SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
TPI ENTERPRISES, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class and Securities)
872623-10-3
(CUSIP Number of Class of Securities)
Stephen R. Cohen
Phillips Point East Tower, Suite 909
777 South Flagler Drive
West Palm Beach, Florida 33401
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1995
(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 because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen R. Cohen
S.S. # ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 1,145,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 1,000,000
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,145,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,000,000
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,145,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.2%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
SCHEDULE 13D
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
C&C Investment Holdings, L.P.
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
N/A
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
____________________________________________________________________
(7) SOLE VOTING POWER
1,000,000 See Items 5 and 6 for a
description of certain rights of
the partners of C&C Investment
Holdings, L.P. to cause the
voting of these shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 0
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH 1,000,000 See Items 5 and 6 for a
description of certain rights of
the partners of C&C Investment
Holdings, L.P. to cause the
disposition of these shares
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.9%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_______________________________________________________________________
This Statement amends and supplements the
Schedule 13D filed by Stephen R. Cohen dated November 23,
1987 (the "Original Schedule 13D"), as amended by the
Schedule 13D Amendment No. 1 dated November 30, 1990
("Amendment No. 1"), the Schedule 13D Amendment No. 2
filed by Mr. Cohen and C&C Investment Holdings, L.P.
("C&C") dated March 7, 1991 ("Amendment No. 2"), the
Schedule 13D Amendment No. 3 filed by Mr. Cohen and C&C
dated May 3, 1991 ("Amendment No. 3"), the Schedule 13D
Amendment No. 4 filed by Mr. Cohen and C&C dated May 6,
1992 ("Amendment No. 4"), the Schedule 13D Amendment No.
5 filed by Mr. Cohen and C&C dated August 19, 1993
("Amendment No. 5") and the Schedule 13D Amendment No. 6
filed by Mr. Cohen and C&C on May 26, 1994 ("Amendment
No. 6" and together with the Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amend-
ment No. 4, and Amendment No. 5, the "Schedule 13D"),
relating to the common stock, par value $.01 per share
(the "Shares"), of TPI Enterprises, Inc., a New Jersey
corporation (the "Company"), as set forth in this Amend-
ment No. 7. Capitalized terms not defined herein have
the meanings assigned thereto in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
The third sentence of Item 2 (a)-(c), (f) of
the Schedule 13D is hereby amended to read in its entire-
ty as follows:
Effective January 31, 1995 Stephen R. Cohen retired from
his position as Chairman of the Company and as a member
of the Board of Directors of the Company. Mr. Cohen
continues to be a director and officer of Maxcell Telecom
Plus, Inc., a wholly owned subsidiary of the Company
("Maxcell").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The first paragraph of Item 3 of the
Schedule 13D is hereby amended and restated to read as
follows:
Mr. Cohen owns 500,000 Shares (in addition to
the 1,000,000 Shares he may be deemed to beneficially own
as the general partner of C&C and as a result of the
Option Agreement described in Items 3, 4 and 6, and the
645,000 Shares he has the right to acquire pursuant to
presently exercisable options referred in Item 5 hereof).
The purchase price of the 500,000 Shares was paid with
Mr. Cohen's personal funds and funds originally advanced
to Mr. Cohen by Bear, Stearns & Co., Inc. and Shearson
Lehman Brothers Inc. (a predecessor of Smith Barney
Shearson Incorporated ("Smith Barney")) pursuant to
margin loans. As of February 1, 1995 Mr. Cohen has no
margin indebtedness with respect to such Shares to Bears,
Stearns & Co. or Smith Barney.
(b) Item 3 of the Schedule 13D is hereby
further amended by deleting the final sentence in the
third paragraph thereof and replacing it with the follow-
ing:
AMC has the right to sell the Option Shares (and thereby
terminate the Option) under the circumstances and in
accordance with the procedures summarized in Item 6
hereof. Mr. Cohen has been advised that on June 6, 1994,
AMC sold the remaining 75,144 Option Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by
adding the following paragraph at the end thereof:
On January 26, 1995, Mr. Cohen, the Company
and, with respect to certain provisions contained there-
in, Maxcell, entered into the Termination Agreement,
Receipt and Release (the "Termination Agreement") which
provided, among other things, that Mr. Cohen agreed to
retire effective January 31, 1995 from his position as
Chairman of the Company and as a member of the Board of
Directors of the Company. Mr. Cohen continues to be a
director and officer of Maxcell.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Item 5(a) of the Schedule 13D is hereby
amended and restated as follows:
In addition to the 500,000 Shares Mr. Cohen
owns in his individual capacity and the 645,000 Shares he
is deemed to beneficially own as a result of presently
exercisable employee stock options, Mr. Cohen may be
deemed to beneficially own, as a result of being the
general partner of C&C and the terms of the C&C Limited
Partnership Agreement, the 1,000,000 Shares (the "Exist-
ing Shares") purchased by C&C from AMC pursuant to the
Stock Sale Agreement. Accordingly, Mr. Cohen may be
deemed to beneficially own an aggregate of 2,145,000
Shares (approximately 10.2% of the outstanding Shares
assuming the exercise of all 645,000 employee stock
options).
C&C acquired, as a result of the consummation
of the Stock Sale Agreement, beneficial ownership of
1,000,000 Existing Shares purchased by C&C from AMC.
Accordingly, C&C beneficially owns an aggregate of
1,000,000 Shares (approximately 4.9% of the outstanding
Shares).
Mr. Cohen, as the general partner of C&C, in
accordance with the 1994 Letter Agreement described in
Item 6 is taking action to cause the distribution of the
Existing Shares to the partners of C&C.
(b) The first two paragraphs of Item 5(b) of
the Schedule 13D are hereby amended and restated as
follows:
Mr. Cohen, in his individual capacity (without
regard to Shares owned by C&C), owns 500,000 Shares with
respect to which he has sole voting and dispositive power
and holds presently exercisable employee stock options to
purchase 645,000 Shares with respect to which he would
have sole voting and dispositive power upon the exercise
of such employee stock options. In addition, as the
general partner of C&C, Mr. Cohen may be deemed to have
shared voting and shared dispositive power with Macuto
over 1,000,000 Shares. Accordingly, Mr. Cohen may be
deemed to have (a) sole voting power over an aggregate of
1,145,000 Shares, (b) shared voting power over an aggre-
gate of 1,000,000 Shares, (c) sole dispositive power over
an aggregate of 1,145,000 Shares and (d) shared disposi-
tive power over an aggregate of 1,000,000 Shares. See
Item 6.
In accordance with the 1994 Letter Agreement
(as defined below), in which the general partner and
special limited partner of C&C have agreed as promptly as
practicable to distribute the 1,000,000 Existing Shares
currently beneficially owned by C&C by distributing
990,000 Existing Shares to the special limited partner
and 10,000 Existing Shares to the general partner of C&C,
upon consummation of such distribution, Mr. Cohen at such
time may be deemed to have (i) sole voting and disposi-
tive power over an aggregate of 1,145,000 Shares and (ii)
shared voting and dispositive power over 0 Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 of the Schedule 13D is hereby amended to
add the following paragraph at the end of the section
entitled "Option Agreement; Sale of 1,400,000 Option
Shares":
Mr. Cohen has been advised that on June 6,
1994, AMC sold the remaining 75,144 Option Shares.
Item 6 of the Schedule 13D is hereby further
amended by deleting the final sentence in the seventh
paragraph under the section entitled "C&C Limited Part-
nership Agreement" and replacing it with the following:
The net gains from the sale of the 1,400,000 Option
Shares were distributed to the partners of C&C pursuant
to the formula set forth in the 1994 Letter Agreement and
described in the preceding paragraph.
Item 6 of the Schedule 13D is hereby further
amended to add the following at the end thereof:
Termination Agreement
On January 26, 1995 Mr. Cohen, the Company and,
with respect to certain provisions therein, Maxcell,
entered into the Termination Agreement, a copy of which
is attached as Exhibit 21 to the Schedule 13D. The
Termination Agreement provides, among other matters,
that until July 31, 1998 Mr. Cohen shall be retained "as
an employee" and maintain his "employment" solely for
purposes of the Company's 1983 Stock Option Plan and 1984
Stock Option Plan so that the expiration date of the
options he was granted pursuant to such plans extends
until July 31, 1998.
The foregoing description of the Termination
Agreement does not purport to be complete and is quali-
fied in its entirety by reference to the Termination
Agreement, a copy of which is attached as Exhibit 21 to
the Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended by
adding the following:
Exhibit 21. Termination Agreement, Receipt and Release
dated January 26, 1995 between Stephen R.
Cohen, TPI Enterprises, Inc. and, with
respect to certain provisions therein,
Maxcell Telecom Plus, Inc.
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, Stephen R. Cohen certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 6, 1995
/s/ Stephen R. Cohen
_____________________________
Stephen R. Cohen
C&C Investment Holdings, L.P.
By: /s/ Stephen R. Cohen
__________________________
Name: Stephen R. Cohen
Title: General Partner
Exhibit 21
TERMINATION AGREEMENT, RECEIPT AND RELEASE
This Agreement is entered into between
Stephen R. Cohen ("Executive"), an individual residing in
Palm Beach, Florida, and TPI Enterprises, Inc., a New
Jersey corporation ("Employer") with its headquarters in
West Palm Beach, Florida. Maxcell Telecom Plus, Inc., a
Delaware corporation ("Maxcell"), joins herein for the
purposes hereinafter set forth.
WITNESSETH:
WHEREAS, Employer and Executive have mutually
agreed that Executive shall terminate his employment with
Employer effective on January 31, 1995 (the "Termination
Date"); and
WHEREAS, Employer and Executive desire to set
forth the terms and conditions of such termination.
NOW, THEREFORE, in consideration of the
payments to be made by Employer to Executive hereunder
and the mutual covenants set forth herein, the parties
hereto hereby agree as follows:
1. Executive's employment with Employer hereby is
terminated effective as of the Termination Date. That
certain Employment Agreement dated as of January 13,
1987, between Executive and Employer, as amended, and
that certain letter dated January 5, 1984, from Employer
to Executive respecting termination following a change of
control, together with any and all other documents
evidencing the terms of Executive's employment with
Employer (all of the foregoing hereinafter collectively
referred to as the "Employment Documents") hereby are
terminated and are of no further force and effect.
2. Executive waives any right to receive a bonus
for services to Employer during 1994 and 1995 and
similarly waives any right to receive pay for accrued and
unpaid vacation as of the Termination Date.
3. Employer shall tender to Executive the lump sum
of $1,150,000 in full satisfaction of all amounts due and
owing under the Employment Documents.
4. Maxcell is a party to the Maxcell Telecom Plus,
Inc. and TPI Enterprises, Inc. v. McCaw Cellular
Communications, Inc. et al. litigation (the
"Litigation"), currently pending in the Circuit Court for
the Fifteenth Judicial Circuit of Florida, in and for
Palm Beach County, Civil Division. Maxcell hereby
covenants that (i) upon the full or partial settlement of
the Litigation, in addition to the amount set forth in
Section 3, Maxcell shall pay to Executive an aggregate of
5% of the gross proceeds (without deduction of expenses
including, without limitation, legal fees) received by
Maxcell upon such full or partial settlement of the
Litigation, or (ii) upon the final, non-appealable
judgment in the Litigation, Maxcell shall pay to
Executive an aggregate of 3% of the gross proceeds
(without deduction of expenses including, without
limitation, legal fees) received by Maxcell upon
disposition of the Litigation. Maxcell agrees to make
the payments called for by this Section 4 within 10 days
of its receipt of funds as above set forth. Employer
agrees to cause Maxcell to make the payments set forth in
this Section 4. In the event neither of (i) or (ii)
occurs, Maxcell shall not be obligated to pay any
additional amounts to Executive pursuant to this Section
4. In any event, to the extent Employer or Maxcell
requests the assistance of Executive in connection with
the Litigation after the date hereof, Employer and
Maxcell agree to reimburse the reasonable expenses
incurred by Executive in connection therewith.
5. Effective as of the Termination Date Executive
hereby resigns as Chairman of the Board of Employer, as a
member of the Board of Directors of Employer and as a
member of the Executive Committee to Employer's Board of
Directors as well as all other Board committees and other
positions of authority with Employer. Executive agrees
to continue to serve as Chairman of the Board and as a
member of the Board of Directors of Maxcell until
Employer notifies Executive that it no longer desires
that Executive occupy such positions.
6. For a period beginning on the Termination Date,
and ending on the later of (i) nine months or (ii) a
final nonappealable disposition of the Litigation
(however, in no case after January 31, 1998), Employer
will continue to provide Executive at Employer's expense
with an office. For a period of eighteen months,
Employer shall provide Executive at Employer's expense
with a secretary (which shall be his existing secretary,
or if she is unable to serve or unwilling to serve at her
existing level of compensation a secretary reasonably
acceptable to Executive).
7. For a period beginning on the Termination Date,
and continuing until January 31, 1998, Employer shall
provide Executive at Employer's expense with medical
benefits as provided to him as of December 31, 1993.
8. Until January 31, 1998, Employer agrees to
provide Executive at Employer's expense with a leased
automobile comparable to that utilized by Executive at
the date hereof and to pay for the insurance thereof
provided, however, that following expiration of the lease
covering Executive's current automobile, which is to
occur in February, 1996, the monthly lease payment to be
borne by Employer shall not exceed $1,800 per month. In
addition, until January 31, 1996, Employer shall provide
Executive at Employer's expense with a driver (which
shall be his existing driver, or if he is unable to serve
or unwilling to serve at his existing level of
compensation, a driver reasonably acceptable to
Executive).
9. Until July 31, 1998, Employer shall retain the
Executive "as an employee" and maintain his "employment"
solely for purposes and as such terms are used in the
Employer's 1983 Stock Option Plan and 1984 Stock Option
Plan, provided that his employment shall no longer be
governed by the Employment Documents and he shall have no
duties during such service. During such three and one-
half year period, the Employer shall have no obligation
to pay the Executive more than a nominal amount or to
provide any employee benefits other than to maintain the
continued exercisability of his stock options, or as may
otherwise be required by this Termination Agreement,
Receipt and Release.
10. In consideration of the Employer's payments to
the Executive pursuant to Section 3, and, possibly, by
Maxcell pursuant to Section 4, which sum(s) represent(s)
significant and independent consideration for the
following release, as well as for the covenants set forth
in Section 14, except as otherwise specified in this
Termination Agreement, Receipt and Release, Executive, on
behalf of himself, and his heirs, executors, successors,
and assigns, does hereby release and discharge Employer,
its predecessors, successors and assigns, as well as its
agents, officers, directors, employees, representatives,
indemnitors, corporate affiliates, stockholders,
subsidiaries and attorneys and any and all other persons,
firms, parties and corporations that might be in privity
with each or any of them, whether named herein or not, of
and from all rights, claims, controversies, demands,
actions, causes of action or charges (filed with any
governmental agency) of whatsoever nature or character,
whether legal equitable, statutory or otherwise, arising
through or under, growing out of, regarding, relating to,
or in any way pertaining to his employment with Employer,
or its predecessor, the formation of Employer, the
termination of his employment with Employer and/or any
claims for damages or compensation arising out of or
relating in any fashion to his employment with Employer,
including, without limitation, claims under the
Employment Documents and any other agreement to which the
Executive and Employer are parties, and including claims
for damages, whether actual, compensatory or punitive and
whether such damages are now known or may later become
known, together with reasonable costs and attorneys fees;
provided, however, that Executive and his heirs,
executors, successors and assigns, do not hereby release
any rights with respect to the shares of Employer's
common stock being retained by Executive and his family
members and options thereon being retained by Executive
pursuant to Section 9 hereof. Notwithstanding the
foregoing, nothing in this Section 10 shall release
Employer or any subsidiary of Employer from any
obligation to Executive pursuant to the other Sections of
this Termination Agreement, Receipt and Release or any
rights to indemnity or advancement of expenses under
applicable law, Employer's certificate of incorporation,
Employer's by-laws or this Termination Agreement, Receipt
and Release.
11. Employer will indemnify and advance expenses to
Executive to the full extent provided in Article XI of
the Employer's by-laws as in effect immediately prior to
the date hereof (and approved by the Board of Directors
of Employer on May 15, 1989) and no change in the
certificate of incorporation or by-laws of Employer
subsequent to the date hereof will affect Executive's
rights thereunder or hereunder.
12. In consideration of the Executive's agreeing to
forego his rights under the Employment Documents and
providing the release set forth in Section 10 hereof,
which represents significant and independent
consideration for the following release, except as
otherwise specified in this Termination Agreement,
Receipt and Release, Employer, on behalf of itself and
its predecessors, successors, and assigns, as well as its
agents, officers, directors, employees, representatives,
indemnitors, corporate affiliates, stockholders,
subsidiaries and attorneys and any and all other persons,
firms, parties and corporations that might be in privity
with each or any of them, whether named herein or not,
does hereby release and discharge Executive and his
heirs, executors, successors and assigns of and from all
rights, claims, controversies, demands, actions, causes
of action or charges (filed with any governmental agency)
of whatsoever nature or character, whether legal,
equitable, statutory or otherwise (collectively,
"Claims"), arising through or under, growing out of,
regarding, relating to, or in any way pertaining to
Executive's employment with Employer as an officer or a
director, or its predecessor, the formation of Employer,
the termination of Executive's employment with Employer
and/or any claims for damages or compensation arising out
of or relating in any fashion to Executive's employment
with Employer, including, without limitation, claims
under the Employment Documents and any other agreement to
which the Executive and Employer are parties, and
including claims for damages, whether actual,
compensatory or punitive and whether such damages are now
known or may later become known, together with reasonable
costs and attorneys fees; provided, however, that
notwithstanding the foregoing, Employer and its
predecessors, successors and assigns, do not hereby
release any Claims arising from the willful misconduct of
Executive. Notwithstanding the foregoing, nothing in
this Section 12 shall release Executive from any
obligation to Employer pursuant to the other Sections of
this Termination Agreement, Receipt and Release.
13. If a party prevails in its attempts to enforce
any right or benefit under this Termination Agreement,
Receipt and Release, the non-prevailing party agrees to
reimburse the prevailing party for all fees and
disbursements of counsel, if any, incurred in connection
therewith.
14. Executive agrees to preserve the
confidentiality of the terms of this Termination
Agreement, Receipt and Release save and except for such
disclosure as provided for herein or as may be required
by law. Executive may divulge the terms of this
Termination Agreement, Receipt and Release to its
professional tax advisor/preparer, if any, and federal,
state and local income taxing authorities, for the
limited purpose of obtaining professional tax advice and
filing tax returns and any audit or other proceedings
with respect thereto. Executive will not be responsible
for information (i) that has been disclosed prior to the
date hereof, (ii) that becomes available to the public
after the date hereof other than as a result of a
disclosure by Executive or (iii) information included
within the books and records of Employer. Employer shall
issue a mutually agreeable press release regarding
Executive's termination of employment with Employer on
January 26, 1995. Each of Employer and Executive agree
not to make any public statements that are inconsistent
with such press release. Executive agrees not to make
any public statements which may reasonably be expected to
have the effect of disparaging the reputation or business
of Employer or its officers, directors, employees and
affiliates. Employer agrees not to, and to cause its
officers, directors, employees and affiliates not to,
make any public statement which may reasonably be
expected to have the effect of disparaging the reputation
or business of Executive.
15. This Termination Agreement, Receipt and Release
contains the entire agreement between the parties, and it
shall be binding upon and inure to the benefit of the
parties hereto, their administrators, personal
representatives, heirs, successors and assigns.
Executive acknowledges that he has been provided with
sufficient opportunity to seek, and has received, the
advice of counsel prior to execution of this Termination
Agreement, Receipt and Release.
16. Executive represents and acknowledges that in
executing this Termination Agreement, Receipt and Release
he does not rely and has not relied upon any
representation or statement made by Employer, or by any
of Employer's agents or representatives, with regard to
the subject matter, basis or effect of this Agreement or
otherwise, other than as specifically stated in this
Termination Agreement, Receipt and Release.
17. Should any part, term or provision of this
Termination Agreement, Receipt and Release be declared or
be determined by any court of competent jurisdiction to
be illegal, invalid or unenforceable, the legality,
validity, and unenforceability of the remaining parts,
terms or provisions shall not be affected thereby, and
said illegal, unenforceable or invalid part, term or
provision shall be deemed not to be a part of this
Termination Agreement, Receipt and Release.
18. Each party agrees to cooperate fully and to
execute any and all supplementary documents and to take
all additional actions that may reasonably be necessary
or appropriate to give full force and effect to the basic
terms and intent of this Termination Agreement, Receipt
and Release and which are not inconsistent with its
terms.
19. Maxcell agrees that it will not dispose in any
fashion of all or part of its interest in the Litigation
without obtaining adequate assurance that the amounts set
forth in Section 4 hereof, if any, will be paid to
Executive in accordance with the terms of Section 4.
Maxcell's obligations hereunder and under Section 4
hereof shall be binding on its successors and assigns.
20. This Termination Agreement, Receipt and Release
shall in all respects be interpreted, enforced and
governed by and under the laws of the State of Florida.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Witness the execution of this Agreement
effective this 26th day of January, 1995.
/s/ Stephen R. Cohen
STEPHEN R. COHEN
"EXECUTIVE"
TPI ENTERPRISES, INC.
By: /s/ J. Gary Sharp
"EMPLOYER"
SOLELY FOR PURPOSES OF
MAKING THE COVENANTS
CONTAINED IN SECTIONS 4 AND
19 HEREOF
MAXCELL TELECOM PLUS, INC.
By: /s/ J. Gary Sharp
"MAXCELL"
