Unassociated Document


    

      EXHIBIT
        10.1

      Settlement
        and Release Agreement

      


      This
        Settlement and Release Agreement (the “Agreement”) is hereby made and entered
        into by and among Triro Equities Co., a Texas general partnership; Leonard
        M.
        Ross, individually and as Trustee of the Leonard M. Ross Revocable Trust
        (u/d/t
        12-20-85); Rossco Holdings Incorporated, a California corporation; Mill Equities
        Co., a California general partnership; Lodgeco Properties, Ltd., a Texas
        limited
        partnership; and CHSC, Ltd. (collectively, the “Ross Parties”) and PubliCARD,
        Inc. (“PubliCARD”), Harry I. Freund, Jay Goldsmith, Jan-Erik Rottinghuis, and
        Antonio L. (“Tony”) DeLise (collectively, the “PubliCARD Parties”) for the
        consideration described below. The parties hereby covenant and agree as
        follows:

      


      Recitals

      A. This
        Agreement is entered into for the purpose of settling the lawsuit currently
        pending in the Superior Court for the State of California, for the County
        of Los
        Angeles, captioned TRIRO EQUITIES CO., a Texas general partnership; LEONARD
        M.
        ROSS, individually and as Trustee of the LEONARD M. ROSS REVOCABLE TRUST
        (u/d/t
        12-20-85); ROSSCO HOLDINGS INCORPORATED, a California corporation; MILL EQUITIES
        CO., a California general partnership; and LODGECO PROPERTIES, LTD., a Texas
        limited partnership, Plaintiffs
        v.
        PUBLICARD, INC., a Pennsylvania corporation; HARRY I. FREUND, an individual;
        JAY
        GOLDSMITH, an individual; JAN-ERIK ROTTINGHUIS, an individual; TONY DELISE,
        an
        individual; and DOES 1 THROUGH 50, inclusive, Defendants, Case No. BC274583
        (the
“Lawsuit”), and any other claims the PubliCARD Releasors and the Ross Releasors
        (as defined below) may have against each other arising out of any matter,
        including, but not limited to, any PubliCARD securities purchased or owned
        by
        any Ross Releasor and any transactions entered into or contemplated between
        any
        PubliCARD Releasor and any Ross Releasor.

      


      B. As
        a
        result of a mediation conducted by the Honorable Enrique Romero, the parties
        have agreed to finally settle, compromise, and resolve the Lawsuit, and any
        and
        all other claims and controversies existing between and among the PubliCARD
        Parties and the Ross Parties. The terms of the parties’ agreement to settle the
        Lawsuit are set forth in the Mediator’s Proposal to Settle the Lawsuit dated
        July 20, 2005, as executed and agreed to by or on behalf of all of the
        parties.

      


      Operative
        Provisions

      1.  Required
        Payment.
        On or
        before August 19, 2005, the PubliCARD Parties shall pay to the Ross Parties
        two
        million U.S. dollars (U.S. $2,000,000) either by delivery of a check from
        PubliCARD’s insurer payable to Rossco Holdings Incorporated, on behalf of all
        Ross Parties, or by wire transfer to [Bank Account Information].

      


      2.  Stipulation
        of Voluntary Dismissal.
        Upon
        execution of this Agreement, Ross’s and PubliCARD’s respective counsel in the
        Lawsuit shall each execute and exchange a Stipulation of Dismissal With
        Prejudice (“Stipulation”) and a Request for Dismissal (“Request”) in the form
        attached hereto as Exhibits A and B and incorporated herein by reference.
        The
        original of the Stipulation and Request shall be held in escrow by PubliCARD’s
        counsel until the Ross Parties’ receipt of the payment described in paragraph 1
        of this Agreement. Thereafter, PubliCARD’s counsel shall file the Stipulation
        and Request with the Superior Court for the State of California, for the
        County
        of Los Angeles (the “Court”). PubliCARD’s counsel shall transmit a copy of the
        Stipulation and Request as filed with the Court to counsel for the Ross
        Parties.

      


      3.  Releases
        of PubliCARD.
        Upon
        the Ross Parties’ receipt of the payment described in Paragraph 1 of this
        Agreement and the Releases described in Paragraph 4 of this Agreement becoming
        effective:

      


      (A).
        Specific
        Release.
        The
        Ross Parties, on behalf of themselves and all of their affiliated, related,
        or
        parent companies or entities (the “Ross Releasors”), for good and valuable
        consideration, the receipt and adequacy of which is hereby acknowledged,
        including in consideration of this Settlement Agreement, hereby release and
        forever discharge the PubliCARD Parties and their employees, agents, principals,
        officers, directors, shareholders, investors, affiliated, related or parent
        companies or entities, their insurers and their attorneys (the “PubliCARD
        Releasees”) from any and all claims, demands, rights, actions, causes of action,
        suits, obligations, damages, judgments, contracts, decrees, controversies,
        liabilities, demands, rights of contribution and/or indemnification, costs,
        expenses, or attorneys’ fees, of whatever kind or nature, fixed or contingent,
        liquidated or unliquidated, foreseen or unforeseen, accrued or not accrued,
        at
        law or equity, whether individual, class, or derivative in nature, under
        any
        statutory, contract, tort or other theory, for intentional or negligent or
        other
        wrongdoing, for compensatory, consequential, punitive or exemplary damages
        or
        any damages or relief whatsoever, from the beginning of the world to the
        date
        present, which the Ross Releasors have, had, or can, shall, or may hereafter
        have against the PubliCARD Releasees by reason of any matter, cause or thing
        whatsoever arising out of or related to the complaint in the Lawsuit, the
        answer
        and the allegations and defenses contained therein, or arising out of or
        related
        to the investments that the Ross Parties made which are the subject of the
        complaint (the “Specific Released Matters”). The Ross Releasors may, after
        executing this Agreement, discover facts other than or different from those
        which they know or believe to be true with respect to the PubliCARD Releasees
        relating to the Specific Released Matters. Notwithstanding any such discovery
        of
        facts, the Ross Releasors waive and fully, finally and forever settle and
        release any known or unknown, suspected or unsuspected, contingent or
        noncontingent claim that accrued prior to the entry of this Agreement, whether
        or not concealed or hidden, without regard to the subsequent discovery or
        existence of such other or different facts.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (B).
        General
        Release.
        The
        Ross Parties, for good and valuable consideration, the receipt and adequacy
        of
        which is hereby acknowledged, including in consideration of this Settlement
        Agreement, hereby release and forever discharge the PubliCARD Parties from
        any
        and all claims, demands, rights, actions, causes of action, suits, obligations,
        damages, judgments, contracts, decrees, controversies, liabilities, demands,
        rights of contribution and/or indemnification, costs, expenses, or attorneys’
        fees, of whatever kind or nature, fixed or contingent, liquidated or
        unliquidated, foreseen or unforeseen, accrued or not accrued, at law or equity,
        whether individual, class, or derivative in nature, under any statutory,
        contract, tort or other theory, for intentional or negligent or other
        wrongdoing, for compensatory, consequential, punitive or exemplary damages
        or
        any damages or relief whatsoever, from the beginning of the world to the
        date
        present, which the Ross Parties have, had, or can, shall, or may hereafter
        have
        against the PubliCARD Parties by reason of any matter, cause or thing
        whatsoever. The Ross Parties may, after executing this Agreement, discover
        facts
        other than or different from those which they know or believe to be true
        with
        respect to the PubliCARD Parties. Notwithstanding any such discovery of facts,
        the Ross Parties waive and fully, finally and forever settle and release
        any
        known or unknown, suspected or unsuspected, contingent or noncontingent claim
        that accrued prior to the entry of this Agreement, whether or not concealed
        or
        hidden, without regard to the subsequent discovery or existence of such other
        or
        different facts.

      


      4.  Releases
        of Ross.
        Upon
        the Ross Parties’ receipt of the payment described in Paragraph 1 of this
        Agreement and the Releases described in Paragraph 3 of this Agreement becoming
        effective:

      


      (A).
        Specific
        Release.
        The
        PubliCARD Parties, on behalf of themselves and all of their affiliated, related,
        or parent companies or entities (the “PubliCARD Releasors”), for good and
        valuable consideration, the receipt and adequacy of which is hereby
        acknowledged, including in consideration of this Settlement Agreement, hereby
        release and forever discharge the Ross Parties and their employees, agents,
        principals, officers, directors, shareholders, investors, affiliated, related
        or
        parent companies or entities, their insurers and their attorneys (the “Ross
        Releasees”) from any and all claims, demands, rights, actions, causes of action,
        suits, obligations, damages, judgments, contracts, decrees, controversies,
        liabilities, demands, rights of contribution and/or indemnification, costs,
        expenses, or attorneys’ fees, of whatever kind or nature, fixed or contingent,
        liquidated or unliquidated, foreseen or unforeseen, accrued or not accrued,
        at
        law or equity, whether individual, class, or derivative in nature, under
        any
        statutory, contract, tort or other theory, for intentional or negligent or
        other
        wrongdoing, for compensatory, consequential, punitive or exemplary damages
        or
        any damages or relief whatsoever, from the beginning of the world to the
        date
        present, which the PubliCARD Releasors have, had, or can, shall, or may
        hereafter have against the Ross Releasees by reason of any matter, cause
        or
        thing whatsoever arising out of or related to the Specific Released Matters.
        The
        PubliCARD Releasors may, after executing this Agreement, discover facts other
        than or different from those which they know or believe to be true with respect
        to the Ross Releasees relating to the Specific Released Matters. Notwithstanding
        any such discovery of facts, the PubliCARD Releasors waive and fully, finally
        and forever settle and release any known or unknown, suspected or unsuspected,
        contingent or noncontingent claim that accrued prior to the entry of this
        Agreement, whether or not concealed or hidden, without regard to the subsequent
        discovery or existence of such other or different facts.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (B).
        General
        Release.
        The
        PubliCARD Parties, for good and valuable consideration, the receipt and adequacy
        of which is hereby acknowledged, including in consideration of this Settlement
        Agreement, hereby release and forever discharge the Ross Parties from any
        and
        all claims, demands, rights, actions, causes of action, suits, obligations,
        damages, judgments, contracts, decrees, controversies, liabilities, demands,
        rights of contribution and/or indemnification, costs, expenses, or attorneys’
        fees, of whatever kind or nature, fixed or contingent, liquidated or
        unliquidated, foreseen or unforeseen, accrued or not accrued, at law or equity,
        whether individual, class, or derivative in nature, under any statutory,
        contract, tort or other theory, for intentional or negligent or other
        wrongdoing, for compensatory, consequential, punitive or exemplary damages
        or
        any damages or relief whatsoever, from the beginning of the world to the
        date
        present, which the PubliCARD Parties have, had, or can, shall, or may hereafter
        have against the Ross Parties by reason of any matter, cause or thing
        whatsoever. The PubliCARD Parties may, after executing this Agreement, discover
        facts other than or different from those which they know or believe to be
        true
        with respect to the Ross Parties. Notwithstanding any such discovery of facts,
        the PubliCARD Parties waive and fully, finally and forever settle and release
        any known or unknown, suspected or unsuspected, contingent or noncontingent
        claim that accrued prior to the entry of this Agreement, whether or not
        concealed or hidden, without regard to the subsequent discovery or existence
        of
        such other or different facts.

      


      5.  California
        Civil Code Section 1542.
        The
        foregoing releases in Paragraphs 3 and 4, above, extend to all rights of
        the
        releasing parties under Section 1542 of the California Civil Code and any
        similar or comparable law of any state, territory or jurisdiction, foreign
        or
        domestic including, without limitation, the United States, federal, state
        or
        local, which are hereby expressly waived by each party. Each party knowingly
        and
        voluntarily waives and relinquishes all rights and benefits afforded by Section
        1542 of the Civil Code of the State of California or similar or comparable
        federal, state, local or foreign law. Each party understands that the facts
        in
        respect of which the releases made in this Settlement Agreement are given
        may
        hereafter turn out to be other than or different from the facts in that
        connection now known or believed by him or it to be true; and each party
        hereby
        accepts and assumes the risk of the facts turning out to be different and
        agrees
        that this Settlement and Release Agreement shall be and remain in all respects
        effective and not subject to termination, modification and/or rescission
        by
        virtue of any such different facts.

      


      Section
        1542 of the Civil Code of the State of California provides as
        follows:

      “A
        general release does not extend to claims which the creditor does not know
        or
        suspect to exist in his favor at the time of executing the release, which
        if
        known by him must have materially affected his settlement with the
        debtor.”

      


      Each
        party agrees that he or it will forever refrain and forbear from commencing,
        instituting, and/or prosecuting any lawsuit, action, and/or other proceeding
        and/or making any claim against those persons and/or entities referenced
        in
        Paragraphs 3 and 4, supra, based upon or arising out of any claim, debt,
        liability, demand, agreement, contract, right of contribution and/or
        indemnification, obligation, statement, representation, guarantee, cost expense,
        promise, action, omission, and/or cause of action that is released and
        discharged by reason of this Settlement and Release Agreement.

      


      6.  Exclusions
        from Releases.
        Notwithstanding anything herein to the contrary, each of the following is
        specifically excluded from these releases:

      (a) Any
        dispute under this Settlement Agreement and/or any lawsuit, action, proceeding
        or claim to enforce its terms; and

      (b) Any
        obligation or duty created by this Settlement Agreement.

      


      7.  No
        Admissions.
        Neither
        this Agreement nor the performance under this Agreement is intended to be,
        and
        should not be construed as, an admission of liability by any party to any
        other
        party. It is agreed that neither party hereto shall offer this Agreement
        as
        evidence of liability of any other party in any litigation, action or
        proceeding, except in seeking to enforce the terms of this
        Agreement.

      


      8.  Confidentiality.
        The
        Ross Parties agree to keep the existence and terms of this Agreement and
        its
        exhibits confidential, and they will not be disclosed to any person or entity
        not a party to this Agreement or their corporate parents other than (1) as
        required by operation of law or court order; (2) to their auditors, accountants,
        and attorneys; (3) in any action or proceeding where the existence or terms
        of
        this Agreement or its exhibits are at issue, and a protective order or
        confidentiality agreement is sought in advance to limit dissemination and
        disclosure of this Agreement, its exhibits and their terms; or (4) to regulatory
        or other governmental authorities. All such persons or entities described
        herein
        to which such disclosure is made shall be advised that the disclosure is
        subject
        to the confidentiality provisions of this Agreement. In response to any inquiry
        from the press or other third parties, the Ross Parties may state that they
        have
        resolved their differences on an amicable basis.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      9.  Notices.
        All
        notices, demands, requests and other communications (collectively “Notices”)
        given or served by any party in connection with this Agreement shall be in
        writing. Notices shall be given (a) by mailing the same by certified or
        registered mail, postage prepaid, return receipt requested, (b) by hand delivery
        with receipt, or (c) by nationally recognized overnight courier with receipt
        as
        follows:

      Notices
        to Ross shall be sent to:

      


      Brent
        Zadorozny, Esq.

      Law
        Offices of Brent Zadorozny

      335
        North
        Maple Drive, Suite 222

      Beverly
        Hills, CA 90210

      Phone:
        310-276-0259

      Fax:
        310-271-9662

      


      -and-

      


      Leonard
        M. Ross, Esq.

      P.O.
        Box
        10539

      Beverly
        Hills, CA 90213

      Phone:
        310-278-8193

      Fax:
        310-278-9677

      


      Notices
        to PubliCARD shall be sent to:

      


      Aaron
        Rubinstein, Esq.

      Phillip
        A. Geraci, Esq.

      Kaye
        Scholer LLP

      425
        Park
        Avenue

      New
        York,
        NY 10022

      Phone:
        212-836-8000

      Fax:
        212-836-8689

      


      10.  Representation
        by Counsel.
        The
        parties separately acknowledge that they have been afforded ample opportunity
        to
        review and evaluate this Agreement prior to subscribing thereto and that
        they
        have been represented and assisted by counsel for that purpose. The parties
        acknowledge and agree that they enter into this Agreement freely and
        voluntarily, without duress or coercion of any kind, and as an informed and
        well-reasoned exercise of their respective business judgments. Further, each
        party shall be deemed the author of this Agreement for purposes of the
        Agreement’s construction, and therefore any ambiguity in this Agreement shall
        not be construed against any party on the grounds that a particular party
        drafted the purportedly ambiguous term(s) or prepared this
        Agreement.

      


      11.  Integration/Modification.
        This
        Agreement is completely integrated and contains the parties’ entire agreement
        and is intended to be enforceable according to its written terms. There are
        no
        oral agreements, promises, covenants, warranties or representations to the
        contrary or beyond the written terms of the Agreement upon which either party
        has relied in entering into this Agreement other than those expressly contained
        in the Agreement. This Agreement may be modified only by a writing signed
        by all
        parties hereto.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      12.  Further
        Cooperation to Effectuate This Agreement.
        The
        parties to this Agreement covenant and agree that, without expanding their
        substantive obligations hereunder, they shall do all acts and execute and
        obtain
        all documents, to the full extent necessary or appropriate, to implement
        and
        enforce this Agreement according to its terms.

      


      13.  Applicable
        Law/Jury Waiver.
        This
        Settlement and Release Agreement is entered into in the State of California
        and
        shall be construed and interpreted and enforced in accordance with its laws.
        The
        Parties hereto expressly waive any right they may have to a jury trial and
        agree
        that any proceedings under this Agreement, including without limitation to
        enforce or interpret its terms, shall be tried by a judge without a jury.
        The
        Parties understand that jury trial waivers are fully enforceable under
        California law.

      


      14.  Jurisdiction.
        The
        parties consent to the exclusive jurisdiction of the Court for the enforcement
        of this Agreement and any dispute that may arise hereunder. The parties agree
        that this Agreement shall be enforceable pursuant to California C.C.P. § 664 and
        hereby stipulate that the court will maintain jurisdiction to enforce this
        Settlement Agreement. 

      


      15.  Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective heirs, personal representatives, successors, and
        assigns.

      


      16.  Counterparts.
        This
        Agreement may be executed in separate counterparts, each of which shall be
        deemed and considered an original, and all of which, when fully executed,
        shall
        constitute one and the same instrument. A faxed counterpart of this Agreement
        shall be deemed to be an original, however the parties will also promptly
        deliver originals of executed counterparts to each other.

      


      17.  Attorneys’
        Fees, Costs, and Expenses.
        Each
        Party shall be solely responsible for its own attorneys’ fees, expenses, and
        costs related to the negotiation, execution, and delivery of this Settlement
        and
        Release Agreement.

      


      18.  Paragraph
        Titles.
        The
        titles to the paragraphs of this Settlement Agreement are solely for the
        convenience of the Parties and shall not be used to explain, modify, simplify,
        or aid in the interpretation of the provisions of this Settlement
        Agreement.

      


      19.  Corporate
        Power/Authorization.
        The
        parties to this Agreement have the corporate power and authority, and the
        legal
        right, to make, deliver, and perform under this Agreement, and have taken
        all
        necessary corporate actions to authorize execution, delivery, and performance
        under this Agreement. This Agreement has been duly executed and delivered
        on
        behalf of the signing parties. This Agreement constitutes legal, valid and
        binding obligations of the parties, enforceable against them in accordance
        with
        its terms.

      


      In
        Witness Whereof,
        the
        Ross Parties and the PubliCARD Parties have caused this Agreement to be duly
        executed and delivered on their respective behalf individually or by their
        respective officers as of August 5, 2005, and the persons signing below
        represent and warrant that they have been duly authorized to execute this
        Agreement on behalf of their respective corporations or entities.

      


      /s/Leonard
        M. Ross

      Leonard
        M. Ross

      Date:
        August 5, 2005

      


      Triro
        Equities Co.

      By:
        /s/Leonard M. Ross 

      Its:
        President of Rossco Holdings Inc., Partner

      Date:August
        5, 2005

      


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Leonard
        M. Ross Revocable Trust (u/d/t 12-20-85) 

      By:
        /s/Leonard M. Ross

      Its:
        Trustee     

      Date:
        August 5, 2005

      


      


      Rossco
        Holdings Incorporated

      By:
        /s/Leonard M. Ross 

      Its:
        President   

      Date:
        August 5, 2005

      


      Mill
        Equities Co.

      By:
        /s/Leonard M. Ross 

      Its:
        President of Rossco Holdings Inc., Partner

      Date:August
        5, 2005

      


      Lodgeco
        Properties, Ltd.

      By:
        /s/Leonard M. Ross 

      Its:
        President of Rossco Holdings Inc., General Partner

      Date:August
        5, 2005

      


      


      CHSC,
        Ltd.

      By:
        /s/Leonard M. Ross 

      Its:
        President of Rossco Holdings Inc., General Partner

      Date:August
        5, 2005

      


      


      PubliCARD,
        Inc.

      By:
        /s/Antonio L. DeLise

      Its:
        President

      Date:
        August 8, 2005

      


      
        /s/Harry
          I. Freund

        Harry
          I.
          Freund 

        Date:
          August 4, 2005

        


        


        /s/Jay
          Goldsmith

        Jay
          Goldsmith

        Date:
          August 4, 2005

        


        


        /s/Jan-Erik
          Rottinghuis

        Jan-Erik
          Rottinghuis

        Date:
          August 8, 2005

        


        


        /s/Antonio
          L. DeLise

        Antonio
          L. (“Tony”) DeLise    

        Date:
          August 8, 2005

        



      

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      


      The
        Foregoing Settlement Agreement 

      is
        Approved as to Form:

      


      


      Law
        Offices Of Brent Zadorozny

      


      
        	By:	
                /s/Brent
                  Zadarozny
Counsel for the Ross
                  Parties

              


      

       

      


      Kaye
        Scholer LLP

       

      
        	By:	
                /s/Aaron
                  Rubenstein
Counsel for the PubliCARD
                  Parties

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        10.1

      EXHIBIT
        A


       

      
 

      
        	
                KAYE
                  SCHOLER LLP
Jeffrey
                  S. Gordon, Bar Number
                  76574
1999
                  Avenue of the Stars, Suite 1700
Los
                  Angeles, California 90067-6048
Telephone:
                  310-788-1000
Fax:
                  310-788-1200      

              	Law Offices of Brent
                Zadorozny 
Brent
                Zadorozny, Bar Number 208468
335 North Maple Drive, Suite
                222
Beverly Hills, California 90210
Telephone: 310-276-0259
Fax:
                310-217-9662
	        
	 
	         
                 	
              
	KAYE
                SCHOLER LLP     
                Aaron
                  Rubinstein (pro hac vice)

                Phillip
                  A. Geraci (pro hac vice)

                425
                  Park Avenue

                New
                  York, New York 10022

                Telephone:
                  212-836-8000

                Fax:
                  212-836-8689

              	Attorneys for
                Plaintiffs


      

      


      Attorneys
        for Defendants

      


      SUPERIOR
        COURT FOR THE STATE OF CALIFORNIA

      


      FOR
        THE
        COUNTY OF LOS
        ANGELES

      


      
        	
                TRIRO
                  EQUITIES CO., a Texas general partnership; LEONARD M. ROSS, individually
                  and as Trustee of the LEONARD M. ROSS REVOCABLE TRUST (u/d/t 12-20-85);
                  ROSSCO HOLDINGS INCORPORATED, a California corporation; MILL EQUITIES
                  CO.,
                  a California general partnership; and LODGECO PROPERTIES, LTD.,
                  a Texas
                  limited partnership,

                 

                Plaintiffs,

                 

                v.
                  

                 

                PUBLICARD,
                  INC., a Pennsylvania corporation; HARRY I. FREUND, an individual;
                  JAY
                  GOLDSMITH, an individual; JAN-ERIK ROTTINGHUIS, an individual;
                  TONY
                  DELISE, an individual; and DOES 1 THROUGH 50, inclusive,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                CASE
                  NO. BC274583

                 

                 

                Stipulation
                  of Dismissal

                With
                  Prejudice

                 

                 

                 

                 

                 

                 

                 

                 

                Complaint
                  filed: May 28, 2002

                 

                 

              


      

      


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      IT
        IS
        HEREBY STIPULATED AND AGREED by and among the undersigned counsel to all
        of the
        parties to this action that the above action be dismissed with prejudice
        and
        without costs or attorneys’ fees to any party.

      


      
        	Dated:	
                Los
                  Angeles, California
August
                  5, 2005

              


      

       

      
        	 	 	Law Offices of Brent Zadorozny
	 	
              	
              
	 	By: 	
                /s/Brent
                  Zadorozny
Brent Zadorozny, Bar Number
                  208468

              
	 	 	
                335
                  North Maple Drive, Suite 222

                Beverly
                  Hills, California 90210

                Telephone:
                  310-276-0259

                Fax:
                  310-217-9662

                Attorneys
                  for Plaintiffs

              


      

       

      
         

        
          	 	 	Kaye Scholer LLP
	 	
                	
                
	 	By: 	
                  /s/Jeffrey
                    S. Gordon 
                    Jeffrey
                      S. Gordon, Bar Number 76574

                  

                
	 	 	
                  
                    1999
                      Avenue of the Stars, Suite 1700

                    Los
                      Angeles, California 90067-6048

                    Telephone:
                      310-788-1000

                    Fax:
                      310-788-1200

                    Attorneys
                      for Defendants

                  

                


        

         

      

       

      
        
          
          

        

        
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