Exhibit 7
FIRST AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE
This First Amendment to Settlement Agreement and Release (this
"Amendment") is made and entered into as of the 8th day of October, 1996, by and
between The Xxxxx Corporation ("Xxxxx"), a Massachusetts corporation with a
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
000000, and Liquidity Financial Group, L.P. ("Liquidity") individually and on
behalf of certain Affiliates as defined in the Agreement (as hereinafter
defined), a California limited partnership with a principal place of business at
0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the parties entered into a Settlement Agreement and
Release dated the 27th day of June, 1996 (the "Agreement") and desire to amend
the Agreement to eliminate a possible ambiguity, as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 4(d) of the Agreement shall be and hereby is
amended by adding, at the end of said section following the semicolon, the
following clause:
provided, however, that Liquidity and Liquidity
Affiliates shall not be deemed to be acting in a
"group" in violation of this Section 4(d) solely by
virtue of their voting their interests in compliance
with Section 4(a) of this Agreement;
2. Except as expressly set forth above, the Agreement shall
remain in full force and effect without amendment or modification.
IN WITNESS WHEREOF, the parties have executed this Agreement
under seal as of the date first above written.
LIQUIDITY FINANCIAL GROUP, L.P. THE XXXXX CORPORATION
By: Liquidity Financial
Corporation, its general partner
By: s/Xxxxx Xxxxxxxxx By: s/Xxxxxxxx Xxxxxx
------------------------ ------------------------
Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx
President President
