AN AGREEMENT made at New York, New York, on September 2, 1983, between ABC FOOD CORP., by Cohen & Cohen, its attorneys, JUDGMENT DEBTOR CORP., residing at 11 Main St., New York, NY 10013 and ASSUME THE DEBT CORP., residing at 12 South St., New York, NY 10014.

WHEREAS, ABC FOOD CORP., plaintiff-judgment creditor has recovered a judgment against JUDGMENT DEBTOR CORP., defendant-judgment debtor, in the Civil Court of the City of New York, County of New York, in the sum of $16,000.00 upon which an execution has been levied by City Marshal John Jones in the sum of $17,394.33;

WHEREAS, ABC FOOD CORP. has agreed not to enforce collection of the judgment and execution via a public auction sale of the business of JUDGMENT DEBTOR CORP. by the City Marshal and;

WHEREAS, JUDGMENT DEBTOR CORP. has agreed to make certain payments as hereinafter set forth in full payment of the judgment and execution and ASSUME THE DEBT CORP. has agreed to guarantee payment of the amounts due upon the judgment and execution;

1. JUDGMENT DEBTOR CORP. will pay the said sum of $17,394.33 as follows: $1,394.33 on September 2, 1983, $500.00 on October 2, 1983, $500.00 on November 2, 1983, $500.00 on December 2, 1983, and $500.00 on January 2, 1984, $1,000.00 on February 2, 1984, and $1,000.00 on the 2nd day of each month thereafter until the sum of $17,394.33 is paid in full.

2. All payments are to be made at the office of, and payable to, Cohen & Cohen, as attorneys, 130 W. 42nd Street, Suite 301, New York, New York 10036.

3. Should JUDGMENT DEBTOR CORP. default in making any one payment when due, and if the said default continues for a period of seven (7) days after written notice to both JUDGMENT DEBTOR CORP. and ASSUME THE DEBT CORP., then, in that event, and without further notice to either JUDGMENT DEBTOR CORP. or ASSUME THE DEBT CORP., ABC FOOD CORP., the plaintiff-judgment creditor, may proceed to enforce full collection of the balance due on its judgment and execution after crediting JUDGMENT DEBTOR CORP. with any payments received pursuant to this agreement.

_________________________		By:__________________________________
Secretary

IN WITNESS WHEREFORE, it is hereunto set my hand and seal this ____ day of September 1983.

ATTEST:

ASSUME THE DEBT CORP.

________________________		By:________________________________
Secretary

I, the undersigned, do hereby certify that the attached resolution by the Board of directors of ASSUME THE DEBT CORP. is a true copy of a resolution duly adopted in accordance with the By-Laws, by the Board of Directors of ASSUME THE DEBT CORP.

IN WITNESS WHEREOF, I have affixed my official signature and the seal of said corporation this 2nd day of September 1983.

CORPORATE SEAL:

_______________________________
Secretary

ATTEST:	__________________________
	President

RESOLVED that ABC FOOD CORP., the plaintiff-judgment creditor, and JUDGMENT DEBTOR CORP., the defendant-judgment debtor, have agreed to a payment schedule that will enable JUDGMENT DEBTOR CORP. to satisfy the judgment obtained and the execution levied against it in the action entitled ABC FOOD CORP. v. JUDGMENT DEBTOR CORP., in the Civil Court, New York County, Index Number 84202/82, a copy of such agreement is attached and incorporated herein by reference;

RESOLVED FURTHER that the Board of Directors of ASSUME THE DEBT CORP. has reviewed such agreement;

RESOLVED FURTHER that ASSUME THE DEBT CORP. shall assume the role of Guarantor for the faithful performance by JUDGMENT DEBTOR CORP. of the duties agreed to pursuant to the terms of the agreement between ABC FOOD CORP. and JUDGMENT DEBTOR CORP.

RESOLVED FURTHER that the Board of Directors authorizes the President of ASSUME THE DEBT CORP.. to enter into the guarantee agreement, on behalf of ASSUME THE DEBT CORP., a copy of which is attached and is incorporated by reference herein.