ASSIGNMENT AND ASSUMPTION AGREEMENT     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), is made as of the19th day of November 2001, by and between L. Dennis Kozlowski, One Town CenterRoad, Boca Raton, Florida ("Assignor"), and Tyco International (US) Inc., OneTyco Park, Exeter, New Hampshire 03833 ("Assignee").                              W I T N E S S E T H:     WHEREAS, Assignor, for and on behalf of Assignee, and White Mountain Films,LLC, entered into that certain Agreement (the "Agreement"), dated as of April 6,2001, under which, among other things Assignor agreed to make certaininvestments for the purposes stated in the Agreement; and     WHEREAS, Assignor made such investments for and on behalf of Assignee; and     WHEREAS, Assignor wishes to assign to Assignee all of Assignor's interestin and to the Agreement and to all investments made thereunder, and Assigneeagrees to accept such assignment and assume all obligations of Assignor underthe Agreement.     NOW THEREFORE, in consideration of the mutual covenants contained herein,and other good and valuable consideration, the receipt and sufficiency of whichhereby are acknowledged, Assignor and Assignee hereby agree as follows:     1. Assignor hereby assigns, sets over and transfers to Assignee all ofAssignor's right, title and interest in, to and under the Agreement and all ofAssignor's rights to any benefits thereunder.     2. Assignee hereby accepts the within assignment and agrees to assume,perform and comply with and to be bound by all of the terms, covenants,agreements, provisions and conditions of the Agreement to be' performed from andafter the date hereof.     3. Assignor hereby assigns, sets over and transfers to Assignee all ofAssignor's right, title and interest in and to the following investments:October 11, 2001, $200,000; April 16, 2001, $300,000; and April 19, 2001,$200,000, amounting to a total of $700,000 (collectively, the "Investments"),and the rights and benefits associated therewith:     4. This Assignment and the obligations of Assignor and Assignee hereundershall be binding upon and inure to the benefit of Assignor and Assignee andtheir respective successors and assigns, shall be governed by and construed inaccordance with the laws of the State of New York and may not be modified oramended in any manner other than by a written agreement signed by the party tobe charged therewith. Assignor and Assignee agree to execute any and all otherassignments, documents, certificates and other instruments as may at any time bedeemed reasonably necessary to further evidence or consummate this Assignment.                                    99.8-168     IN WITNESS WHEREOF, Assignor and Assignee have duly executed thisAssignment as of the day and year first above written.ASSIGN0R:                                  ASSIGNEE:                                           Tyco International (US) Inc./s/ L. Dennis Kozlowski                    By:  [ILLEGIBLE]- ------------------------------                ----------------------------------L. Dennis Kozlowski                                           Title:  Secretary                                                 -------------------------------Receipt acknowledged this 19 day of November, 2001WHITE MOUNTAIN FILMS, LLCBy:  [ILLEGIBLE]   -------------------------------------Title:    President      ----------------------------------