal, state or local taxing authority, as
well as liability for any fines, penalties and interest which may be imposed on
Respondent on the consideration including, the Settlement Amount, in the event
of such determination by any taxing authority.

     11. Claimant agrees that he will not voluntarily assist others in bringing
any type of claims against any of the Releasees, involving any matter allegedly
occurring and/or occurring in the past up to the date of this Agreement, or
involving and based upon any claims which are the subject of this Agreement,
unless otherwise permitted or required by law or legal process (including
subpoenas). Claimant acknowledges and agrees that his employment with Respondent
has ended, that he will never knowingly apply for employment with Respondent or
any subsidiary or affiliate and that he will not be so employed or have any
business relationship with Respondent, unless requested to do so by the
Respondent. Claimant further agrees that he is waiving any claim which he may
have to reinstatement with Respondent under any contractual, statutory or common
law cause of action. Claimant and Respondent (on behalf of itself and its


<PAGE>

Managerial Level employees, and Directors ), agrees that each shall not defame,
slander, or libel each other. Further, the Claimant agrees to assist the
Respondent by making himself reasonably available and by complying with the
reasonable requests of Respondent and Respondent's counsel, in the event that
Respondent needs his testimony or other assistance while defending any claim,
action or lawsuit brought by or against the Respondent or its affiliates,
subsidiaries, employees, officers and directors, concerning any matter about
which the Claimant has knowledge provided that Respondent shall pay for all
reasonable disbursements approved in advance, and shall pay Claimant a per diem
rate of $1,500 for his time spent with respect to assistance. Respondent also
agrees to pay reasonable attorney's fees for Claimant's counsel should separate
counsel be reasonably necessary.

     12. For and in consideration of the mutual covenants and promises contained
herein, during the term of this Agreement, and for a period of five (5) years
thereafter, neither Claimant nor any family member (defined for this purpose to
include his spouse and children) or company, partnership or trust in which
Claimant (or such family member) owns five (5%) percent or more of its equity or
voting interests or for which Claimant serves as an employee, agent, officer,
director, or partner will: (i) for the purposes of subparagraphs (ii) or (iii)
hereafter, acquire, offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any voting securities or direct or
indirect rights or options to acquire any voting securities of Respondent in
excess of 14.9% of the Respondent's issued and outstanding voting securities;
(ii) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote (as such terms are interpreted in the proxy
rules of the Securities and Exchange Commission), or seek to advise or influence
any person or entity with respect to the voting of any voting securities of
Respondent, or (iii) form, join or in any way participate in a "group" within
the meaning of


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Section 13 (d) (3) of the Securities Exchange Act of 1934 with respect to any
voting securities of Respondent for the purpose of seeking to control the
management, Board of Directors or policies of Respondent. Further, the parties
acknowledge that Respondent would not have an adequate remedy at law for money
damages in the event that this covenant were not performed in accordance with
its terms and therefore Claimant agrees that Respondent shall be entitled to
specific enforcement of the terms hereof in addition to any other remedy to
which it may be entitled, at law or in equity.

     13. This Agreement shall not in any way be construed as an admission by
Respondent of any acts of wrongdoing whatsoever against Claimant or any other
person, and Respondent specifically disclaims any liability to Claimant or any
other person, on the part of itself, its affiliates, its officers, employees,
agents or parents.

     14. Claimant represents that he has not heretofore assigned or transferred,
or purported to assign or transfer, to any person or entity, any claim or any
portion of a claim covered by this Agreement.

     15. Claimant represents and acknowledges that in executing this Agreement
he does not rely, and has not relied, upon any representation or statement made
by Respondent, or any of the Releasees or their agents, representatives or
attorneys with regard to the subject matter, basis, content or effect of this
Agreement or otherwise.

     16. Claimant acknowledges that prior to the execution of this Agreement, he
sought the advice and counsel of his attorney regarding the contents of this
Agreement and that he was advised to do so in writing. Claimant acknowledges
that he has entered into this Agreement knowingly, voluntarily and of his own
free will.


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     17. Claimant acknowledges that he has been given a reasonable period of
time of approximately twenty-one (21) days in which to consider the terms of
this Agreement . To the extent Claimant wishes to execute this Agreement prior
to the conclusion of the twenty-one (21) day period, Claimant acknowledges that
he will only do so in a knowing and voluntary manner and of his own free will.

     18. Claimant acknowledges that for a period of seven (7) days following the
execution of this Agreement, he may revoke the Agreement and the Agreement shall
not become effective or enforceable until the revocation period has expired
("Effective Date"). Notice of Revocation must be given to Ginger D. Schroder at
Buchanan Ingersoll, P.C., 268 Main Street, Suite 201, Buffalo, New York 14202.
Claimant acknowledges that he shall not receive any of the benefits or
consideration provided in this Agreement until the seven day revocation period
has expired and the Agreement has not been revoked and all other conditions to
payment of the Settlement Amount and other consideration have been satisfied.

     19. The parties agree that any changes to this Agreement, material or
immaterial, will not restart the running of the twenty-one (21) day period
referred to above. If Claimant revokes this Agreement, it shall be null and void
and the obligations or entitlements of both parties under this Agreement shall
be eliminated.

     20. This Agreement shall be binding upon Claimant and upon his heirs,
administrators, representatives, executors, successors and assigns, and shall
inure to the benefit of Respondent and any of the Releasees and each of them,
and to their successors and assigns.

     21. This Agreement is made in the State of New Jersey and shall in all
respects be interpreted, enforced and governed under the laws of said State,
without regard to its choice of


<PAGE>

law provisions, as well as the laws of the United States of America. The
language of all parts of this Agreement shall in all cases be construed as a
whole and according to its fair meaning.

     22. Should any word, phrase, sentence, paragraph, clause or provision of
this Agreement be declared or be determined by any court or other tribunal to be
illegal or invalid, the validity of the remaining parts, terms or provision
shall not be affected thereby and said illegal or invalid part, term, or
provision shall be deemed not to be a part of this Agreement.

     23. As used in this Agreement, the singular or plural shall be deemed to
include the other whenever the context so indicates or requires.

     24. The Parties hereto shall take such further action and execute such
further instruments or documents as may be reasonably necessary to effectuate
the purpose and intent of this Agreement.

     25. This Agreement sets forth the entire Agreement among the parties
hereto, and fully supersedes any and all prior Agreements or understandings
between the parties hereto pertaining to the subject matter hereof. The failure
of either Respondent or Claimant to require the performance of any term or
obligation of this Agreement or the waiver by either Respondent or Claimant of
any breach of this Agreement, shall not prevent any subsequent enforcement of
such term or obligation and shall not be deemed a waiver of any subsequent
breach. No modification or waiver of any provision of this Agreement shall be
effective unless in writing and signed by Respondent and Claimant.

     26. All notices, requests, demands or other communications hereunder must
be in writing and shall be deemed to have been duly given if delivered by hand,
mailed within the continental United States by certified or registered mail,
postage prepaid, return receipt requested, or by a


<PAGE>

reputable overnight courier such as federal express, addressed to the party to
whom the notice is directed at the "Notice Address" of such party. The Notice
Address of each party is:

     If to Respondent:          Aquis Communications Group, Inc.
                                1719A Route 10
                                Suite 300
                                Parsippany, New Jersey 07054

     with a copy to:            Buchanan Ingersoll, P.C.
                                268 Main Street, Suite 201
                                Buffalo New York, 14202
                                Attn:  Ginger D. Schroder

                                AND

                                Buchanan Ingersoll, P.C.
                                One Oxford Centre, 20th Floor
                                301 Grant Street
                                Pittsburgh, PA 15219-1410
                                Attn:  Bryan Lawrence

     If to Claimant:             John X. Adiletta
                                42 Timber Rock Trail
                                Bernardsville, New Jersey 07924

     with a copy to:            Camhy Karlinsky & Stein LLP
                                1740 Broadway, 16th Floor
                                New York, New York 10019-4315
                                Attn:  Martin E. Karlinsky, Esq.

     27. This Agreement may be executed through the use of separate signature
pages in multiple originals and in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same
Agreement, binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart. The parties shall exchange original signed
Agreements as soon as practicable following delivery and execution as aforesaid.

                 PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES
                    A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS


<PAGE>

                                        AQUIS COMMUNICATIONS GROUP, INC.

                                        By:
                                           -------------------------------
                                        Name:
                                             -----------------------------

                                        Title:
                                             -----------------------------

                                        ATTORNEYS FOR RESPONDENT

                                        By:
                                           -------------------------------
                                             Ginger D. Schroder
                                             BUCHANAN INGERSOLL
                                             PROFESSIONAL CORPORATION
                                             268 Main Street - Ste. 201
                                             Buffalo, NY  14202
                                             (716) 853-2332

                                        CLAIMANT JOHN X. ADILETTA

Date:
     ------------------------           ----------------------------------

                                        ATTORNEY(S) FOR CLAIMANT

                                        ----------------------------------
                                            Tal B. Marnin, Esq.
                                            CAMHY KARLINSKY & STEIN LLP
                                            Attorneys for Claimant
                                            16th Floor
                                            1740 Broadway
                                            New York, N.Y. 10019
                                            (212) 977-6600


<PAGE>


STATE OF NEW YORK   }

                     ss.

COUNTY OF NEW YORK  }

     I HEREBY CERTIFY that on this day before me, an officer duly qualified to
take acknowledgments, personally appeared Claimant, JOHN X. ADILETTA, personally
known to me or who has produced         (type of identification) and has
acknowledged before me that he executed the foregoing freely and voluntarily
for the purpose therein expressed, who did take an oath.

     WITNESS my hand and official seal at said County and State, this __ day of
____________, 2000.




                                           -------------------------------


                                           -------------------------------