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89...: 103892 (- 4.0 V 955 C. CONSULTING AGREEMENT dated October 5, tV�l�VY3 f�[i 34 1988, between BIDELL and GOOD; D. AGREEMENT dated September 19, 1988 G, effective January 1, 1988, between tae, wiEMANB and GOOD; N. AWVBTXNNT AGREEMENT dated October 1, 1988 between the WINMANS and. GOOD; F. BILL OF 9azz, TRANSnft AND ASSIGNMENT OF PARTURS]UP. • INTERESTS dated October 17 , 1088 fro .4060 • to the WINKANS and 2e The terms, conditions and provisionis of the above described contracts, agreements and instruments are incorporated herein for all purposes by this specific reference. 3.- The above described contracts, agreements and instruments: (1) govern the purchase and sale of certain of the PROPERTIES; (2) provide for and establish responsibilities and duties concerning the management, use, operation,, and control of certain of the PROPERTIES described in RIBraiT NA•; (3) provide for and establish consulting arrangements by, among and for the benefit of the PARTIES; (4) establish and provide for the payment of consulting fees, management fees, purc h&&e price and other compensation to be paid by, among and between the PARTIES with regard to their business relationships; (S) establish, govern and guarantee the performance of certain obligations and responsibilities by, among and between the PARTIES; (6) grant and establish certain options to purchase by, among and between the PARTIES and govern the manner in which fuch options to purchase may and will be exercise; (7) provide for the revaluation of certain of the PROPERTIES; and (8) establish the manner in which collateral and security for the obligations of the PARTIES will be given. 4. This NOTICE AND MEMORANDUM shall serve as and constitute notice of the terms, provisions and conditions of the agreements described above, and all parties dealing with any of the PROPERTIES described in EXHIBIT ~AM are hereby notified of the existence of such contracts, agreements and instruments. _2- BOOK6116PAGE f 68 8554: 1282 i .i r ti -