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This Separation Agreement is entered into on April 24, 1998, by Richard Campbell Hughes ( herein Richard) and Jane McDonald Hughes ( herein Jane).

Richard and Jane have been married in 1983 in Albermarle County, Virginia. Richard and Jane presently live separate and apart. Richard lives at Meadowbrook farm while Jane lives at Foxwood Farm.

Richard and Jane acknowledges that irreconcilable differences exist between them and have cause the breakdown of their marriage. They separated on January 1, 1997 and have been living separate and apart since then.

Two children were born during the marriage:

(1) Ian Hughes, born March 14, 1983, age fifteen.

(2) Jessica, born May 17, 1990, age eight.

No other children resulted from the marriage. Jane is not currently pregnant.

Richard and Jane wish to enter into a comprehensive agreement wich will fully, fairly, and equitably settle all of their marital, familiar, financial, and property rights and obligation in such manner that it will not be necessary that such rights and obligation to be determined by a court.

Richard and Jane wish to provide for a fair and reasonable distribution of their marital property and separate property.

Richard and Jane understand that the term Amarital property@ means any property acquired during the marriage until the effective of this separation agreement, it includes retirement plans. Richard and Jane understand that the term A separate property@ means any property acquired during the marriage that was a gift to one of the spouses to the exclusion of the other, a compensation from personal injuries.

In determining the equitable distribution of their marital property, Richard and Jane have considered the factors set forth in Section 236 of the Domestic Relations Law.

Richard and Jane wish to arrive at an agreement concerning the custody of their two children.

Both Richard and Jane have secured independent counsel and advise pertaining to the negotiation.

Richard and Jane have arrived at mutually agreeable provisions concerning the custody and support of their minor children and also terminating and settling all property and other tights and obligations arising out of the marriage, either by statute or common law.

Separation and non-molestation

1.1 Richard and Jane may at all times live separate and apart for the rest of their lives at any place he or she chooses. No control or interference or authority can be exercised by either party upon the other. Both can for his or her separate benefit engage in any business, employment or profession.

1.2. Neither party shall molest, disturb, interfere with each other or compel the other to live with him or her. Neither party shall make derogatory statements about the other to their children.

1.3 On the effective of this agreement, neither party will be able to interfere with the other=s ownership, enjoyment, or disposition of any property, tangible and intangible, real and personal, currently owned or acquired after.

Inducement to Agreement

2.1 It is understood that Richard and Jane into this agreement upon the validity and accuracy of each spouse=s estate and net worth. In the event that either of them discovers that the estate, net worth or income is not substantially as reflected, then each spouse at his or her option may seek additional support, property division consistent with the newly discovered information.

Enforcement

3.1: Richard and Jane agree that this agreement may be enforced in any court of competent jurisdiction by petition.

3.2 Richard and Jane agree that the party who is not successful in seeking compliance will bear the costs. If the party seeking compliance with this agreement is successful, the losing party should bear the costs.

3.3 Costs include, but are not limited to, counsel fees, court costs, investigation and travel fees.

Binding effect

4.1 All stipulations, provisions and covenant shall apply to, bind the heirs, executors, personal representatives and assigns of the parties.

Governing Law

5.1 This agreement should be governed by New York Domestic Relations Law.

Severability of provisions

6.2 If any provision of this agreement shall be deemed by a court of competent jurisdiction to be invalid, any other provision shall not be affected an remain in full effect. But the same clause if valid in another state should be in full effect.

Modification or waiver of the terms of the agreement.

7.1 No modification or waiver of the terms of this agreement should be valid unless made in writing and executed in the same fashion. No waiver to a breach of default shall constitute a waiver to any subsequent breach of default of the same term. The failure to insist on full compliance shall not constitute a waiver of the right to insist upon strict compliance of the same term or any other term.

7.2 No waiver can be made regarding child support obligations.

Advice of counsel and full disclosure

8.1 Richard and Jane acknowledge that they entering this agreement without any coercion or under any duress, that they have fully disclosed any relevant information regarding their income and assets.

8.2 Richard and Jane acknowledge that they have seek and retain independent legal counsel, namely Peter Nash Swisher for Richard and 2045 for Jane.

Counsel Fees

9.1 It is understood by both Richard and Jane that they will be responsible for any legal fees arising out of the divorce proceedings.

DIVISION OF PROPERTY

10.1 Richard and Jane agree to divide all the property equitably and fairly between them to their mutual satisfaction.

10.2 Jane shall retain all of her furniture that has been moved out, her jewelry, clothing and personal effects.

10.3 Richard shall retain all of his clothing, jewelry and personal effects and all his personal furniture.

10.4 Richard agrees that Jane should obtain the ownership of the antique English oak dining room set the twelve seats as well as the Wedgewood China.

10.5 Jane agrees that Richard should obtain the ownership of the 1890 Pastoral oil painting by Edward Walton.

Real property

Pursuant to Section 236, Part B, of the Domestic Relations Law of the State of New York, the parties agree to the following distribution of their property as property settlement between them.

11.1 Jane and Richard agree to the following estimates for the different properties, were they marital or separate. They also agree to forego any claim on any property that is taken care of in this Agreement.

11.2 Jane and Richard agree that Meadowbrook Farm, which was never a marital property because Richard inherited it prior to the marriage, is valued at three million dollars. In case of death, Richard agrees to execute a will whereby the ownership of the Meadow/brook Farm will be held jointly by Ian and Jessica. In case of sale, Richard agrees to set up a trust fund in the name of Ian and Jessica Hughes where 25% of the proceeds of the sale will be deposited.

11.3 Jane and Richard agrees that the Complete Equine is valued at seven hundred thousand dollars

11.4 Richard agrees to execute a deed conveying to Jane the sole ownership of the Complete Equine under the condition that Jane executes a will providing that her children shall inherit jointly the ownership of the business upon her death if she hasn=t sold the property. In case of the sale of the Complete Equine, Jane agrees to set up a fund in favor of her children where 50% of the proceeds of the sale will be deposited , Jane will retain the other half for herself.

11.5 Richard and Jane jointly own a small Farm, Foxwood with a mortgage of $300,000. Upon the execution of this agreement, Jane shall be entitled to the sole and exclusive occupancy of Foxwood Farm until of the first to occur of the following events:

(a) the death of Jane

(b) Jane=s cessation of use of Foxwood Farm as her permanent place of residence;

(c) Jane=s remarriage

(d) Receipt by Richard of Jane=s election to place Foxwood Farm for sale as provided by paragraph 11.6.

Upon Richard=s death, Jane will be entitled to the ownership of Foxwood Farm.

11.6 When any of the events set forth in paragraph 11.4 (a)(b)(c) and (d), the property shall be placed on the market for sale and sold as expeditiously as is reasonably possible. Jane agrees to make Foxwood Farm available at reasonable times for inspection by brokers, by Richard and by prospective purchasers. Prior to give the property in brokers= hands, the prior should agree in writing to fixed a price for sale as well as a fixed price minus the broker=s commission.

11.7 Upon the sale of the property, the proceeds shall be disbursed in the following order of priority:

(a) payment of the mortgage, if any payment on the mortgage are still due.

(b) payment of any expenses of the sale chargeable to the Seller.

(c) payment for any ordinary closing adjustments pursuant to the contract of sale.

(d) payment of any brokerage commission.

(e) payment of any attorney=s fees, provided that Jane and Richard had agreed on the retention of a single attorney and the fees had been agreed upon in advance.

(f) then, the balance of the proceeds shall be equally divided between Jane and Richard provided that neither party failed to make such payment in connection with the closing of the sale, such default will be deducted from his or her share of the proceeds.

11.8 Jane shall be liable for the payments of any expenses in connection with Foxwood Farm, including, but not limited to, the mortgage in the amount of $300,000, telephone, utilities, general repairs. In case, Richard fails to pay his spousal and child support as provided therein, Jane is entitled to ask Richard for the payment of any reasonable expenses.

11.9 Jane and Richard represents to the other that she or he has done nothing and will do nothing to encumber title to Foxwood Farm, excepted the lien of the mortgage.

Other intangible or tangible property

Pursuant to Section 236, Part B, d (1), the following property are considered separate property and shall remain separate property..

12.1 Jane understands that the Ajax Software corporation stock inherited by Richard upon the death of his father during the course of their marriage was and is separate property pursuant to section 236, Part B, d. (1)and because she had no participation in the increase of value of the said stock, she is not entitled to any benefit or payment made in connection with the stock. She waives and relinquishes, now and forever, any and all claim to the ownership of such stocks.

12.2 Richard understands that the undeveloped timber land in Goochland County, called Bramblewood which Jane inherited during the course of their marriage, was and is separate property pursuant to section 236 Part B, d (1) because no improvements were made by either spouse and because the value of the property may increase due to external circumstances. He waives and relinquishes, now and forever, any and all claim to the ownership of such stocks.

12.3 Jane and Richard agree to close the joint bank account from Colonial National Bank after paying the money owed on the two Signet Bank Visa Cards and on the Gold Citybank Mastercard which total amount is $22257.28. This amount deducted from the $36,542.25 on the joint account leaves Jane and Richard to share equally $14,284.97. Thus Richard should receive $7,142.85 and Jane should receive the same amount.

12.4 Jane shall have the sole and exclusive right, title and interest in and to all funds on deposit in the checking account maintained by her at Scrooge and Donald Bank, New York (account No. 3425123-980)

Richard waives and relinquishes, now and forever, any and all claims to the ownership of the funds deposited or hereinafter deposited.

12.5 Richard shall have the sole and exclusive right, title and interest in and to all funds on deposit in the checking account maintained by him at Willie and Mip-Mip Bank, New York (Account No. 345627-897).

Jane waives and relinquishes, now and forever, any and all claims to the ownership of the funds deposited or hereinafter deposited.

12.6 Richard and Jane agree to the maintenance of the Family health insurance policy from Trigon Blue Cross/Blue Shield for the benefit of their children. The insurance should be amended to the effect that neither Richard nor Jane should be covered by the policy. The premiums should be paid alternatively by Jane or Richard. In case, either Jane or Richard defaults on one payment, the other spouse should pay the premium for the protection of the Children. However, the parent who paid the premium will be exempt from payment of any other premium she should pay subsequently until, the defaulted parent has paid the same amount of money in connection with the premiums. In case, the defaulted parent still does not pay the premiums, the other parent may petition the court for reimbursement of the premiums.

12.7 Richard and Jane agree that Richard will maintain the life insurance policies. The one where Jane is a beneficiary until she remarries or until her death. The second where the children are beneficiaries until any of the following events have occurred:

(a) Either Ian or Jessica has been emancipated; or

(b) either Ian or Jessica attains the age of majority; or

(c) until one the children dies.

Even if any of the following events has occurred, Richard may decide to continue to maintain the life insurance policy in favor of the remaining child who has not been emancipated, or attained the age or majority, or died.

12.8 In exchange of the maintenance of the life insurance with Jane as beneficiary, Jane agrees to subscribe a life insurance in the amount of $250,000 in favor of Richard. She agrees to maintain the life insurance until Richard remarries or dies.

12.9 Richard and Jane agree to waive and relinquish any and all claim on the retirement plans that each spouse owned. Richard will retain ownership of the Keogh retirement plan. Jane will retain ownership of the IRA retirement plan. Richard agrees to assign 50% of any payment on his stock and bonds that he put away for retirement to Jane unless she remarries.

Child custody

13.1 Richard and Jane agree to joint custody of their daughter, Jessica. They further agree that Jane shall have sole custody of their son, Ian.

13.2 The parties agree that it is in the best interest of the children that Jane shall have the primary physical custody of Ian and Jessica as she has been their primary caretaker since the separation. However she may not relocate herself and the children without the written consent of Richard, if the relocation is out of the New York State.

13.3 Richard and Jane agree that they will not, at any times, attempt to alienate the children from the other parent.

13.4 Richard acknowledges that he has some relationship problems with Ian and that he agrees to undertake counseling to better his relationship with his son.

13.5 Richard will have visitation rights described as follows:

(a) regarding Jessica, he will have her every weekend, starting a week after the effective date of this Agreement starting from Friday 6 pm to Sunday 6 pm, those time may be changed with mutual consent of Richard and Jane if they are not satisfactory. He will also have her every other school holiday starting with the next school holiday after the effective date of this Agreement. For Summer holidays, Richard will have her every other year for the entire period.

(b) regarding Ian, because of their relationship, it has been agreed that the visitation rights will be first limited and then enlarged as follows:

(1) every three weeks for the first year, Richard will have his son for the weekend from Friday 6pm to Sunday 6pm.

(2) the second year, Richard will have his son every other weekend from Friday 6pm to Sunday 6pm.

(3) from the third year, Ian and Richard will arrange any visitation as Richard will have attained the age of majority.

(4) regarding school holidays, Ian will only spend one school holiday out of all of them during the first year. Richard and Jane agree to choose later on which school holiday.

(5) for the second year, Ian will spend every other school holidays with his father.

13.6 In case the relationship between Richard and his son does not improve through counseling, Richard agrees that he will lose any custody on his son.

!3.7 Regarding birthdays of either Ian and Jessica, Richard and Jane agree that they will make all reasonable efforts to spend this special day together.

If Jane=s birthday falls on a visitation day or during a visitation period, Richard agrees to forfeit his visitation right for this particular day. Jane agree to do the same if Richard=s birthday fall on a non visitation day or a non visitation period.

13.8 Because Jane and Richard are of different religions, Richard being Christian and Jane being Jewish, Richard and Jane have agreed that Christmas holidays will be divided in halves. Richard having the children for the part where Christmas falls; Jane having the second part of the holidays. Richard agree to forfeit any weekend visitation rights, if Hanukkah falls on one of those weekends.

13.9 Richard and Jane agree that:

(a) each party shall keep the other informed as to the residence and whereabouts of either or both children;

(b) In case of an illness, or an accident of one of the children, the one who had custody at the time should promptly inform the other parent.

(c) because Richard and Jane have joint custody of both children, they are entitled to any reports made by third parties concerning the health, education or welfare of Ian and Jessica. If a parent refused to hand these reports, the other parent may consult another third party on the same issues. The expenses incurred due to the refusal of the other parent to hand the reports should be borne by the refusing parent. Either parent have authority to communicate with the children=s teachers, counselors, doctors and other third party involved in the upbringing or welfare of the children.

13.10 The children shall have the right to communicate with the parent they are not living with at any time of their choosing. Richard and Jane agree that they have a right to call their children at the other parent=s residence at least once a week, the day may be fixed by the parents so that the children ought to be at home when the parent calls.

13.11 if any of the children should become sick, the other parent should have a right to visit his or her child at a time agreed upon by both Richard and Jane.

13.12 Richard and Jane agree that it is important that the children are not cut off from their remaining grandparents. As such, they will not interfere with the other parent=s parents to see and visit their grandchildren.

13.13 Richard and Jane agree that it is in the best interest of the children not to be left alone with the parent=s new girlfriend or boyfriend for the first two years. As such, Richard agrees that his current girlfriend will take no part in the upbringing of the children.

13.4 Richard and Jane agree to be discreet in any subsequent relationship if they have not married the other person. They also agree not to interfere and not to bring any action on the basis of someone else living in the residence where the children live, unless such relationship is proved to be detrimental to the children.

Child Support

The parties, having considered their respective financial circumstance, their respective present and future earning capacities, and the relevant factors for child support set forth in Section 236, Part B, and Section 240 of the Domestic Relations Law of the State of New York, agree as follows with respect to child support:

14.1 Effective as of the first Monday in the first full month following the effective date of this Agreement, the husband shall pay to the wife the sum of 2000 dollars ($2000) per month as and for the support and maintenance of the Ian and Jessica Hughes. Such payment shall be made in cash, check or money order payable to the mother and transmitted to her not later than the Monday of the first full calendar year of each month.

14.2 Child support will be terminated on the occurrence of the following events:

(a) Jane=s death;

(b) Richard=s death with the condition that a trust-fund will be set up for the children in this case.

(c) the emancipation of both children.

14.3 Richard and Jane acknowledge that their presently legal duty to support their children expires when each children reaches the age of 22 unless such child is a full-time college student, or living in the home of the parent seeking or receiving child support until such child reaches the age of 22 or graduates from college whichever occurs first.

14.4 Richard and Jane acknowledge that the provisions for child support made therein deviate from the basic child support obligation as calculated by the Child support Standards Act. The amount as calculated pursuant to the Child Support Standards Act would have been $1000 and the reasons why this agreement does not provide of the said amount are that the Richard and Jane realized that small child support would not be in the best interest of the children and because of the health status of Jane who may have to hire extra help if her medical condition does not improve or deteriorates.

14.5 Richard and Jane agree that Jane will not declare the child support payment on her gross income, and Richard will not declare the same amount as set forth in Paragraph 14.1 for deduction purposes in his tax returns.

EDUCATIONAL TRUST FUND

15.1 Richard and Jane agree to establish a trust fund in the name of Ian and Jessica Hughes. This trust fund should be established for the purpose of paying for the college education of both children indifferently. An initial deposit of five thousand dollars ($5000) shall be made by Richard, Jane agrees to deposit the same amount of money in the trust. The initial deposit shall be made on the first day of the effective date of the trust fund opening. The trust fund will be maintained at Batman and Robin Bank in the form of a savings account. Richard and Jane are named trustees to administer and fund the trust fund as follows:

(a) Richard agrees to deposit one thousand dollars every year.

(b) Jane agrees to deposit one thousand dollars every year.

Spousal Support

16.1 The parties, having considered their respective financial circumstances, their respective and future earnings, and the relevant factors for spousal and child support set forth in Section 236, Part B of the Domestic Relations Act of the State of New York, agree to the following:

16.2 Effective as of the first Monday in the first full month following the execution of this agreement by both parties, Richard shall pay to Jane, the sum of five hundred dollars per month as and for her support and maintenance Such payments shall be made by check or money order, payable to Jane, and transmitted to her by not later than the Monday of the first full calendar week of each month.

16.3 Richard=s obligation to make payments for the support and maintenance of Jane shall terminate completely upon the occurrence of the one of the following events:

(a) Jane=s death;

(b) Richard=s death; or

(c) Jane=s remarriage.

16.4 Richard and Jane agree that the spousal support set forth in paragraph 16.2 is subject to change by a court of competent jurisdiction until the duration of the support expires on a showing of substantial change of circumstance. The court has complete discretion in reevaluating the spousal support.

16.5 Richard and Jane agree that Jane shall declare the spousal support in her gross income and Richard is allowed to deduct from his tax returns any payments made in accordance with paragraph 16.2.

Disability

17.1 If by reason of illness or disability and consequent inability to work, Richard is unable to make payments provided for in Article XIV and XVI due to a cessation in his regular source of income, and provided that a physician=s statement certifying to such inability to work is furnished each month to Jane, then 35% of the payments due during such period of disability shall be deducted from the payments. Jane will not be entitled to the full amount of spousal support until the disability disappears. She waives and relinquishes any and all claim of the 35% of the payments. However, the spousal and child support shall be increased by 10% for a period equal to the period of disability.

Emancipation events

18.1 "Emancipation" of a child as used in this Agreement shall be deemed to have occurred upon the earliest to happen of any of the following events:

(a) the child attaining the age of 21 years, unless the child shall be pursuing a reasonably continuous course of college education leading to an undergraduate degree as a full-time day, undergraduate student, at an accredited college or university, in which event emancipation shall not take place until the occurrence of the earlier of (i) such degree is awarded to the child or (ii) the child attains the age of 22 years, unless another emancipation event shall have occurred previously;

(b) marriage of the child, even though such marriage may be void or voidable, and despite any subsequent annulment or termination thereof;

(c) entry of the child into the military service, such emancipation to continue only as long as the child is active in such military service; in the event of discharge prior to the happening of another emancipation event, the child shall again be deemed to be unemancipated until the occurrence of another emancipation event;

(d) a child's engaging in full-time employment; full-time employment during a scheduled school recess or vacation period shall not, however, be deemed an emancipation event; and

(e) death of a child.

Tax considerations

19.1 Jane and Richard acknowledge that they have heretofore filed and, as provided below may hereafter, file joint income tax returns with the appropriate federal and state taxing authorities. Except as otherwise provided herein, all liabilities on any such joint income tax returns, whether heretofore or hereafter filed, shall be equally borne by Jane and Richard and all refunds on such returns shall be equally divided by the parties. Richard and Jane each warrant and represent to the other that to the best of his or her knowledge all federal, state, and local income tax returns on all joint returns heretofore filed by them have been paid, and that no interest or penalty is due with respect thereto, and that no tax deficiency proceeding is pending or threatened thereon. In the event that any claim is made or liability imposed on account of additional tax, interest or penalty or adjustment arising out of any joint return heretofore filed or which may be hereafter filed, which liability is attributable to understated income and/or overstated deductions of one of the parties hereto, which was not known to the other, then such claim or liability shall be the responsibility of the party whose understated income or overstated deductions resulted in the claim or liability and that party hereby indemnifies and holds the other party harmless from any loss, expense (including reasonable attorney's fees and disbursements) and damage on account thereof.

19.2 For the year 1998, Jane agrees, if so requested by the Richard, to file joint income tax returns with him. Jane further agrees to provide to the Richard promptly but in no event later than 1999, all forms, documents and information as may be reasonably required or desirable to prepare said income tax returns. Richard may retain accountants of his sole selection to prepare such returns but he shall be solely and exclusively liable for the cost thereof. In the event that Jane fails or refuses to execute any such joint returns after request that she do so, the Husband is hereby authorized to execute any of the same on her behalf and shall promptly furnish a copy of each return to Jane.

19.3. The parties agree that they will file separate income tax returns for the year 1999 and for any subsequent year during which the parties shall remain married.

D. The parties further agree that they will cooperate with each other in the event that any audit, claim, tax deficiency or other proceeding is brought by the relevant taxing authorities against the parties on account of any joint return heretofore or hereafter filed. The parties further agree, subject to the provisions of Paragraph 19.1, that the costs and expenses of defending such a proceeding shall be borne in the first instance by Richard, including, but not limited to the fees and expenses of accountants and attorneys. Richard, however, shall have the sole right to select accountants and attorneys and Jane agrees to cooperate with any such accountants or attorneys selected by Richard.

Medical and dental provisions

20.1 As Richard agree to maintain the family health insurance policy in favor of Ian and Jessica, he agrees to maintain it in effect for medical and dental expenses.

20.2 Ordinary uninsured medical and dental expenses include items such as routine checkups and treatment, filling of simple cavities, minor ailments, and drug supplies incident to the treament of such ailments.

20.3 Extraordinary uninsured medical and dental expenses are those that are not ordinary pursuant to paragraph 20.2.

20.4 Jane and Richard agree to open a joint account for the purposes to pay all noninsured treatments. Both parents have control and authority to withdraw from the said account for this purpose only. Both parents are entitled to inspect the books and have a second opinion prior to any treatment ordered by the physician.

20.5 Jane and Richard understand that an order or decree may be entered incorporating this agreement which may qualify as a Qualified Medical Child Support Order.

No encumbrance of debt

 21.1 Except as otherwise stated herein, Jane represents, warrants and covenants that she has not heretofore, nor will she hereafter incur or contract any debt, charge, obligation or liability whatsoever for which Richard, his legal representatives or his property or estate is, or may become liable. Jane agrees to indemnify and hold Richard harmless from all loss, expense (including reasonable attorney's fees) and damages in connection with or arising out of a breach by Jane of her foregoing representation, warranty and covenant.

21.2 Except as otherwise stated, Richard represents, warrants and covenants that he has not, nor will he, incur or contract any debt, charge, obligation or liability whatsoever for which Jane, her legal representatives or her property or estate is, or may become liable, and that he shall assume and be solely responsible for all liabilities and obligations for which the parties are or may become liable. Richard agrees to indemnify and hold Jane harmless of loss, expenses (including reasonable attorney's fees) and damages in the event that a claim is made upon Jane in connection with or arising out of a breach by Richard of his foregoing representation, warranty and covenant.

Testamentary Provisions

22.1 Richard shall have the right to dispose of his property by Last Will and Testament in such manner as he may, in his uncontrolled discretion deem proper, and with the same force and effect as if Jane had died during his lifetime with the limits set up in Article XI concerning the ownership of Meadowbrook Farm . Richard covenants that he will permit any Will of Jane to be probated, and if she shall die intestate, will allow administration of her personal estate and effects to be taken out by the person or persons who would have been entitled thereto had he died during her lifetime.

22.2 Jane shall have the right to dispose of her property by Last Will and Testament in such manner as she may, in her own uncontrolled discretion deem proper, and with the same force and effect as if Richard had died during her lifetime with the limits set up in Article XI concerning the ownership of the Complete Equine. Jane covenants that she will permit any Will of Richard to be probated, and if he shall die intestate, will allow administration of his personal estate and effects to be taken out by the person or persons who would have been entitled thereto had she died during his lifetime.

Arbitration

23.1 In the event that any controversy or dispute shall arise between the parties concerning any of the provisions of this agreement, the parties agree to submit the same to arbitration through or in accordance with the rules and regulations of the American Arbitration Association, in the City of New York, Manhattan, and agree that all such disputes and controversies shall be determined by such arbitration and the parties hereto agree to accept and abide by any decision that shall be made or award given in such arbitration and that any party hereto shall be entitled to the entry of judgment upon such award or decision upon application to the Supreme Court of the State of New York in New York County, upon 10 days notice served by registered mail, return receipt requested, addressed to the last known residence or post office address of the party to whom such notice is given. The aforesaid arbitration shall be held in the City of New York, and State of New York.

Resolution of disputes by simplified procedures

24.1 If no agreement can be reached through private arbitration, it is agreed by and between Jane and Richard in the event that any controversy arises between the parties with respect to the terms or conditions of the agreement or with respect to the duties or obligations of any of the parties , said controversy shall be submitted to the Supreme Court of the State of New York, County of Nassau for determination pursuant to the New York Simplified Procedure for Court Determination of Disputes, as provided for by CPLR 3031 et seq.

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed to be an original.

The respective parties above named have executed this Agreement as of the day and year first written above.

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

                                Richard Hughes

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

                                Jane McDonald Hughes

ACKNOWLEDGMENTS

STATE OF NEW YORK  

COUNTY OF  Nassau  

On the 24 day of April, 1998, before me personally came Richard Hughes, to me known and known to me to be the individual described in, and who executed the foregoing instrument, and duly acknowledged to me that he executed same.

Theodore Pamprenelle

                           Notary Public

STATE OF NEW YORK  

COUNTY OF Nassau

On the 24 day of April, 1998, before me personally came Jane McDonald Hughes, to me known and known to me to be the individual described in, and who executed the foregoing instrument, and duly acknowledged to me that she executed same.

Theodore Pamprenelle

                                          Notary Public