1 Exhibit 10.12 David L. Epstein 3478 Derby Lane Ft. Lauderdale, Florida 33331 January 12, 2000 Mark J. Gordon 19951 N.E. 39th Place Aventura, Florida 33180 Dear Mark: This will confirm that we hereby agree that the certain Stockholders Agreement...

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                                                                   Exhibit 10.12



                                Xxxxx X. Xxxxxxx
                                0000 Xxxxx Xxxx
                         Xx. Xxxxxxxxxx, Xxxxxxx 00000



                                January 12, 2000




Xxxx X. Xxxxxx
00000 X.X. 00xx Xxxxx
Xxxxxxxx, Xxxxxxx 00000

Dear Xxxx:

     This will confirm that we hereby agree that the certain Stockholders
Agreement dated May 10, 1996, between Xxxx X. Xxxxxx and Xxxxx X. Xxxxxxx (the
"Agreement") is terminated as of the date hereof and, accordingly, neither of
us has any further obligations or liabilities thereunder.

     By your execution of a copy of this letter, you hereby confirm that you
hereby agree to the termination of the Agreement as set forth in the foregoing
paragraph.


                                             Sincerely,


                                             /s/ Xxxxx X. Xxxxxxx
                                             -----------------------------
                                             Xxxxx X. Xxxxxxx

AGREED TO AND ACCEPTED BY:

/s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx