Investment Research Associates - Page 351




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          Kanter's law firm.  By the 1970's, her duties at the law firm               
          evolved to her being an administrative assistant to Kanter.  By             
          1981, she was no longer an employee of the law firm.  During the            
          years at issue, Meyers also served as an officer or director of             
          many of Kanter's other corporations.                                        
               At all times, IRA's officers and directors made decisions              
          and performed their duties in accordance with Kanter's                      
          instructions.                                                               
          4.   IRA Subsidiaries                                                       
               IRA owned, from time to time, controlling interests in                 
          several subsidiary corporations.  These subsidiary corporations             
          included Brickell Enterprises, Inc., Cedilla Co., Cedilla                   
          Investment Co., IRA Florida Apartments, Inc., KWJ Corp., Zeus               
          Ventures, Carlco, TMT, and BWK, Inc.  IRA also, at one point,               
          owned a majority stock interest in Int'l Films.                             
               Carlco, TMT, and BWK, Inc., were incorporated in the State             
          of Delaware in 1982 but remained inactive until 1983.  In                   
          December of 1983, IRA acquired 1,000 shares (100 percent) of the            
          common stock of each of Carlco, TMT, and BWK, Inc.  In December             
          1983 and January 1984, Carlco, TMT, and BWK, Inc., each issued              
          shares of preferred stock.  Carlco preferred shares were issued             
          to the Christie Trust established by Kanter for the benefit of              
          Lisle's family; TMT preferred shares were issued to the Orient              
          Trust established by Kanter for the benefit of Ballard's family;            






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