RECITALS The parties hereto wish to amend the Restated Partnership Agreement to reflect certain changes in the compensation arrangements of the partners. IT IS AGREED: 1. Paragraph (A) of Article VII of the Restated Partnership Agreement is hereby...

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

                                    RECITALS
                  The parties hereto wish to amend the Restated Partnership
Agreement to reflect certain changes in the compensation arrangements of the
partners.
                  IT IS AGREED:
                  1.       Paragraph (A) of Article VII of the Restated
Partnership Agreement is hereby amended to read as follows:
                           "(A)  the following amounts shall be paid as
salary, and shall be payable whether or not the Partnership has
net profits:
                  1.       XXXX X. XXXXXXXXXXX     -    per year;
                  2.       XXXXXX XXXXXXX          -    per year;
                  3.       XXXX X. XXXXXX          -    per year;
                  4.       XXXXXX X. XXXXX         -    per year;
                  5.       XXXXX X. XXXXXX         -    per year;
                  6.       XXXXXX X. XXXX          -    per year."
                  2.       The first sentence of paragraph (B) of Article VII
is hereby amended to read as follows:

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                           "(B)  XXXXX X. XXXXX shall be entitled to receive
annually, whether or not the Partnership has net profits, the greater of (i) or
(ii) an amount equal to of the net profits of the Special Arbitrage Account (the
"Account")."
                  3.       The partners' percentages of net profits referred
to in subparagraph (2) of paragraph (C) of Article VII shall be
amended to read as follows:
                          "XXXX X. XXXXXXXXXXX      -                %
                           XXXXX X. XXXXXXXXXXX     -                %
                           XXXXX XXXXX PIER         -                %
                           XXXXX X. XXXXXXXXXXX     -                %
                           XXXXXX XXXXXXX           -                %
                           XXXX X. XXXXXX           -                %
                           XXXXX X. XXXXX           -                %
                           XXXXXX X. XXXXX          -                %
                           XXXXX X. XXXXXX          -                %
                           XXXXXX X. XXXX           -                %."
                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement of Amendment on January 24, 1984.

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