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FEB - 26 - 2004 15 : 05 FROM : LITTER MENDELSON 305 603 2552 TO : 772 770 5095 P . 6 / 46 transferred prior to the completion of the obligations required hereunder, the appropriate Defendants) will notify the purchaser or transferee of said obligations . 17. Governing Law and Jurisdiction : This Agreement shall be deemed to be made and entered into in the State of Florida, and shall in all respects be interpreted, enforced and governed under the laws of Florida, without giving effect to the conflict of laws principles of Florida law. The Parties agree that venue for any litigation brought to enforce this Agreement shall lie exclusively with the West Palin Beach Division of the United States District l'or the Southern District of Florida, or, if that court refuses jurisdiction, in any court of competent jurisdiction in Indian River County, Florida. 18 , Interpretation : The language of all parts of this Agreement shall in all cases be construed as a whole , according to its fair meaning, and not strictly for or against any of the Parties. This Agreement has been negotiated by and between attorneys for the Parties and shall not be construed against the "drafter" of the Agreement. If any portion or provision of this Agreement (including, without implication of limitation, any portion or provision of any section of this Agreement) is legally determined to be unenforceable, the remainder of this Agreement shall not be affected by such determination and shall be valid and enforceable to the fullest extent permitted by law, and said unenforceable portion or provision shall be deemed not to be a part of this Agreement. 19. Modification of Agreement : This Agreement may be amended , revoked , changed, or modified only upon a written agreement executed by all Parties . No waiver of any provision of this Agreement will be valid unless it is in writing and signed by the party against whom such waiver is charged. 20. Selective Enforcement: The Parties agree that the failure of any party to enforce or exercise any right, condition, term or provision of this Agreement shall not be construed as or deemed to be a waiver or relinquishment thereof, and the same shall continue in full force mud effect. 21 . Entire Agreement: This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any and all prior agreements or understandings between the Parties hereto pertaining to the subject matter hereof. 22 . Headings : The headings of the provisions herein are intended for convenient reference only, and the same shall not be, nor be deemed to be, interpretative of the contents of such provision . 23 . Signatures in Counterparts : This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original . However, such counterparts shall together constitute one and the same document . 24. Authority: Eachh party represents that each person executing this Agreement on its (or his/her) behalf has been authorized to sign on behalf of the respective party and to bind it (or him/her) to the terns of this Agreement and that the respective Parties Have the power and authority to perform their respective obligations as provided by this Agreement. 5