Exhibit C [Andrews Group Letterhead] July 1, 1997 By Fax: 203/254-2613 and By Certified Mail Return Receipt Requested Mr. Avi Arad c/o Avi Arad & Associates 1698 Post Road East Westport, Connecticut 06880 Dear Mr. Arad: This is to inform you that...

Exhibit C

                          [Xxxxxxx Group Letterhead]

                                   July 1, 1997

By Fax:  203/000-0000 and
By Certified Mail
Return Receipt Requested

Mr. Xxx Xxxx
c/o Xxx Xxxx & Associates
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000

Dear Xx. Xxxx:

          This is to inform you that Xxxxxxx Group Incorporated ("Xxxxxxx")
is hereby terminating the Stock Purchase Agreement, dated as December 27,
1996, as amended as of January 29, 1997, by and between Xxxxxxx and Xxx
Xxxx pursuant to Section 7.1 thereof.

                              Very truly yours,

                              XXXXXXX GROUP INCORPORATED

                              By: /s/ Xxxxx X. Xxxxxxxx

cc:  Battle Xxxxxx LLP
     Park Avenue Tower
     00 Xxxx 00 Xxxxxx
     Xxx Xxxx, Xxx Xxxx  00000
     Attention:  Xxxxxx X. Xxxxxxx, Esq.
                  Xxxx Xxxxxxxx, Esq.