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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
ROSE INTERNATIONAL, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
777130105
----------------------------------------
(CUSIP Number)
WILLIAM MARCHES, 824 MORAGA DRIVE, BEL AIR, CA 90049 310-476-0773
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M & M GROUP, INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
BEL AIR, CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons -- Furnish the full
legal name of each person for whom the report is filed -- i.e., each person
required to sign the schedule itself -- including each member of a group.
Do not include the name of a person required to be identified in the report
but who is not a reporting person. Reporting persons are also requested to
furnish their Social Security or I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see "Special
Instructions for Complying with Schedule 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting
person describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless a joint filing pursuant
to Rule 13d-1(f)(l) in which case it may not be necessary to check row
2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in
making purchases as required to be disclosed pursuant to Item 3 of Schedule
13D and insert the appropriate symbol (or symbols if more than one is
necessary in row (4):
CATEGORY OF SOURCE SYMBOL
Subject Company (Company whose securities are being acquired)........ SC
Bank................................................................. BK
Affiliate (of reporting person)...................................... AF
Working Capital (of reporting person)................................ WC
Personal Funds (of reporting person)................................. PF
Other................................................................ OO
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization -- Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D)
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. -- Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All percentages
are to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4
[17 CFR 240, 13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person -- Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
CATEGORY SYMBOL
Broker-Dealer........................................................ BD
Bank................................................................. BK
Insurance Company.................................................... IC
Investment Company................................................... IV
Investment Adviser................................................... IA
Employee Benefit Plan, Pension Fund, or Endowment Fund............... EP
Parent Holding Company............................................... HC
Corporation.......................................................... CO
Partnership.......................................................... PN
Individual........................................................... IN
Other................................................................ OO
NOTES:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
3 3 of 7
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Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for Social Security or I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of determining
and disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the federal securities laws or other civil,
criminal or regulatory statements or provisions. Social Security or I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers may result in civil or
criminal action against the persons involved for violation of the federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring
to the text of the items. Answer every item. If an item is inapplicable or
the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Matter incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. An
express statement that the specified matter is incorporated by reference
shall be made at the particular place in the statement where the
information is required. A copy of any information or a copy of the
pertinent pages of a document containing such information which is
incorporated by reference shall be submitted with this statement as an
exhibit and shall be deemed to be filed with the Commission for all
purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate,
or other group, the information called for by Items 2-6, inclusive, shall
be given with respect to (i) each partner of such general partnership; (ii)
each partner who is denominated as a general partner or who functions as a
general partner of such limited partnership; (iii) each member of such
syndicate or group; and (iv) each person controlling such partner or
member. If the statement is filed by a corporation or if a person referred
to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the
information called for by the above mentioned items shall be given with
respect to (a) each executive officer and director of such corporation; (b)
each person controlling such corporation; and (c) each executive officer
and director of any corporation or other person ultimately in control of
such corporation.
ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
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ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership, limited
partnership, syndicate or other group of persons, state its name, the state or
other place of its organization, its principal business, the address of its
principal business, the address of its principal office and the information
required by (d) and (e) of this Item. If the person filing this statement or any
person enumerated in Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupations or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case;
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or sate
securities laws or finding any violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
(f) Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information required by
Item 2 with respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D ((S)240.13d-191), whichever is less, by the
persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4)
the price per share or unit; and (5) where and how the transaction was
effected.
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) ((S)240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
8-8-97 /s/ WILLIAM H. MARCHES
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Date Signature
WILLIAM H. MARCHES/PRESIDENT
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Name/Title
6
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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EXHIBIT A
MUTUAL GENERAL RELEASE
----------------------
THIS MUTUAL GENERAL RELEASE ("Release") dated as of this 8th day of August, 1997
is entered into by and between STRUTHERS INDUSTRIES, INC., ("Struthers") a
Delaware corporation, and M&M GROUP, INC. ("M&M") a Nevada corporation.
RECITAL
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WHEREAS, the parties to this Release entered into a Stock Purchase
Agreement on August 29, 1996 ("Agreement") for the acquisition of 5,250,000
shares of Rose International Ltd. common stock;
WHEREAS, pursuant to the Agreement, M&M executed a Promissory Note in
the amount of $4,000,000.00 ("Note") which was payable to Struthers; and
WHEREAS, Struthers now desires to release M&M from any and all
obligations arising under the Note.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which are hereby acknowledged, Struthers and M&M, for themselves and their
respective successors and assigns, hereby agree as follows:
ARTICLE 1.
DEFINITIONS
-----------
The following definitions shall be applicable to the terms set forth below as
used in this Release.
1.1 RELEASED STRUTHERS PARTIES. The term "Released Struthers
---------------------------
Parties" means: (a) Struthers Industries, Inc.; (b) WINCOM Corp.; (c) any and
all agents, subsidiaries, officers, directors, servants, employees, attorneys,
and all other persons and entities representing or acting on behalf of Struthers
Industries, Inc. and/or WINCOM Corp.; and (d) any other person or entity now,
previously or hereafter affiliated in any way with Struthers Industries, Inc.
and/or WINCOM Corp.
1.2 RELEASED M&M PARTIES. The terms "Released M&M Parties" means
---------------------
(a) M&M; (b) William Marches, individually; (c) any and all agents,
subsidiaries, officers, directors, servants, employees, attorneys, and all other
persons and entities representing or acting on behalf of M&M, and (d) any other
person or entity now, previously or hereafter affiliated in any way with M&M.
1.3 CLAIM OR CLAIMS. The terms "Claim" or "Claims" means any and
----------------
all rights, claims, demands, obligations, liabilities, indebtedness, breaches of
contract, breaches of duty or any
<PAGE>
relationship, acts, omissions, misfeasance, malfeasance, cause or causes of
action, debts, guarantees of any type or nature, arising from any cause or
source whatsoever, regardless of whether any of the foregoing be known or
unknown, suspected or unsuspected, liquidated or unliquidated, claimed or
unclaimed, and regardless of whether the same be based in contract, tort, breach
of duty, or any other legal or equitable theory of recovery.
ARTICLE 2.
RELEASE OF M&M CLAIMS
---------------------
2.1 RELEASE OF M&M CLAIMS. M&M does hereby fully, forever and
----------------------
irrevocably release, discharge and acquit the Released Struthers Parties from
any and all Claims.
2.2 M&M COVENANTS REGARDING LITIGATION. M&M irrevocably covenants
-----------------------------------
and agrees that it shall forever refrain from initiation, filing, instituting,
maintaining, or proceeding upon, or encouraging, advising or voluntarily
assisting any other person or entity to initiate, institute, maintain or proceed
upon any Claim of any nature whatsoever released in paragraph 2.1 above.
2.3 M&M REPRESENTATION. M&M hereby represents and warrants that it
-------------------
is the owner of and has not assigned, sold, transferred, or otherwise disposed
of any of the Claims released in paragraph 2.1 above, and that it has the full
power, authority and capacity to execute this Release and release the Claims
referenced in paragraph 2.1 above.
ARTICLE 3.
RELEASE OF STRUTHERS CLAIMS
---------------------------
3.1 RELEASE OF STRUTHERS CLAIMS. Struthers does hereby fully,
----------------------------
forever and irrevocably release, discharge and acquit the Released M&M Parties
from any and all Claims.
3.2 STRUTHERS COVENANTS REGARDING LITIGATION. Struthers irrevocably
-----------------------------------------
covenants and agrees that it shall forever refrain from initiating, maintaining,
or proceeding upon, or encouraging, advising or voluntarily assisting any other
person or entity to initiate, institute, maintain or proceed upon any Claim of
any nature whatsoever released in paragraph 3.1 above.
3.3 STRUTHERS REPRESENTATION. Struthers hereby represents and
-------------------------
warrants that it is the owner of and has not assigned, sold, transferred, or
otherwise disposed of any of the Claims released in paragraph 3.1 above, and
that it has the full power, authority and capacity to execute this Release and
release the Claims referenced in paragraph 3.1 above.
2
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ARTICLE 4.
MISCELLANEOUS
-------------
4.1 MUTUAL CONFIRMATION OF SCOPE OF RELEASE. As further consideration
---------------------------------------
for this Release, Struthers and M&M, for themselves and each of their respective
successors and assigns, hereby agree, represent, and warrant that the matters
released herein are not limited to matters that are unknown or disclosed, and
Struthers and M&M hereby waive any and all rights and benefits that they now
have or in the future may have conferred upon them by virtue of the provisions
of Section 1542 of the Civil Code of the State of California (or any other
statute or common law principles of similar effect), which Section 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.
In this connection, Struthers and M&M hereby agree, represent, and warrant that
they realize and acknowledge that factual matter now unknown to them may have
given or may hereafter give rise to causes of action, claims, demands, debts,
controversies, damages, costs, losses, and expenses that are presently unknown,
unanticipated, and unsuspected, and they further agree, represent, and warrant
that this Release has been negotiated and Agreed upon in light of that
realization and that, except as expressly limited above, they nevertheless
hereby intend to release, discharge, and acquit each other from any such unknown
causes of action, claims, demands, debts, controversies, damages, costs, losses,
and expenses.
4.2 RELEASE NOT AN ADMISSION. It is understood and agreed that the
------------------------
acceptance of delivery of this Release by Struthers and M&M shall not be deemed
or construed as an admission of liability by Struthers or M&M.
4.3 ADVICE OF COUNSEL. Struthers and M&M hereby agree, represent, and
-----------------
warrant that they have had advice of counsel of their own choosing in
negotiations for and the preparation of this Release, that they have read this
Release and have had the same read and explained to them by their counsel, and
that they are fully aware of its content and legal effect. This Release may be
pleaded as a full and complete defense to or be used as the basis for an
injunction against any action, suit, or other proceeding that may be instituted,
prosecuted, or attempted in breach of this Release. Struthers and M&M expressly
agree that the customary rule of contract interpretation to the effect that
ambiguities are to be construed or resolved against the drafting party shall not
be employed in the interpretation or construction of this Release.
4.4 ATTORNEY'S FEES. In the event an action is brought arising out of an
---------------
alleged breach of this Release, the prevailing party in said action will be
entitled to recover from the breaching party,
<PAGE>
in addition to any other relief provided by law, such costs and expenses as may
be incurred by the prevailing party, including court costs and attorney's fees
and disbursement and other costs and expenses, whether taxable or not.
4.5 SUCCESSORS AND ASSIGNS. This Release will be binding upon and for the
----------------------
benefit of the parties hereto and their respective successors, heirs, devisees,
executors, affiliates, representatives, assigns, officers, agents, and employees
wherever the context requires or admits.
4.6 GOVERNING LAW. This Release is governed by and shall be construed under
-------------
the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Release on the
day and year first above written.
STRUTHERS INDUSTRIES, INC.
By: /s/ Raoul L. Carroll
--------------------------
Raoul L. Carroll, CEO
M&M GROUP, INC.
By: /s/ William Marches
--------------------------
William Marches, President
