Investment Research Associates - Page 14

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          G.   Changes in IRA and Subsidiaries Corporate Structure From               
          1974 Through 1988                                                           
               IRA's predecessor, Cedilla Co., was incorporated in 1974.              
          Keating acquired 1,000 shares of the common stock, and Schott               
          acquired 1,000 shares of its preferred class A stock.  In 1975,             
          Weaver agreed to sell KWJ Corp. to Kanter's "client".  In 1975,             
          Keating's common stock was exchanged for 500 shares of class B              
          preferred stock, and Weisgal as trustee of the Bea Ritch trusts             
          acquired 1,000 shares of the common stock.  The Cedilla Co's.               
          1975 balance sheet at the end of 1975 reflected the following:              
                         Assets                                                       
                         Cash                     $564                                
                         Loans receivable         21,100                              
                         Prepaid expenses         89                                  
                         Total                    21,753                              
                         Liabilities              5,000                               
                         Net assets               16,753                              
                         Capital stock                                                
                         Preferred                1,050                               
                         Common                   100                                 
                         Capital surplus          50                                  
                         Retained earnings        15,553                              
               The following series of diagrams illustrates the changes in            
          the IRA organizations during the years at issue to accommodate              
          the various transactions.                                                   

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