EXHIBIT 1] STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION This STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made and entered into as of this 2nd day of May, 1997, by and among (i) DUKE CITY VIDEO, INC., a New Mexico...Non-Competition Agreement • May 14th, 1997 • Matthews Studio Equipment Group • Services-equipment rental & leasing, nec • California
RECITALS --------Stock Exchange Agreement • May 14th, 1997 • Matthews Studio Equipment Group • Services-equipment rental & leasing, nec • California
EXHIBIT 2] SUBORDINATION AGREEMENT This Subordination Agreement ("Agreement") is made as of May 2, 1997, by the undersigned, HAROLD JAY LEFKOVITZ, an individual ("Creditor"), in favor of CHASE MANHATTAN BANK, as agent ("Bank"). Creditor is a creditor...Subordination Agreement • May 14th, 1997 • Matthews Studio Equipment Group • Services-equipment rental & leasing, nec • California
