Investment Research Associates - Page 571




                                       - 64 -                                         
          of Zeus), referred to Zeus' "Participation in Proceeds on                   
          Prudential Conversions" and provided:                                       
                    As requested, we are writing to confirm our prior                 
               agreement regarding the participation in the amounts                   
               realized or to be realized on the condominium                          
               conversion of properties of or for The Prudential                      
               Insurance Company of America ("Prudential").                           
                    The terms of this letter agreement shall apply                    
               with respect to all conversions of Prudential                          
               properties heretofore and hereafter.                                   
                    As used in this letter agreement, the term                        
               "amounts realized" includes all amounts to be received                 
               by the converter as Developers' Fees and shares of                     
               assigned profits but excluding any management or other                 
               fees (which shall be retained by the Manager). * * *                   
                         *    *    *    *    *    *    *                              
                    Of the amounts received as a Developers' Fee on                   
               Prudential conversions, BJF (or its counterpart in any                 
               future conversion) shall retain 75% of the amount                      
               received in reimbursement for any costs and expenses                   
               paid or incurred by it.  BJF shall retain this 75%                     
               amount without regard to the actual amount of its costs                
               and expenses and without any need to account for the                   
               same.  Of the remaining 25%, BJF SHALL RETAIN 80% and                  
               shall distribute the remaining 20% to you.                             
                    Of the amounts received as shares of assigned                     
               profits, BJF shall distribute 20% to you and retain the                
               balance.  BJF shall retain amounts under this letter                   
               agreement for itself and for distribution to its                       
               affiliates in such percentages as they have agreed.                    
                    BJF shall make all distributions to you not later                 
               than 30 days after the date of this letter or receipt                  
               from Prudential of the Developers' Fees and assigned                   
               profits (as the case may be).                                          
               Pursuant to this letter agreement, the BJF corporation paid            
          the following amounts to Zeus during the years 1980 through 1985:           







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