Investment Research Associates - Page 268




                                       - 334 -                                         
              In order to induce Kanter to continue to serve as trustee                
         and to reduce to writing the agreement concerning the carried                 
         interest, the Agreement and Indemnification was entered into on               
         July 26, 1984, by and among (1) Kanter, as trustee of HCT, (2)                
         the beneficiaries of HCT, and (3) Hyman L. Federman.  The                     
         Agreement and Indemnification stated, in pertinent part, as                   
         follows:                                                                      
                   WHEREAS, BWK is currently acting as Trustee of the                  
              Hi-Chicago Trust and so acted from its inception at the                  
              time of creation; and                                                    
                   WHEREAS, the Beneficiaries of the Trust desire                      
              that BWK continue to serve as Trustee of the Trust; and                  
                   WHEREAS, BWK is willing to so serve, upon receipt                   
              of a satisfactory release and indemnification as                         
              contained herein from the Beneficiaries and from HLF,                    
              with respect to any and all claims and liabilities                       
              which might be asserted concerning prior conduct by BWK                  
              as Trustee in the operations of the Trust, and for                       
              acting or choosing not to act upon advice provided by                    
              HLF; and                                                                 
                   WHEREAS, all of the undersigned have expressed a                    
              willingness to execute this Agreement and                                
              Indemnification in order to induce BWK to continue to                    
              serve as Trustee of the Trust without seeking prior                      
              judicial approval for his past or future acts or                         
              failure to act as Trustee; and                                           
                   WHEREAS, to provide the beneficiaries of the Trust                  
              a current financial account there is attached hereto as                  
              "Exhibit A" a balance sheet and profit and loss                          
              statement as of the Trust year ended February 29, 1984,                  
              and a further such balance sheet and profits and loss                    
              statement as of June 30, 1984, attached as Exhibit B.                    
                   NOW, THEREFORE, the parties hereto agree as                         
              follows:                                                                 







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