Investment Research Associates - Page 88




                                       - 170 -                                        
         price or prices, and the liquidations preferences of the                     
         preferred shares.  The record does not contain copies of any                 
         resolutions by the board of directors of any of the three                    
         corporations setting preferences or limitations on the preferred             
         stock.                                                                       
              Kanter was a beneficiary of a trust called the Morkan                   
         Trust.33  On October 17, 1983, Kanter exercised a power of                   
         appointment over the Morkan Trust to form the Christie and Orient            
         Trusts.  Sharon Meyers was named as trustee of the Christie and              
         Orient Trusts.  Members of Lisle's family were named as                      
         beneficiaries of the Christie Trust, and members of Ballard's                
         family were named as beneficiaries of the Orient Trust.                      
              In December 1983, IRA acquired 1,000 shares (100 percent) of            
         the common stock of each of Carlco, Inc. (Carlco), TMT, Inc.                 
         (TMT), and BWK, Inc. (BWK).  IRA paid $6,000 to each of the                  
         corporations for the shares of stock.  Also in December 1983,                
         Carlco, TMT, and BWK each issued 150 shares of preferred stock               
         for $1,500.  Carlco preferred shares were issued to the Christie             
         Trust (Lisle's family trust); TMT preferred shares were issued to            
         the Orient Trust (Ballard's family trust); BWK preferred shares              
         were issued to the BK Children's Trust, the beneficiaries of                 
         which were members of Kanter's family.                                       


          33                                                                          
               The Morkan Trust is named after Kanter's father, Morris                
          Kanter.                                                                     





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