AGREEMENT OF AMENDMENT, made as of February 15, 1984, by and among the parties to the Restated Agreement of Limited Partnership of Glickenhaus & Co. made as of September 1, 1983 (the "Limited Partnership Agreement").

474147.1





                  AGREEMENT OF AMENDMENT, made as of February 15, 1984, by and
among the parties to the Restated Agreement of Limited Partnership of
Glickenhaus & Co. made as of September 1, 1983 (the "Limited Partnership
Agreement").

                                    RECITALS
                  The parties hereto wish to amend the Limited Partnership
Agreement to reflect the admission of Xxxxxx X.
Xxxxxxxxx as a general partner.
                  IT IS AGREED:
                  1.       Article II of the Limited Partnership Agreement is
hereby amended to read as follows:
                  "Article II.  General Partners and Limited Partners.
                  XXXX X. XXXXXXXXXXX, XXXXXX XXXXXXX, XXXX X. XXXXXX,
                  XXXXX X. XXXXX, XXXXXX X. XXXXX, XXXXX X. XXXXXX,
                  XXXXXX X. XXXX and XXXXXX X. XXXXXXXXX shall be the
                  general partners.  XXXXX X. XXXXXXXXXXX, XXXXX XXXXX
                  PIER and XXXXX X. XXXXXXXXXXX shall be the limited
                  partners."
                  2.       Paragraph (C) of Article VII is hereby amended by
redesignating subparagraph "2" thereof as subparagraph "3" and by adding a new
subparagraph "2" as follows:
                  "(2)  There shall then be allocated to Xxxxxx X.
                  Xxxxxxxxx the sum of                   ."

C/M 10726.0002 474147.1




                  3.       Except as herein specifically set forth, the
Limited Partnership Agreement shall remain in full force and
effect.


_______________________                   _________________________
Xxxx X. Xxxxxxxxxxx                       Xxxxxx Xxxxxxx


_______________________                   _________________________
Xxxxx X. Xxxxxxxxxxx                      Xxxx X. Xxxxxx


_______________________                   _________________________
Xxxxx Xxxxx Pier                          Xxxxx X. Xxxxxxxxxxx


_______________________                   _________________________
Xxxxx X. Xxxxx                            Xxxxx X. Xxxxxx


_______________________                   _________________________
Xxxxxx X. Xxxxx                           Xxxxxx X. Xxxx


                                          _________________________
                                          Xxxxxx X. Xxxxxxxxx


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474147.1