EXHIBIT 3(A) EMPLOYMENT AGREEMENT WITH ROBERT M. FELDMAN Incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to the 1933 Act Registration Statement on Form S-18, filed November 12, 1986 (see Exhibit 10(A) therein).

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                                  EXHIBIT 3(A)

                              EMPLOYMENT AGREEMENT
                             WITH XXXXXX X. XXXXXXX

         Incorporated herein by reference to the Registrant's Post-Effective
         Amendment No. 1 to the 1933 Act Registration Statement on Form S-18,
         filed November 12, 1986 (see Exhibit 10(A) therein).

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