FRANKLIN RESOURCES INC
EXHIBIT 10.72
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-72.txt
<DESCRIPTION>EXHIBIT 10.72
<TEXT>
                                                                  EXECUTION COPY









                               PURCHASE AGREEMENT

                                  BY AND AMONG

                            FRANKLIN RESOURCES, INC.,

                              DARBY HOLDINGS, INC.

                                       AND

                         THE DARBY PARTIES NAMED HEREIN

                                 ---------------


                           Dated as of August 1, 2003






<PAGE>



                                TABLE OF CONTENTS


Article I   DEFINITIONS......................................................1

      1.1   Certain Definitions..............................................1

Article II  SALE AND PURCHASE OF SHARES AND INTERESTS;
            CONSIDERATION....................................................9

      2.1   Sale and Purchase of Shares and Interests........................9

      2.2   Consideration....................................................9

      2.3   Payment of Purchase Price........................................9

Article III CLOSING.........................................................10

      3.1   Closing Date....................................................10

Article IV  TERMINATION.....................................................10

      4.1   Termination of Agreement........................................10

      4.2   Procedure Upon Termination......................................11

      4.3   Effect of Termination...........................................11

Article V   REPRESENTATIONS AND WARRANTIES OF DOIL AND DOP
            REGARDING THE DARBY COMPANIES...................................11

      5.1   Organization and Good Standing..................................11

      5.2   Authorization of Agreement......................................12

      5.3   Conflicts; Consents of Third Parties............................12

      5.4   Capitalization..................................................13

      5.5   Subsidiaries....................................................14

      5.6   Records.........................................................14

      5.7   Intentionally Omitted...........................................14

      5.8   Financial Statements............................................15

      5.9   No Undisclosed Liabilities......................................15

      5.10  Absence of Certain Developments.................................15

      5.11  Taxes...........................................................15

      5.12  Real Property...................................................18

      5.13  Tangible Personal Property......................................18

      5.14  Intellectual Property...........................................18

      5.15  Material Contracts..............................................19

      5.16  Employee Matters................................................20



                                       i

<PAGE>

      5.17  Litigation......................................................22

      5.18  Compliance with Laws; Permits...................................23

      5.19  Insurance.......................................................23

      5.20  Related Party Transactions......................................24

      5.21  Financial Advisors..............................................24

      5.22  Compliance......................................................24

      5.23  Darby Funds.....................................................25

      5.24  Termination of Relationships....................................28

      5.25  Absence of Certain Payments.....................................28

      5.26  Privacy Rules...................................................28

      5.27  Patriot Act.....................................................28

Article VI  REPRESENTATIONS AND WARRANTIES OF THE SELLERS...................29

      6.1   Organization and Good Standing..................................29

      6.2   Authorization of Agreement......................................29

      6.3   Conflicts; Consents of Third Parties............................29

      6.4   Ownership and Transfer of DOIL Shares and DOP Interests.........30

      6.5   Litigation......................................................30

      6.6   Financial Advisors..............................................30

      6.7   Related Party Transactions......................................30

Article VII REPRESENTATIONS AND WARRANTIES OF FRI AND
            PURCHASER.......................................................31

      7.1   Organization and Good Standing..................................31

      7.2   Authorization of Agreement......................................31

      7.3   Conflicts; Consents of Third Parties............................31

      7.4   Litigation......................................................32

      7.5   Investment Intention............................................32

      7.6   Financial Advisors..............................................32

Article VIII COVENANTS......................................................32

      8.1   Access to Information...........................................32

      8.2   Conduct of the Business Pending the Closing.....................33

      8.3   Consents........................................................36

      8.4   Regulatory Approvals............................................36

      8.5   Further Assurances..............................................37


                                       ii
<PAGE>


      8.6   Confidentiality.................................................37

      8.7   Publicity.......................................................39

      8.8   Use of Name.....................................................39

      8.9   Employee Matters................................................39

      8.10  Director and Officer Indemnification; Insurance.................40

      8.11  Waivers, Consents and Agreements Related to Transfers;
            Releases and Waivers............................................41

Article IX  CONDITIONS TO CLOSING...........................................43

      9.1   Conditions Precedent to Obligations of FRI and Purchaser........43

      9.2   Conditions Precedent to Obligations of the Sellers..............46

Article X   INDEMNIFICATION.................................................47

      10.1  Survival of Representations and Warranties......................47

      10.2  Indemnification.................................................47

      10.3  Indemnification Procedures......................................48

      10.4  Limitations on Indemnification..................................50

      10.5  Tax Matters.....................................................52

      10.6  Tax Treatment of Indemnity Payments.............................57

Article XI  MISCELLANEOUS...................................................57

      11.1  Payment of Sales, Use or Similar Taxes..........................57

      11.2  Expenses........................................................57

      11.3  Seller Representative...........................................57

      11.4  Submission to Jurisdiction; Consent to Service of Process.......58

      11.5  Entire Agreement; Amendments and Waivers........................59

      11.6  Governing Law...................................................59

      11.7  Notices.........................................................59

      11.8  Severability....................................................60

      11.9  Binding Effect; Assignment......................................60

      11.10 Non-Recourse....................................................61

      11.11 Counterparts....................................................61

                                      iii

<PAGE>



SCHEDULES

Schedule 5.3            Conflicts; Consents of Third Parties
Schedule 5.4            Capitalization
Schedule 5.5            Subsidiaries
Schedule 5.9            No Undisclosed Liabilities
Schedule 5.10           Absence of Certain Developments
Schedule 5.11           Taxes
Schedule 5.12           Real Property Leases
Schedule 5.13           Personal Property Leases
Schedule 5.14           Intellectual Property
Schedule 5.15           Material Contracts
Schedule 5.16           Employee Benefit Plans
Schedule 5.17           Litigation
Schedule 5.18           Permits
Schedule 5.19           Insurance
Schedule 5.20           Related Party Transactions
Schedule 5.23           The Darby Funds
Schedule 5.27           Patriot Act
Schedule 6.3            Conflicts; Consents of Third Parties
Schedule 6.6            Financial Advisors of Sellers
Schedule 6.7            Related Party Transactions
Schedule 7.3            No Conflicts
Schedule 7.6            Financial Advisors of FRI and Purchaser
Schedule 8.2            Conduct of the Business Pending the Closing
Schedule 8.8            Use of Name
Schedule 10.2           Materiality Qualifications Not to be Disregarded

EXHIBITS

Exhibit A   Advised Darby Funds
Exhibit B   Sponsored Darby Funds
Exhibit C   Seller Information
Exhibit D   Allocation of Purchase Price to Assets (Tax Basis)
Exhibit E   Forms of Officer's Certificates
Exhibit F   Terms of Offer Letters
Exhibit G   Individuals to Deliver Offer Letters, Receive Restricted Stock,
            Deliver Non-Compete Agreements and/or Deliver Carried Interest
            Letters
Exhibit H   Form of Instrument of Assignment and Transfer
Exhibit I   Form of Waiver Agreement
Exhibit J   Forms of Non-Compete Agreements
Exhibit K   Terms of Carried Interest Letters



                                       iv

<PAGE>

                                                                  EXECUTION COPY

                               PURCHASE AGREEMENT


     PURCHASE AGREEMENT,  dated as of August 1, 2003 (this "AGREEMENT"),  by and
among  Franklin  Resources,  Inc.,  a  corporation  existing  under  the laws of
Delaware ("FRI"), Darby Holdings, Inc., a corporation existing under the laws of
Delaware ("PURCHASER"), Darby Overseas Investments, Ltd., a corporation existing
under the laws of Delaware ("DOIL"),  Darby Overseas  Partners,  L.P., a limited
partnership  existing under the laws of Delaware  ("DOP"),  the  stockholders of
DOIL listed on the signature pages hereto (collectively, the "DOIL SELLERS") and
the limited partners of DOP listed on the signature pages hereto  (collectively,
the "DOP SELLERS",  and together with the DOIL Sellers,  the "SELLERS",  and the
Sellers and DOIL and DOP being hereinafter referred to as the "DARBY PARTIES").

                              W I T N E S S E T H:

     WHEREAS, the DOIL Sellers own an aggregate of 1,666.67 shares of the common
stock, $1.00 par value per share (the "DOIL SHARES"),  of DOIL, which constitute
all of the issued and outstanding shares of capital stock of DOIL;

     WHEREAS,  DOIL is the sole general  partner of DOP, and the DOP Sellers own
all of the  limited  partner  interests  in  DOP  (other  than  those  owned  by
Affiliates of Purchaser) (the "DOP INTERESTS");

     WHEREAS,  the DOIL  Sellers  desire  to sell to  Purchaser,  and  Purchaser
desires to purchase  from the DOIL  Sellers,  the DOIL  Shares for the  purchase
price and upon the terms and conditions hereinafter set forth;

     WHEREAS, the DOP Sellers desire to sell to Purchaser, and Purchaser desires
to purchase from the DOP Sellers,  the DOP Interests for the purchase  price and
upon the terms and conditions hereinafter set forth; and

     WHEREAS, certain terms used in this Agreement are defined in SECTION 1.1;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements hereinafter contained, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     1.1 CERTAIN DEFINITIONS.

     (a) For  purposes of this  Agreement,  the  following  terms shall have the
meanings specified in this SECTION 1.1:

     "ADVISERS ACT" means the Investment  Advisers Act of 1940, as amended,  and
the rules and regulations promulgated thereunder by the SEC.


<PAGE>

     "ADVISORY  AGREEMENT"  means,  with respect to any Person,  each  contract,
agreement or arrangement  relating to its rendering of investment  management or
investment  advisory  services,  including any sub-advisory or similar contract,
agreement or arrangement.

     "ADVISED DARBY FUNDS" means the Funds listed on EXHIBIT A hereto.

     "AFFILIATE"  means,  with  respect to any Person,  any other  Person  that,
directly or  indirectly  through  one or more  intermediaries,  controls,  or is
controlled  by, or is under  common  control  with,  such  Person,  and the term
"control"  (including the terms "controlled by" and "under common control with")
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management  and policies of such Person,  whether  through
ownership of voting securities, by contract or otherwise.

     "AFFILIATED GROUP" means any affiliated group within the meaning of Section
1504 of the Code or any  comparable  or analogous  group under  state,  local or
foreign Law.

     "AIMCMC" means Asian Infrastructure Mezzanine Capital Management Co., Ltd.,
a Cayman Islands corporation.

     "BUSINESS  DAY"  means  any  day of the  year  on  which  national  banking
institutions in New York are open to the public for conducting  business and are
not required or authorized by Law to close.

     "CARRIED  INTEREST"  means,  with  respect to a Fund,  a Person's  right to
share,  directly or indirectly,  in profits,  income,  gains or distributions of
such  Fund,  that is  disproportionate  to  such  Person's  capital  investment,
directly or indirectly, in such Fund.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended.

     "CONTRACT"  means any contract,  agreement,  indenture,  note,  bond, loan,
instrument, lease, commitment or other arrangement or agreement, whether written
or oral,  under  which any party  thereto by the  express  terms  thereof has an
on-going or continuing Liability or right or entitlement after the date hereof.

     "DAI" means  Darby Asia  Investors,  Ltd.,  a company  incorporated  in the
British Virgin Islands.

     "DAI  SHARES"  means an  aggregate  of 800,000  shares,  $.01 par value per
share, of DAI.

     "DAI-HK"  means  Darby  Asia  Investors  (HK),  Ltd.,  a Hong Kong  limited
liability company.

     "DAI-HK SHARE" means that one share of the capital stock of DAI-HK owned by
DOP.

     "DARBY COMPANIES" means DOIL and the Subsidiaries.


                                       2
<PAGE>


     "DARBY FUNDS" means the Sponsored Darby Funds and the Advised Darby Funds.

     "DARBY INCOME FUNDS" means Darby Emerging  Markets Income Fund, L.P., Darby
Emerging  Markets  Income Fund,  Ltd.  and Darby  Emerging  Markets  Income Fund
(Master), L.P.

     "DOIL  SHAREHOLDERS  AGREEMENT" means that certain  Shareholders  Agreement
dated as of February 4, 1994, by and among the DOIL Sellers and DOIL.

     "DOP LP AGREEMENT" means that certain limited partnership agreement of DOP,
dated February 9, 1994.

     "DOP PARTNER  DOCUMENTS"  means the DOP LP Agreement  and the First Amended
and  Restated  Take-Along  Agreement  dated as of December 30, 1994 by and among
DOIL and certain DOP Sellers signatory thereto.

     "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder by the SEC.

     "FUND" means a vehicle or other arrangement for collective investment.

     "GAAP" means generally accepted accounting  principles in the United States
as in effect at the time any applicable  financial  statements  were prepared or
any act requiring the application of GAAP was performed.

     "GBA" means the Gramm-Leach-Bliley Act.

     "GOVERNMENTAL BODY" means any government or governmental or regulatory body
thereof,  or political  subdivision  thereof,  whether federal,  state, local or
foreign,  or any agency,  instrumentality or authority thereof,  or any court or
arbitrator (public or private).

     "INDEBTEDNESS"  of any  Person  means  the  indebtedness  of  such  Person,
including  without  limitation or duplication,  (i) the principal of and premium
(if any) in respect of (A)  indebtedness  of such Person for money  borrowed and
(B)  indebtedness  evidenced  by  notes,  debentures,  bonds  or  other  similar
instruments for the payment of which such Person is responsible or liable;  (ii)
all  obligations  of such Person  under  leases  required to be  capitalized  in
accordance with GAAP; (iii) all obligations of such Person for the reimbursement
of any obligor on any letter of credit,  banker's  acceptance or similar  credit
transaction; (iv) all obligations of the type referred to in clauses (i) through
(iii) of any  Persons for the  payment of which such  Person is  responsible  or
liable,  directly or  indirectly,  as obligor,  guarantor,  surety or otherwise,
including  guarantees of such  obligations;  and (v) all obligations of the type
referred to in clauses (i) through (iv) of other Persons  secured by any Lien on
any property or asset of such Person  (whether or not such obligation is assumed
by such Person).

     "INDIVIDUAL  SELLERS"  means  the  Sellers  other  than  the  Institutional
Sellers.


                                       3
<PAGE>

     "INSTITUTIONAL SELLERS" means Bechtel DOP Enterprises,  Inc., Massachusetts
Mutual Life Insurance Company, Lubar Nominees, Wiegers & Co., Shultz 1989 Family
Trust and BEn Direct Investments, LLC.

     "INTELLECTUAL  PROPERTY" means all intellectual property rights used by the
Darby  Companies and the Sponsored Darby Funds arising from or in respect of the
following,  whether  protected,  created or arising under the laws of the United
States or any other  jurisdiction:  (i) all patents and  applications  therefor,
including  continuations,  divisionals,  continuations-in-part,  or  reissues of
patent applications and patents issuing thereon (collectively,  "PATENTS"), (ii)
all trademarks,  service marks, trade names,  service names, brand names, logos,
Internet  domain names and  corporate  names and general  intangibles  of a like
nature, together with the goodwill associated with any of the foregoing, and all
applications,  registrations and renewals thereof (collectively, "Marks"), (iii)
copyrights and registrations and applications  therefor, and works of authorship
(collectively,  "COPYRIGHTS"),  (iv)  proprietary or  confidential  discoveries,
concepts,  ideas,  research and  development,  know-how,  formulae,  inventions,
compositions,  technical data, procedures,  designs,  drawings,  databases,  and
other  proprietary  and  confidential  information,  including  investor  lists,
performance  data,  trading  strategies  and  business and  marketing  plans and
proposals of the Darby  Companies  and the Sponsored  Darby Funds,  in each case
excluding  any rights in respect of any of the  foregoing  that  comprise or are
protected by Copyrights or Patents (collectively,  "TRADE SECRETS"), and (v) all
Software of the Darby Companies and the Sponsored Darby Funds.

     "INTELLECTUAL  PROPERTY  LICENSES" means (i) any grant to a third Person by
any  Darby  Company  or  Sponsored  Darby  Fund of any  right  to use any of the
Intellectual  Property,  and (ii) any grant to any Darby  Company  or  Sponsored
Darby Fund of a right to use a third Person's intellectual property rights which
is necessary for the use of any Intellectual Property.

     "INVESTMENT  COMPANY" has the meaning set forth in the  Investment  Company
Act.

     "INVESTMENT  COMPANY  ACT" means the  Investment  Company  Act of 1940,  as
amended, and the rules and regulations promulgated thereunder by the SEC.

     "IRS" means the Internal Revenue Service.

     "KNOWLEDGE"  means,  with  respect to (i) the Darby  Companies,  the actual
knowledge  after due  inquiry of Nicholas  F.  Brady,  Richard H.  Frank,  Scott
Beatty, Clark Nielsen, Nelson Oliveira, Meredith B. Oliver, Julio Lastres, Peter
Jones,  Alejandro Schwedhelm,  Robert Graffam, Pedro Batalla, Simon Sham or John
Yonemoto,  (ii) any individual,  the actual  knowledge after due inquiry of such
individual or (iii) any other Person,  the actual knowledge after due inquiry of
the officers and directors of such Person.

     "LAW" means any  foreign,  federal,  state or local law  (including  common
law),  statute,  code,  ordinance,  rule,  regulation or other  requirement of a
Governmental Body.

     "LEGAL PROCEEDING" means any judicial,  administrative or arbitral actions,
suits,  proceedings  (public or private) or claims or proceedings by or before a
Governmental Body.


                                       4
<PAGE>

     "LIABILITY"  means any  Indebtedness,  loss,  damage or liability  (whether
direct or indirect, asserted or unasserted,  absolute or contingent,  accrued or
unaccrued,  liquidated or unliquidated,  or due or to become due, and whether in
contract, tort, strict liability or otherwise), including all costs and expenses
relating thereto.

     "LIEN" means a ny lien, pledge, mortgage, deed of trust, security interest,
claim,  lease,  charge,  option,  right of first refusal,  easement,  servitude,
transfer restriction under any shareholder or similar agreement,  or encumbrance
of any nature whatsoever.

     "MATERIAL  ADVERSE  EFFECT"  means a  material  adverse  effect  on (i) the
business,  assets,  properties,  results of operations or financial condition of
the Darby Companies, taken as a whole, or (ii) the ability of any Darby Party to
consummate the transactions contemplated by this Agreement;  PROVIDED,  HOWEVER,
that a Material Adverse Effect shall not include any effect primarily  resulting
from  general  economic  conditions;  exchange  rate  fluctuations;  changes  in
prevailing interest rates; political instability;  acts of war or terrorism; any
adverse developments in the lending, mezzanine capital or private equity markets
in the Latin American or Asia/Pacific region generally;  and the announcement or
implementation of any of the transactions contemplated by this Agreement (except
in each case for effects  which have a  disproportionate  adverse  effect on the
Darby Companies as compared to other  privately-owned  emerging  markets private
investment  fund managers  operating  primarily in the same markets as the Darby
Companies).

     "NASD" means the National  Association of Securities  Dealers,  Inc. or any
one or more of its subsidiaries,  as the context may require,  and any successor
to any of them.

     "ORDER"  means any  order,  injunction,  judgment,  decree,  ruling,  writ,
assessment or arbitration award.

     "ORDINARY COURSE OF BUSINESS" means with respect to any Person the ordinary
and usual course of day-to-day operations of the business of such Person through
the date hereof.

     "PERMITS" means any approvals, authorizations,  consents, licenses, permits
or certificates.

     "PERMITTED  EXCEPTIONS"  means (i) all defects,  exceptions,  restrictions,
easements,  rights  of way and  encumbrances  disclosed  in  policies  of  title
insurance which have been made available to Purchaser;  (ii) statutory Liens for
current taxes,  assessments or other governmental  charges not yet delinquent or
the amount or validity of which is being  contested in good faith by appropriate
proceedings,  provided an  appropriate  reserve is established  therefor;  (iii)
mechanics',  carriers',  workers',  repairers'  and  similar  Liens  arising  or
incurred  in the  Ordinary  Course  of  Business  that are not  material  to the
business,  operations  or financial  condition of the Darby  Company  owning the
property  subject  thereto;  (iv)  zoning,  entitlement  and other  land use and
environmental  regulations by any  Governmental  Body; (v) statutory  landlords'
Liens; and (vi) such other imperfections in title,  easements,  restrictions and
encumbrances which do not materially detract from the value of the Darby Company
owning the property subject thereto or materially interfere with its business or
operations.


                                       5
<PAGE>

     "PERSON" means any individual, corporation,  partnership, limited liability
company, limited duration company, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, Governmental Body or other entity.

     "PORTFOLIO  COMPANY"  means  any  Person of which  any  outstanding  voting
securities or other voting equity interests are owned or controlled, directly or
indirectly, by a Darby Fund.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES   LAWS"  means  the  Securities  Act,  the  Exchange  Act,  the
Investment  Company Act, the Advisers Act, the CEA, the securities or "blue sky"
laws  of any  state  or  territory  of the  United  States  and  the  rules  and
regulations of the NASD and the comparable laws, rules and regulations in effect
in any other country.

     "SOFTWARE" means any and all (i) computer  programs,  including any and all
software  implementations of algorithms,  models and  methodologies,  whether in
source code or object code, (ii) databases and  compilations,  including any and
all data and collections of data,  whether machine readable or otherwise,  (iii)
descriptions,  flow-charts and other work product used to design, plan, organize
and develop any of the foregoing,  screens,  user  interfaces,  report  formats,
firmware,  development tools, templates,  menus, buttons and icons, and (iv) all
documentation including user manuals and other training documentation related to
any of the foregoing.

     "SPONSORED DARBY FUNDS" means the Funds listed on EXHIBIT B hereto.

     "SUBSIDIARY"  means (i) any Person of which a majority  of the  outstanding
voting  securities  or other voting equity  interests  are owned or  controlled,
directly or  indirectly,  by DOIL,  including  DOP, but not  including the Darby
Funds or the Portfolio  Companies,  and (ii) Darby-BBVA Latin America Investors,
Ltd., a Cayman Islands corporation.

     "TAX  RETURN"  means  all  returns,   declarations,   reports,   estimates,
information returns and statements required to be filed in respect of any Taxes.

     "TAXES"  means (i) all federal,  state,  local or foreign  taxes,  charges,
fees, imposts, levies or other assessments,  including,  without limitation, all
net income,  gross  receipts,  capital,  sales,  use, ad valorem,  value  added,
transfer,  franchise,  profits, inventory, capital stock, license,  withholding,
payroll, employment,  social security,  unemployment,  excise, severance, stamp,
occupation,  property and estimated taxes, customs duties, fees, assessments and
charges of any kind whatsoever,  (ii) all interest,  penalties, fines, additions
to tax or additional  amounts imposed by any taxing authority in connection with
any item  described  in clause (i),  and (iii) any  liability  in respect of any
items  described  in clauses  (i)  and/or  (ii)  payable by reason of  contract,
assumption,  transferee liability, operation of Law, Treasury Regulation section
1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar
provision under Law) or otherwise.

     "TAXING   AUTHORITY"  means  the  IRS  and  any  other   Governmental  Body
responsible for the administration of any Tax.


                                       6
<PAGE>

     (b)  TERMS  DEFINED  ELSEWHERE  IN THIS  AGREEMENT.  For  purposes  of this
Agreement,  the  following  terms  have  meanings  set  forth  in  the  sections
indicated:

TERM                               SECTION
----                               -------

Agreement                          Preamble
Approval Items                     10.5(b)(i)
Balance Sheet                      5.8(a)
Balance Sheet Date                 5.8(a)
Basket                             10.4(c)
CEA                                5.22(e)
CFTC                               5.22(e)
Claim                              10.3(a)
Closing                            3.1
Closing Date                       3.1
Confidential Information           8.6(a)
Copyrights                         1.1(a) (in Intellectual Property definition)
Darby Employees                    8.9
Darby Fund Agreements              5.23(b)
Darby Marks                        8.8
Darby Parties                      Preamble
Disputes                           11.4
DOIL                               Preamble
DOIL Balance Sheet                 5.8(a)
DOIL Common Stock                  5.4(a)
DOIL Documents                     5.2(a)
DOIL Purchase Price                2.2(a)
DOIL Sellers                       Preamble
DOIL Shares                        Recitals
DOP                                Preamble
DOP Documents                      5.2(b)
DOP Interests                      Recitals
DOP Purchase Price                 2.2(b)
DOP Sellers                        Preamble
Employee Arrangements              5.16(a)
ERISA                              5.16(a)
ERISA Affiliate                    5.16(a)
ERISA Plans                        8.9
Expenses                           10.2(a)(iv)
Financial Statements               5.8(a)
FIRPTA Affidavit                   9.1(h)
FRI                                Preamble
Losses                             10.2(a)(i)
Marks                              1.1(a) (in Intellectual Property definition)
Material Contracts                 5.15(a)
New York Courts                    11.4
NFA                                5.22(e)


                                       7
<PAGE>

Notified Party                     10.5(d)(i)
Patents                            1.1(a) (in Intellectual Property definition)
Patriot Act                        5.27
Personal Property Leases           5.13
Privacy Rules                      5.26
Pru Sellers                        5.23(u)
Purchaser                          Preamble
Purchaser Documents                7.2
Purchaser Indemnified Parties      10.2(a)
Real Property Lease                5.12
Securities Act                     7.5
Seller Documents                   6.2
Seller Indemnified Parties         10.2(b)
Seller Representative              11.3
Sellers                            Preamble
Straddle Period                    10.5(b)(v)
Survival Period                    10.1
Take Along Agreement               8.11(b)(v)
Tax Claim                          10.5(d)(i)
Trade Secrets                      1.1(a) (in Intellectual Property definition)

     (c) OTHER DEFINITIONAL AND INTERPRETIVE MATTERS. Unless otherwise expressly
provided, for purposes of this Agreement,  the following rules of interpretation
shall apply:

     CALCULATION  OF TIME  PERIOD.  When  calculating  the period of time before
which,  within  which or  following  which  any act is to be done or step  taken
pursuant to this  Agreement,  the date that is the reference date in calculating
such period shall be excluded.  If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business Day.

     DOLLARS. Any reference in this Agreement to $ shall mean U.S. dollars.

     EXHIBITS/SCHEDULES. The Exhibits and Schedules to this Agreement are hereby
incorporated  and made a part hereof and are an integral part of this Agreement.
Any capitalized  terms used in any Schedule or Exhibit but not otherwise defined
therein shall be defined as set forth in this Agreement.

     GENDER AND NUMBER.  Any reference in this Agreement to gender shall include
all genders,  and words  imparting  the singular  number only shall  include the
plural and vice versa.

     HEADINGS.  The  provision  of a Table of  Contents,  the  division  of this
Agreement into Articles,  Sections and other  subdivisions  and the insertion of
headings  are for  convenience  of  reference  only and shall  not  affect or be
utilized in construing or interpreting  this  Agreement.  All references in this
Agreement to any "Section" are to the  corresponding  Section of this  Agreement
unless otherwise specified.


                                       8
<PAGE>

     HEREIN.   The  words  such  as  "herein,"   "hereinafter,"   "hereof,"  and
"hereunder"  refer to this  Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires.

     INCLUDING.  The word "including" or any variation thereof means "including,
without  limitation"  and shall not be construed to limit any general  statement
that it  follows  to the  specific  or  similar  items  or  matters  immediately
following it.

     (d) AGREEMENT DRAFTED JOINTLY. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement and, in the event an ambiguity
or  question  of  intent  or  interpretation  arises,  this  Agreement  shall be
construed as jointly  drafted by the parties hereto and no presumption or burden
of proof  shall  arise  favoring  or  disfavoring  any  party by  virtue  of the
authorship of any provision of this Agreement.

                                   ARTICLE II

            SALE AND PURCHASE OF SHARES AND INTERESTS; CONSIDERATION

     2.1 SALE AND PURCHASE OF SHARES AND INTERESTS.

     (a) Upon the terms and subject to the conditions  contained  herein, on the
Closing Date, each DOIL Seller agrees to sell to Purchaser, and Purchaser agrees
to purchase,  and FRI shall cause Purchaser to purchase,  from each DOIL Seller,
the DOIL Shares owned by such DOIL Seller set forth  opposite such DOIL Seller's
name on EXHIBIT C hereto.

     (b) Upon the terms and subject to the conditions  contained  herein, on the
Closing Date, each DOP Seller agrees to sell to Purchaser,  and Purchaser agrees
to purchase,  and FRI shall cause  Purchaser to purchase,  from each DOP Seller,
the DOP Interests  owned by such DOP Seller set forth opposite such DOP Seller's
name on EXHIBIT C hereto.

     2.2 CONSIDERATION.

     (a) The aggregate  consideration  for the DOIL Shares shall be an amount in
cash equal to $762,751 (the "DOIL PURCHASE PRICE").

     (b) The aggregate consideration for the DOP Interests shall be an amount in
cash equal to $75,115,821 (the "DOP PURCHASE PRICE").

     2.3 PAYMENT OF PURCHASE PRICE.

     (a) On the Closing Date, Purchaser shall pay, and FRI shall cause Purchaser
to pay, the DOIL Purchase Price to the DOIL Sellers, as set forth on EXHIBIT C.

     (b) On the Closing Date, Purchaser shall pay, and FRI shall cause Purchaser
to pay, the DOP Purchase Price to the DOP Sellers, as set forth on EXHIBIT C.


                                       9
<PAGE>

     (c) Purchaser  shall pay the DOIL Purchase Price and the DOP Purchase Price
by wire transfers of immediately  available  funds into such account or accounts
specified by DOIL in writing at least two Business Days prior to Closing.

                                   ARTICLE III

                                     CLOSING

     3.1 CLOSING DATE.  Subject to the  satisfaction of the conditions set forth
in SECTIONS 9.1 and 9.2 hereof (or the waiver  thereof by the party  entitled to
waive that  condition),  the closing of the sale and purchase of the DOIL Shares
and the DOP Interests  provided for in SECTION 2.1 hereof (the "CLOSING")  shall
take  place at the  offices of Weil,  Gotshal & Manges LLP  located at 767 Fifth
Avenue,  New York,  New York 10153 (or at such other  place as the  parties  may
designate  in writing) at 10:00 a.m.  (New York City time) on October 10,  2003,
provided  that on or  prior  to such  date all of the  conditions  set  forth in
ARTICLE IX (other than  conditions  that by their  nature are to be satisfied at
the Closing, but subject to the satisfaction or waiver of such conditions) shall
have been satisfied or waived. Notwithstanding the preceding sentence, FRI shall
have the right,  upon at least three Business Days prior written notice to DOIL,
to establish a closing date prior to October 10, 2003, provided that on or prior
to such closing date all of the  conditions  set forth in ARTICLE IX (other than
conditions that by their nature are to be satisfied at the Closing,  but subject
to the satisfaction or waiver of such  conditions)  shall have been satisfied or
waived.  The date on which  the  Closing  shall be held is  referred  to in this
Agreement as the "CLOSING DATE".

                                   ARTICLE IV

                                   TERMINATION

     4.1 TERMINATION OF AGREEMENT. This Agreement may be terminated prior to the
Closing as follows:

     (a) At the  election  of DOIL or  Purchaser  on or after  October  10, 2003
(unless such date is extended by mutual agreement of DOIL and Purchaser), if the
Closing shall not have occurred by the close of business on such date,  provided
that (i) DOIL may not so  terminate  this  Agreement  if any  Darby  Party is in
material default of any of its obligations  hereunder and (ii) Purchaser may not
so terminate this Agreement if either Purchaser or FRI is in material default of
any of its obligations hereunder;

     (b) by mutual written consent of DOIL and Purchaser;

     (c) by DOIL or Purchaser if there shall be in effect a final  nonappealable
Order of a Governmental Body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions  contemplated hereby;
it being  agreed  that the  parties  hereto  shall  promptly  appeal any adverse
determination which is not nonappealable (and pursue such appeal with reasonable
diligence);

     (d) by  Purchaser  if  there  shall  have  been a  material  breach  of any
representation,  warranty, covenant or agreement of any Darby Party set forth in
this  Agreement,


                                       10
<PAGE>

which  breach  would give rise to a failure of a condition  set forth in SECTION
9.1(a),  9.1(b), 9.1(c) or 9.1(d) and is incapable of being cured or, if capable
of being  cured,  shall not have been cured  within  twenty (20)  Business  Days
following receipt by DOIL of written notice of such breach from Purchaser; or

     (e)  by  DOIL  if  there   shall  have  been  a  material   breach  of  any
representation, warranty, covenant or agreement of Purchaser or FRI set forth in
this  Agreement,  which breach  would give rise to a failure of a condition  set
forth in SECTION 9.2(a) or 9.2(b) and is incapable of being cured or, if capable
of being  cured,  shall not have been cured  within  twenty (20)  Business  Days
following receipt by Purchaser of written notice of such breach from DOIL.

     4.2 PROCEDURE UPON TERMINATION.  In the event of a termination by Purchaser
or DOIL, or both,  pursuant to SECTION 4.1 hereof,  written notice thereof shall
forthwith be given to the other,  and this Agreement  shall  terminate,  and the
purchase of the DOIL Shares and the DOP Interests  hereunder shall be abandoned,
without further action by Purchaser or FRI or any Darby Party.

     4.3 EFFECT OF  TERMINATION.  If this  Agreement  is validly  terminated  as
provided herein, then each of the parties hereto shall be relieved of its duties
and obligations  arising under this Agreement after the date of such termination
and such termination shall be without  liability to any party hereto;  PROVIDED,
HOWEVER, that the provisions of SECTIONS 8.6 and 8.7 and ARTICLE XI hereof shall
survive  any such  termination  and shall be  enforceable  hereunder;  PROVIDED,
FURTHER,  that nothing in this SECTION 4.3 shall relieve any party hereto of any
liability  for a  breach  of  this  Agreement  prior  to the  effective  date of
termination.

                                   ARTICLE V

          REPRESENTATIONS AND WARRANTIES OF DOIL AND DOP REGARDING THE
                                DARBY COMPANIES

     Each of DOIL and DOP hereby  represents and warrants  jointly and severally
to Purchaser and FRI that:

     5.1 ORGANIZATION AND GOOD STANDING.

     (a) DOIL is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and authority to own, lease and operate its properties and to carry on its
business as now  conducted.  DOIL is duly qualified or authorized to do business
as a  foreign  corporation  and is in  good  standing  under  the  laws  of each
jurisdiction  in which the  conduct  of its  business  or the  ownership  of its
properties requires such qualification or authorization.

     (b) DOP is a limited partnership duly formed,  having a legal existence and
in good  standing  under the laws of the State of Delaware and has all requisite
limited partnership power and authority to own, lease and operate its properties
and to  carry  on its  business  as now  conducted.  DOP is  duly  qualified  or
authorized  to do  business  as a  foreign  limited  partnership  and is in good
standing  under  the laws of each  jurisdiction  in  which  the  conduct  of its
business or the  ownership of its  properties  requires  such  qualification  or
authorization.


                                       11
<PAGE>

     5.2 AUTHORIZATION OF AGREEMENT.

     (a) DOIL has all  requisite  corporate  power and  authority to execute and
deliver  this  Agreement  and each  other  agreement,  document,  instrument  or
certificate,  if any,  contemplated  by this Agreement to be executed by DOIL in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  (together  with  this  Agreement,  the  "DOIL  DOCUMENTS"),   and  to
consummate the transactions contemplated hereby and thereby to be consummated by
DOIL. The execution and delivery by DOIL of this Agreement and each of the other
DOIL Documents and the consummation of the transactions  contemplated hereby and
thereby to be  consummated  by DOIL have been duly  authorized  by all  required
corporate  action on the part of DOIL.  This Agreement has been, and each of the
other  DOIL  Documents  will be at or prior  to the  Closing,  duly and  validly
executed and delivered by DOIL and (assuming  the due  authorization,  execution
and  delivery  by  the  other  parties   hereto  and  thereto)  this   Agreement
constitutes, and each of the other DOIL Documents when so executed and delivered
will  constitute,  legal,  valid and binding  obligations  of DOIL,  enforceable
against DOIL in accordance with their  respective  terms,  subject to applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability,  to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing  (regardless  of whether  enforcement is sought in a
proceeding at law or in equity).

     (b) DOP has all  requisite  partnership  power and authority to execute and
deliver  this  Agreement  and each  other  agreement,  document,  instrument  or
certificate,  if any,  contemplated  by this  Agreement to be executed by DOP in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement (together with this Agreement, the "DOP DOCUMENTS"), and to consummate
the transactions  contemplated  hereby and thereby to be consummated by DOP. The
execution  and  delivery  by DOP of this  Agreement  and each of the  other  DOP
Documents  and the  consummation  of the  transactions  contemplated  hereby and
thereby  to be  consummated  by DOP have been duly  authorized  by all  required
partnership  action on the part of DOP. This Agreement has been, and each of the
other  DOP  Documents  will be at or prior  to the  Closing,  duly  and  validly
executed and delivered by DOP and (assuming the due authorization, execution and
delivery by the other parties  hereto and thereto) this  Agreement  constitutes,
and  each of the  other  DOP  Documents  when so  executed  and  delivered  will
constitute, legal, valid and binding obligations of DOP, enforceable against DOP
in accordance with their  respective  terms,  subject to applicable  bankruptcy,
insolvency,  reorganization,  moratorium and similar laws  affecting  creditors'
rights and remedies  generally,  and subject,  as to enforceability,  to general
principles of equity,  including principles of commercial  reasonableness,  good
faith  and fair  dealing  (regardless  of  whether  enforcement  is  sought in a
proceeding at law or in equity).

     5.3 CONFLICTS; CONSENTS OF THIRD PARTIES.

     (a) None of the  execution  and delivery by DOIL of this  Agreement and the
other DOIL  Documents and by DOP of this  Agreement and the other DOP Documents,
the  consummation  by  DOIL  or  DOP  of  the  transactions  contemplated  to be
consummated  by either of them  hereby or thereby or  compliance  by DOIL or DOP
with any of the provisions  hereof or thereof  applicable to either of them will
(i)  violate  the  certificate  of   incorporation   or  by-laws  or


                                       12
<PAGE>

comparable organizational documents of any Darby Company or Sponsored Darby Fund
or (ii) except as set forth on SCHEDULE 5.3(a),  and assuming that the consents,
waivers,  approvals,  authorizations,  declarations,  filings and  notifications
referred to in SECTIONS  5.3(b) and 6.3(b) are duly obtained and made,  conflict
with, or result in any violation of or default (with or without  notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration  of any obligation or to loss of a material  benefit under, or give
rise to any obligation of any Darby Company to make any payment under, or to the
increased,  additional,  accelerated or guaranteed rights or entitlements of any
Person under,  or result in the creation of any Liens upon any of the properties
or assets of any Darby Company  under,  (w) any Contract or Darby Fund Agreement
to which any Darby Company or Sponsored Darby Fund is a party or by which any of
the properties or assets of any Darby Company or Sponsored Darby Fund are bound;
(x) any Permit of any Darby  Company or Sponsored  Darby Fund;  (y) any Order of
any Governmental Body applicable to any Darby Company or Sponsored Darby Fund or
any of the properties or assets of any Darby Company or Sponsored  Darby Fund as
of the date hereof;  or (z) any Law applicable to any Darby Company or Sponsored
Darby Fund.

     (b) Except as set forth on SCHEDULE 5.3(b), no consent,  waiver,  approval,
license,  permit,  ruling or authorization of, or declaration or filing with, or
notification to, any Person or Governmental  Body is required on the part of any
Darby Company in connection  with (i) the execution and delivery by DOIL and DOP
of this Agreement and the other DOIL Documents and DOP Documents, the compliance
by  DOIL  and  DOP  with  any  of  the  provisions  hereof  or  thereof,  or the
consummation of the  transactions  contemplated  hereby or thereby,  or (ii) the
continuing validity and effectiveness  immediately  following the Closing of any
Permit or  Contract  of any Darby  Company,  except for  approval  of the Cayman
Islands Monetary Authority.

     5.4 CAPITALIZATION.

     (a) The  authorized  capital  stock of DOIL  consists  of 10,000  shares of
common  stock,  $1.00 par value per share (the "DOIL COMMON  STOCK").  As of the
date  hereof,  there  are  1,666.67  shares  of DOIL  Common  Stock  issued  and
outstanding  and no shares  of DOIL  Common  Stock are held by DOIL as  treasury
stock.  All of the issued and outstanding  shares of DOIL Common Stock were duly
authorized for issuance and are validly issued,  fully paid and  non-assessable.
Except for the DOP  Interests,  interests of  Affiliates of Purchaser in DOP and
DOIL's interest in DOP as its sole general  partner,  and except as set forth on
SCHEDULE  5.4(a)(i),  there are no equity  interests in DOP,  including  without
limitation any rights to profits, income, gains, distributions,  capital, equity
or similar rights or interests,  or any rights to any payments measured in whole
or in  part  by any of  the  foregoing.  All of  the  DOP  Interests  were  duly
authorized for issuance and are validly issued.

     (b) Except as set forth on SCHEDULE 5.4(b)(i), there is no existing option,
warrant,  call, right or Contract of any character  requiring,  and there are no
securities of DOIL or DOP  outstanding  which upon  conversion or exchange would
require,  the  issuance,  sale or transfer of any  additional  shares of capital
stock  or  other  equity  securities  of or  interests  in DOIL or DOP or  other
securities  convertible  into,  exchangeable  for or  evidencing  the  right  to
subscribe for or purchase shares of capital stock or other equity  securities of
or interests in DOIL or DOP. Except as set forth on SCHEDULE 5.4(b)(ii), none of
the  Darby  Companies  is a party to any  voting


                                       13
<PAGE>

trust or other Contract with respect to the voting,  redemption,  sale, transfer
or other  disposition  of the capital stock of DOIL or the partner  interests of
DOP.

     5.5  SUBSIDIARIES.  SCHEDULE  5.5(a) sets forth the name of each Subsidiary
(other than DOP), and, with respect to each such Subsidiary, the jurisdiction in
which it is incorporated or organized, the jurisdictions, if any, in which it is
qualified to do business,  the number of shares of its authorized capital stock,
the names of all stockholders or other equity owners and the number of shares of
stock owned by each stockholder or the amount or percentage,  if applicable,  of
equity owned by each equity owner.  Each such Subsidiary is a duly organized and
validly existing  corporation or other entity in good standing under the laws of
the  jurisdiction of its  incorporation or organization and is duly qualified or
authorized  to do  business  as a foreign  corporation  or entity and is in good
standing  under  the laws of each  jurisdiction  in  which  the  conduct  of its
business or the  ownership of its  properties  requires  such  qualification  or
authorization,  except  where the failure to be qualified  or  authorized  to do
business  as a foreign  corporation  would not  constitute  a  Material  Adverse
Effect.  Each such  Subsidiary  has all requisite  corporate or entity power and
authority  to own  its  properties  and  carry  on  its  business  as  presently
conducted.  No  shares  of  capital  stock  are held by any such  Subsidiary  as
treasury stock.  The outstanding  shares of capital stock or equity interests of
each such Subsidiary are validly issued, fully paid and non-assessable,  and all
such shares or other equity  interests  represented  as being owned by any Darby
Company are owned by it free and clear of any and all Liens, except as set forth
in  SCHEDULE  5.5(b)  and in the  respective  organizational  documents  of such
Subsidiaries  and in  the  Darby  Fund  Agreements  and  subject  to  applicable
Securities Laws. There is no existing option,  warrant,  call, right or Contract
to which any such Subsidiary is a party requiring,  and there are no convertible
securities  of any such  Subsidiary  outstanding  which  upon  conversion  would
require,  such  Subsidiary  to issue any  additional  shares of capital stock or
other equity  interests of any such Subsidiary or other  securities  convertible
into shares of capital stock or other equity interests of any such Subsidiary.

     5.6 RECORDS.

     (a) DOP and DOIL  have  delivered  or made  available  to  Purchaser  true,
correct and complete copies of the certificates of incorporation (each certified
by the  Secretary  of State  or other  appropriate  official  of the  applicable
jurisdiction of organization) and by-laws or comparable organizational documents
of each Darby Company and each Sponsored Darby Fund.

     (b) The minute books of each Darby  Company  previously  made  available to
Purchaser  contain,  in all material  respects,  true and correct records of all
meetings and accurately  reflect all other corporate  action of the stockholders
(or  other  equity  holders)  and  boards of  directors  (or  analogous  bodies)
(including  investment and other  committees and advisory boards thereof) of the
Darby  Companies.  The stock  certificate  books and stock transfer  ledgers (or
comparable  record books) of the Darby  Companies  previously  made available to
Purchaser are true,  correct and complete.  All stock  transfer  taxes levied or
payable with respect to all  transfers of shares of the Darby  Companies and the
Sponsored  Darby Funds  prior to the date hereof have been paid and  appropriate
transfer tax stamps affixed.

     5.7 INTENTIONALLY OMITTED.


                                       14
<PAGE>

     5.8 FINANCIAL STATEMENTS.

     (a) DOP and DOIL have  delivered  to  Purchaser  copies of (i) the  audited
consolidated  balance sheets of DOP and the audited balance sheets of DOIL as at
December 31, 2002, 2001 and 2000 and the related audited consolidated statements
of income and of cash flows of DOP and the related audited  statements of income
and  cash  flow  of DOIL  for the  years  then  ended  and  (ii)  the  unaudited
consolidated  balance sheet of DOP and the unaudited balance sheet of DOIL as at
June 30, 2003 and the related  unaudited  consolidated  statements of income and
cash flows of DOP and DOIL for the six month period then ended (such audited and
unaudited  statements,  including the related notes and schedules  thereto,  are
referred  to  herein  as the  "FINANCIAL  STATEMENTS").  Each  of the  Financial
Statements has been prepared in accordance with GAAP consistently applied by DOP
and DOIL  throughout the periods  presented and presents  fairly in all material
respects the financial position,  results of operations and cash flows of DOP on
a consolidated basis and DOIL as at the dates and for the periods indicated.

     For the purposes hereof, the audited  consolidated  balance sheet of DOP as
at  December  31, 2002 is  referred  to as the  "BALANCE  SHEET" and the audited
balance  sheet of DOIL as of  December  31,  2002,  is  referred to as the "DOIL
BALANCE  SHEET" and  December 31,  2002,  is referred to as the  "BALANCE  SHEET
DATE".

     (b) The Darby Companies make and keep books, records and accounts which, in
reasonable   detail,   accurately  and  fairly  reflect  the   transactions  and
dispositions of their respective assets. The Darby Companies maintain systems of
internal accounting  controls sufficient to provide reasonable  assurances that:
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorization;  and (ii)  transactions  are  recorded as  necessary to
permit the preparation of financial statements in conformity with GAAP.

     5.9 NO  UNDISCLOSED  LIABILITIES.  Except as set forth on SCHEDULE  5.9, no
Darby  Company  has any  Liabilities  of any kind  other  than  those  (i) fully
reflected in,  reserved  against or otherwise  described in the Balance Sheet or
the DOIL  Balance  Sheet or the notes  thereto or (ii) not material to the Darby
Companies or incurred in the Ordinary Course of Business.

     5.10 ABSENCE OF CERTAIN DEVELOPMENTS.  Except as expressly  contemplated by
this  Agreement or as set forth on SCHEDULE  5.10,  since the Balance Sheet Date
(i) the Darby Companies have conducted their  respective  businesses only in the
Ordinary  Course of  Business  and (ii)  there has not been any  event,  change,
occurrence or circumstance  that has had or could reasonably be expected to have
a Material  Adverse  Effect.  Except as set forth in  SCHEDULE  5.10,  since the
Balance Sheet Date,  none of the Darby  Companies has taken any action,  that if
taken  after the date of this  Agreement,  would  have  constituted  a breach of
SECTION 8.2.

     5.11 TAXES.

     (a) All  material  Tax Returns  required to be filed by or on behalf of any
Darby  Company or any  Affiliated  Group of which any Darby  Company is or was a
member have been duly and timely filed with the appropriate  Taxing Authority in
all  jurisdictions  in which such Tax  Returns are  required to be filed  (after
giving effect to any valid  extensions  of time in which to make such  filings),
and all  such Tax  Returns  are  true,  complete  and  correct  in all  material


                                       15
<PAGE>

respects. All material Taxes payable by or on behalf of any Darby Company or any
Affiliated  Group of which any Darby  Company is or was a member have been fully
and timely paid.  With respect to any period for which material Tax Returns have
not yet been filed or for which Taxes are not yet due or owing,  DOIL and/or DOP
has established adequate reserves for the payment of such Taxes in the Financial
Statements for the year ended December 31, 2002, and the six-month  period ended
June 30, 2003. All material required  estimated Tax payments have been fully and
timely made by or on behalf of each Darby Company.

     (b) Each Darby  Company has  complied  in all  material  respects  with all
applicable  Laws relating to the payment and  withholding  of material Taxes and
has duly and timely withheld and paid over to the appropriate  Taxing  Authority
all material  amounts  required to be so withheld and paid under all  applicable
Laws.

     (c) Except  with  respect  to all Tax  Returns of AIMCMC and DAI-HK for tax
periods  ended on or before March 1, 2002,  DOP and DOIL have made  available to
Purchaser complete copies of (i) all federal, state, local and foreign income or
franchise  Tax Returns of each Darby  Company  relating  to all taxable  periods
ended after  December 31, 1999, and (ii) any audit report issued within the last
three years relating to any Taxes due from or with respect to any Darby Company.
Except as set forth on SCHEDULE  5.11(c),  all income and  franchise Tax Returns
filed by or on behalf of any Darby  Company  have been  examined by the relevant
Taxing  Authority or the statute of limitations with respect to such Tax Returns
has expired.

     (d) No  written  or  otherwise  binding  claim  has  been  made by a Taxing
Authority in a  jurisdiction  where any Darby  Company does not file Tax Returns
such that it is or may be subject to taxation by that jurisdiction.

     (e) All deficiencies asserted or assessments made in writing as a result of
any  examinations  by any Taxing  Authority of the Tax Returns of, or including,
any  Darby  Company  have been  fully  paid,  and  there are no other  audits or
investigations  by any Taxing  Authority  for which any Darby  Company  has been
notified in writing,  in progress,  nor has any Seller or Darby Company received
any written notice from any Taxing  Authority that it intends to conduct such an
audit or  investigation.  To the Knowledge of the Darby Companies,  no issue has
been raised in writing by a Taxing  Authority  in any prior  examination  of any
Darby Company which,  by application  of the same or similar  principles,  could
reasonably  be expected to result in a proposed  deficiency  for any  subsequent
taxable period.

     (f) Except as set forth on SCHEDULE 5.11(f), no Darby Company nor any other
Person on their behalf has (i) filed a consent pursuant to Section 341(f) of the
Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of
a  subsection  (f) asset (as such term is defined in  Section  341(f)(4)  of the
Code) owned by any Darby Company, (ii) agreed to, nor are they required to, make
any adjustments  pursuant to Section 481(a) of the Code or any similar provision
of Law or has any  knowledge  that any Taxing  Authority  has  proposed any such
adjustment,  or has any application pending with any Taxing Authority requesting
permission  for any  changes  in  accounting  methods  that  relate to any Darby
Company,  (iii) executed or entered into a closing agreement pursuant to Section
7121 of the Code or any  similar  provision  of Law with  respect  to any  Darby
Company,  (iv)  requested  any  extension  of time within  which to file any Tax
Return, which Tax Return has since not been filed, (v) granted any extension for
the


                                       16
<PAGE>

assessment or collection of Taxes, which Taxes have not since been paid, or (vi)
granted to any  Person any power of  attorney  that is  currently  in force with
respect to any Tax matter.

     (g) Except with  respect to property  used  outside the United  States,  no
property  owned by any Darby  Company is (i) property  required to be treated as
being owned by another Person pursuant to the provisions of Section 168(f)(8) of
the Internal Revenue Code of 1954, as amended and in effect immediately prior to
the  enactment of the Tax Reform Act of 1986,  (ii)  "tax-exempt  use  property"
within the meaning of Section  168(h)(1)  of the Code,  (iii)  "tax-exempt  bond
financed  property"  within  the  meaning of  Section  168(g) of the Code,  (iv)
"limited use property"  within the meaning of Rev.  Proc.  2001-28,  2001-1 C.B.
1156,  (v) subject to Section  168(g)(1)(A)  of the Code, or (vi) subject to any
provision  of state,  local or foreign Law  comparable  to any of the  preceding
provisions.

     (h) Except as set forth on SCHEDULE 5.11(h),  no Seller is a foreign person
within the meaning of Section 1445 of the Code.

     (i) No Darby Company is a party to any tax sharing,  allocation,  indemnity
or similar  agreement or arrangement  (whether or not written) pursuant to which
it will have any  obligation to make any Tax payments  after the Closing  except
with respect to payments  required  under a  partnership  agreement  (or limited
liability  company  operating   agreement  or  other  similar  agreement)  as  a
distribution  to a partner (or  member) in respect of Taxes of such  partner (or
member).

     (j) There is no  contract,  agreement,  plan or  arrangement  covering  any
Person that, individually or collectively, could give rise to the payment of any
amount by reason of the  transactions  contemplated  by this Agreement  (whether
alone or in  combination  with any other event) that would not be  deductible by
Purchaser or any Darby Company by reason of Section 280G of the Code.

     (k) Except as set forth on SCHEDULE 5.11(k), no Darby Company is subject to
any  private  letter  ruling  of the IRS or  comparable  rulings  of any  Taxing
Authority.

     (l) No Darby Company has constituted either a "distributing corporation" or
a "controlled  corporation"  (within the meaning of Section  355(a)(1)(A) of the
Code) in a distribution of stock qualifying for tax-free treatment under Section
355 of the Code (A) in the two (2) years prior to the date of this  Agreement or
(B) in a  distribution  which  could  otherwise  constitute  part of a "plan" or
"series of related  transactions"  (within the meaning of Section  355(e) of the
Code) in conjunction with the transactions contemplated by this Agreement.

     (m) No Darby Company has (i) engaged in any "intercompany  transactions" in
respect of which gain was and  continues  to be  deferred  pursuant  to Treasury
Regulations  Section  1.1502-13 or any analogous or similar provision of Law, or
(ii) has any "excess loss  accounts"  in respect of the stock of any  Subsidiary
pursuant to Treasury Regulations Section 1.1502-19,  or any analogous or similar
provision of Law.

     (n) To the Knowledge of the Darby Companies,  there is no taxable income of
any Darby Company that will be required under  applicable Tax Law to be reported
by Purchaser


                                       17
<PAGE>

or any of its Affiliates for a taxable period  beginning  after the Closing Date
which taxable income was realized (and reflects  economic  income) arising prior
to the Closing Date.

     (o) SCHEDULE 5.11(o) lists each  jurisdiction in which, to the Knowledge of
the Darby  Companies,  any Darby  Company  has,  or has ever  had,  a  permanent
establishment  (other  than the  United  States),  or has  engaged in a trade or
business in any country  (other than the United States) that subjected it to tax
in such country.

     (p) SCHEDULE  5.11(p) lists each  Subsidiary and each Sponsored  Darby Fund
that is treated for federal income tax purposes as a  partnership.  DOP and each
other  Subsidiary and each Sponsored Darby Fund that is treated as a partnership
for federal income tax purposes  either have an election in effect under Section
754 of the Code or such election may be procured, and be effective, for the sale
of the DOP Interests pursuant hereto.

     (q) Neither DOP nor any other  Subsidiary  that is treated as a partnership
for federal  income tax purposes  owns any  property  that is subject to Section
704(c) of the Code,  excluding for this purpose  property that has been revalued
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

     (r) DAI-HK does not have any accumulated earnings and profits as determined
under Section 1248 of the Code.

     (s) DAI-HK has not  generated  material  amounts  of foreign  base  company
income under  Section 954 of the Code and has no  investments  in United  States
property within the meaning of Section 956 of the Code.

     5.12 REAL  PROPERTY.  The Darby  Companies do not own any real  property or
interests in real  property in fee.  SCHEDULE 5.12 sets forth a complete list of
all real property and interests in real property  leased by the Darby  Companies
(individually,  a "REAL  PROPERTY  LEASE" and  collectively,  the "REAL PROPERTY
LEASES").  The Real Property  Leases  constitute  all interests in real property
currently used or currently held for use in connection  with the business of the
Darby  Companies  and which are  necessary  for the  continued  operation of the
business of the Darby Companies as the business is currently conducted.

     5.13  TANGIBLE  PERSONAL  PROPERTY.  SCHEDULE 5.13 sets forth all leases of
personal  property  ("PERSONAL  PROPERTY  LEASES")  involving annual payments in
excess  of  $25,000  to which  any  Darby  Company  is a party  or by which  the
properties or assets of any Darby Company is bound. All of the items of personal
property  under the Personal  Property  Leases are in good  condition and repair
(ordinary  wear and tear  excepted) and are suitable for the purposes  used, and
such  property is in all  material  respects in the  condition  required of such
property  by the terms of the lease  applicable  thereto  during the term of the
lease.

     5.14 INTELLECTUAL PROPERTY.

     (a) SCHEDULE  5.14 sets forth an accurate and complete list of all Patents,
registered  Marks,   pending   applications  for  registrations  of  any  Marks,
registered Copyrights,  and pending applications for registration of Copyrights,
owned or filed by any Darby Company.  SCHEDULE 5.14 lists the  jurisdictions  in
which each such item of  Intellectual  Property has been


                                       18
<PAGE>

issued or  registered  or in which any such  application  for such  issuance and
registration has been filed.

     (b) The Darby  Companies  have  ownership or valid and legally  enforceable
rights  to use  all  Intellectual  Property  necessary  for the  conduct  of the
business of the Darby  Companies as currently  conducted.  No Darby  Company has
received in the prior  three  years any written  notice from any Person that any
use by any  Darby  Company  of  any  such  Intellectual  Property  infringes  or
otherwise violates the rights of any such Person.

     (c) No Darby Company or, to the Knowledge of the Darby Companies, any other
Person,  is in  default  (or with  notice  or lapse of time or both  would be in
default) in any material respect under any Intellectual  Property  Licenses.  No
Intellectual  Property  owned by any Darby Company and necessary for the conduct
of the business of the Darby Companies as currently conducted, is subject to any
outstanding claim, Order,  stipulation or settlement  agreement  restricting the
use thereof by any Darby Company or  restricting  the  licensing  thereof by any
Darby Company to any Person.

     (d) To the  Knowledge of the Darby  Companies,  no Person is  infringing or
otherwise violating any Intellectual Property of any Darby Company.

     5.15 MATERIAL CONTRACTS.

     (a)  SCHEDULE  5.15(a) sets forth all of the  following  Contracts to which
(except  with  respect to clause (xv) below) any Darby  Company is a party or by
which any of them is bound (collectively, the "MATERIAL CONTRACTS"):

          (i)  Contracts  with any  Seller or any  current  or  former  officer,
     director,  stockholder or Affiliate (other than DOP, DOIL and the Sponsored
     Darby Funds) of any Darby Company;

          (ii)  Contracts for the sale of any of the assets of any Darby Company
     other  than in the  Ordinary  Course  of  Business  or for the grant to any
     Person of any preferential rights to purchase any of its assets;

          (iii)   Contracts   for  joint   ventures,   strategic   alliances  or
     partnerships;

          (iv)  Contracts  containing  covenants  of any  Darby  Company  not to
     compete in any line of business or with any Person in any geographical area
     or covenants  of any other Person not to compete with any Darby  Company in
     any line of business or in any geographical area;

          (v) Contracts  relating to the acquisition by any Darby Company of any
     operating  business or the capital  stock of any other  Person other than a
     Sponsored Fund;

          (vi) Contracts relating to the incurrence,  assumption or guarantee of
     any  Indebtedness  by any Darby  Company  or  imposing a Lien on any of its
     assets;


                                       19
<PAGE>

          (vii) Contracts  under which any Darby  Company has made  advances or
     loans to any other Person;

          (viii) Contracts  under which any Darby  Company is  required  to make
     severance,  retention,  change in control or other similar  payments to any
     other Person;

          (ix)  Contracts for the  employment of any  individual on a full-time,
     part-time  or  consulting  or other basis  except as  contemplated  by this
     Agreement;

          (x)  outstanding  agreements of guaranty,  surety or  indemnification,
     direct or indirect, by any Darby Company;

          (xi)  Contracts  (or group of related  contracts)  which  involve  the
     expenditure by any Darby Company of more than $25,000  annually or $100,000
     in the aggregate over the term of the Contract;

          (xii) Advisory Agreements;

          (xiii) Real Property Leases and Personal Property Leases;

          (xiv)  Contracts  providing for finder's fees or fees for  introducing
     investments not otherwise included in the Darby Fund Agreements;

          (xv) the Darby Fund Agreements  (whether or not any Darby Company is a
     party thereto); and

          (xvi)  Contracts  (other  than  Contracts  related  to the  direct  or
     indirect  acquisition by the Darby Funds of any Portfolio Company) that are
     otherwise material to the Darby Companies.

     (b) Each of the  Material  Contracts is in full force and effect and is the
legal,  valid and binding  obligation of the applicable  Darby  Companies  party
thereto or bound thereby, enforceable against them in accordance with its terms,
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
similar laws affecting  creditors' rights and remedies generally and subject, as
to  enforceability,  to  general  principles  of equity  (regardless  of whether
enforcement is sought in a proceeding at law or in equity).  Except as set forth
on  SCHEDULE  5.15(b),  no Darby  Company is in default  (or with  notice or the
passage of time or both would be in default) in any material  respect  under any
material provision of any Material Contract,  and, to the Knowledge of the Darby
Companies,  no other party to any Material Contract is in default thereunder (or
with notice or the passage of time or both would be in default  thereunder).  No
party to any of the Material Contracts has exercised any termination rights with
respect  thereto.  DOP and DOIL have  delivered or otherwise  made  available to
Purchaser true,  correct and complete  copies of all of the Material  Contracts,
together with all amendments, modifications or supplements thereto.

     5.16 EMPLOYEE MATTERS.

     (a) SCHEDULE 5.16 sets forth a complete and correct list of:


                                       20
<PAGE>

          (i) all "employee  benefit  plans",  as defined in Section 3(3) of the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  and
     all bonus or other incentive compensation,  deferred compensation, employee
     loan, salary continuation, severance, sick days, stock award, stock option,
     stock purchase,  tuition assistance,  vacation pay, service award,  company
     car,  club  or  other  membership  agreements,   policies  or  arrangements
     (collectively,  "Benefit  Plans")  maintained  or  with  respect  to  which
     contributions  or  benefit  payments  would be made for the  benefit of any
     current or former  employee or director of any Darby  Company by DOIL or by
     any other Person  that,  together  with DOIL,  would be treated as a single
     employer  for  purposes of Section 414 of the Code (an "ERISA  AFFILIATE");
     and

          (ii)  all   employment,   consulting,   individual   compensation   or
     termination of service agreements ("EMPLOYEE ARRANGEMENTS") between DOIL or
     any of its ERISA  Affiliates on the one hand,  and any of their  respective
     current or former employees,  directors or other individuals,  on the other
     hand, as to which any Darby Company has any Liability.

     (b) With respect to each Benefit Plan and Employee Arrangement,  a complete
and correct copy of each of the  following  documents (if  applicable)  has been
provided or made  available to Purchaser:  (i) the most recent plan,  agreement,
policy or other document  constituting the Benefit Plan or Employee Arrangement,
and related trust documents,  and all amendments  thereto;  (ii) the most recent
summary plan description,  and all related summaries of material  modifications;
(iii) the most recent Form 5500 (including schedules);  (iv) the most recent IRS
determination  letter;  and (v) the most recent actuarial reports (including for
purposes of Financial Accounting Standards Board report no. 87, 106 and 112).

     (c) No Benefit  Plan  constitutes  a  "multiemployer  plan" (as  defined in
Section 4001(a)(3) of ERISA) or is subject to Title IV of ERISA.

     (d) The Benefit Plans intended to qualify under Section 401 of the Code are
so qualified, and the trusts maintained pursuant thereto are exempt from federal
income  taxation  under  Section  501(a) of the Code.  Nothing has occurred with
respect to the operation of the Benefit Plans which could cause the loss of such
qualification or exemption,  or the imposition of any Liability,  penalty or Tax
under ERISA or the Code.

     (e) The Benefit Plans and Employee Arrangements comply and have complied in
all material  respects with all  applicable  provisions of ERISA and other Laws.
There are no pending or, to the Knowledge of any Darby Company, threatened Legal
Proceedings  relating to or in  connection  with the  Benefit  Plans or Employee
Arrangements,  or the assets of any Benefit Plan (other than routine  claims for
benefits),  nor does any Darby  Company  have  Knowledge  of facts  which  could
reasonably be expected to form the basis for any such Legal Proceeding.

     (f) No  Benefit  Plan  provides  retiree  life or retiree  health  benefits
coverage beyond the last day of the month in which a  participant's  termination
of employment with a Darby Company occurs except as may be required under Part 6
of  Title  I of  ERISA  and at  the  sole  expense  of  the  participant  or the
participant's beneficiary.


                                       21
<PAGE>

     (g) Except as otherwise expressly set forth in this Agreement,  neither the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions  contemplated hereby will (i) result in any payment becoming due to
any employee of any Darby Company;  (ii) increase any benefits otherwise payable
under  any  Benefit  Plan  or  Employee  Arrangement  or  (iii)  result  in  the
acceleration of the time of payment or vesting of any such benefits.

     (h) All  contributions  required by Law or the terms of the  Benefit  Plans
have been fully and timely made.

     (i) No Darby  Company  is a party to any  labor  or  collective  bargaining
agreement  and  there are no labor or  collective  bargaining  agreements  which
pertain to employees of any Darby Company.  No employees of the Darby  Companies
are  represented by any labor  organization.  No labor  organization or group of
employees  of any Darby  Company has made a pending  demand for  recognition  or
certification,  and there are no representation or certification  proceedings or
petitions  seeking a  representation  proceeding  presently  pending  or, to the
Knowledge  of any Darby  Company,  threatened  in writing to be brought or filed
with the National Labor Relations Board or any other labor relations tribunal or
authority.  There are no  organizing  activities  involving  any  Darby  Company
pending with any labor organization or group of employees of any Darby Company.

     (j) There are no material  strikes,  work stoppages,  slowdowns,  lockouts,
material  arbitrations  or material  grievances or other material labor disputes
pending or, to the Knowledge of any Darby Company, threatened in writing against
or involving  any Darby  Company.  There are no unfair labor  practice  charges,
grievances  or  complaints  pending or, to the  Knowledge of any Darby  Company,
threatened  in writing by or on behalf of any  employee or group of employees of
any Darby Company.

     (k) There are no  complaints,  charges or claims  against any Darby Company
pending or, to the Knowledge of any Darby  Company,  threatened in writing to be
brought  or filed,  with any  Governmental  Body  based on,  arising  out of, in
connection  with,  or otherwise  relating to the  employment or  termination  of
employment by any Darby Company, of any individual.

     (l) Each Darby Company is in compliance  with all Laws and Orders  relating
to the  employment  of labor,  including  all such Laws and Orders  relating  to
wages, hours,  collective bargaining,  discrimination,  civil rights, safety and
health  workers'  compensation  and the  collection  and payment of  withholding
and/or Social Security Taxes and similar Taxes.

     5.17 LITIGATION. Except as set forth in SCHEDULE 5.17(A), there is no Legal
Proceeding  pending  or, to the  Knowledge  of the Darby  Companies,  threatened
against any Darby  Company or Sponsored  Darby Fund (or to the  Knowledge of the
Darby Companies,  pending or threatened,  against any of the officers, directors
or employees of any Darby Company or Sponsored  Darby Fund with respect to their
business  activities  on behalf of the Darby  Companies or Darby  Funds),  or to
which any Darby Company or Sponsored  Darby Fund is otherwise a party before any
Governmental  Body;  nor to the  Knowledge  of the Darby  Companies is there any
reasonable basis for any such Legal Proceeding.  Except as set forth in SCHEDULE
5.17(A),  to the Knowledge of the Darby Companies,  there is no Legal Proceeding


                                       22
<PAGE>

pending or threatened  against any Advised  Darby Fund that would  reasonably be
expected  to have an adverse  effect on the  compensation  to be received by any
Darby  Company  from such  Advised  Darby Fund.  Except as set forth on SCHEDULE
5.17(b),  no Darby  Company  or  Sponsored  Darby  Fund is subject to any Order.
Except as set forth on SCHEDULE  5.17(c),  no Darby  Company or Sponsored  Darby
Fund is engaged  in any legal  action to  recover  monies due it or for  damages
sustained by it.

     5.18 COMPLIANCE WITH LAWS; PERMITS.

     (a) Except as set forth on SCHEDULE 5.18(a)(i), each Darby Company and each
Sponsored Darby Fund is in compliance in all material  respects with all Laws of
any Governmental Body applicable to its business,  operations or assets.  Except
as set forth on SCHEDULE  5.18(a)(ii),  no Darby Company or Sponsored Darby Fund
has  received any written  notice of or been  charged with the  violation of any
Laws.  To the  Knowledge of the Darby  Companies,  no Darby Company or Sponsored
Darby Fund is under investigation with respect to the violation of any Laws.

     (b)  SCHEDULE  5.18(b)  contains a list of all material  Permits  which are
required  for the  operation  of the  business  of the Darby  Companies  and the
Sponsored  Darby Funds as presently  conducted  and as presently  intended to be
conducted.  The Darby Companies and the Sponsored Darby Funds currently have all
material  Permits  which are  required  for the  operation  of their  respective
businesses as presently  conducted.  No Darby Company or Sponsored Darby Fund is
in default or  violation,  and no event has occurred  which,  with notice or the
lapse of time or both, would constitute a default or violation,  in any material
respect of any term,  condition or provision of any material  Permit to which it
is a party,  to which its  business  is  subject or by which its  properties  or
assets are bound.  All such  Permits  are valid and in full force and effect and
are not  subject  to any  suspension,  modification  or  revocation  proceedings
relating thereto.

     5.19  INSURANCE.  Set forth in SCHEDULE  5.19(a) is a list of all insurance
policies  and all  fidelity  bonds held by or  applicable  to any Darby  Company
setting forth, in respect of each such policy,  the policy name,  policy number,
carrier, term, type and annual premium. Except as set forth on SCHEDULE 5.19(b),
none of the Darby  Companies  has taken any  action or failed to take any action
which could reasonably be expected to result in a retroactive  upward adjustment
in premiums  under any such  insurance  policies or which  could  reasonably  be
expected  to  result  in a  prospective  upward  adjustment  in  such  premiums.
Excluding insurance policies that have expired and been replaced in the Ordinary
Course  of  Business  consistent  with past  practice  and  excluding  insurance
policies under which DAI,  DAI-HK and their officers,  directors,  employees and
Affiliates  were insured that were  terminated  upon the  acquisition of the DAI
Shares and the DAI-HK Share by DOP, no insurance policy  applicable to any Darby
Company (other than DAI,  DAI-HK and AIMCMC) has been cancelled  within the last
two (2) years and, to the  Knowledge  of the Darby  Companies,  (i) no insurance
policy  applicable to DAI,  DAI-HK or AIMCMC has been cancelled  since March 31,
2002 and (ii) no  threat  has been made to cancel  any  insurance  policy of any
Darby Company during such period.  Except as set forth on SCHEDULE 5.19(c), none
of such insurance policies will terminate,  by its own terms, as a result of the
consummation  of  the  transactions  contemplated  hereby.  None  of  the  Darby
Companies has taken any action or failed to take any action, including,  without
limitation,  the failure by any Darby Company to give any notice or  information
or any Darby Company giving any inaccurate


                                       23
<PAGE>

or erroneous  notice or  information,  which limits or impairs the rights of any
Darby Company under any such insurance policies.

     5.20 RELATED  PARTY  TRANSACTIONS.  SCHEDULE  5.20(a) is a true and correct
list of each  Contract  between  any  Darby  Company,  Sponsored  Darby  Fund or
Portfolio Company on the one hand, and any officer,  director or employee of any
Darby  Company  (other  than in his or her  capacity as such) on the other hand,
and,  except  as set  forth  on  SCHEDULE  5.20(b),  each  such  Contract  is on
commercially  reasonable  terms no more  favorable to such officer,  director or
employee  than what a third  party  negotiating  on an  arms-length  basis would
expect.

     5.21 FINANCIAL ADVISORS. No Person has acted, directly or indirectly,  as a
broker, finder or financial advisor for any Darby Company in connection with the
transactions contemplated by this Agreement and no Person is entitled to any fee
or commission or like payment in respect thereof.

     5.22 COMPLIANCE.

     (a) Except as set forth on  SCHEDULE  5.18(a),  since  January 1, 2000,  no
Darby Company has received any notice that any  Governmental  Body has initiated
any  administrative  proceeding or investigation into the business or operations
of any Darby  Company or any  principal  employees  of any of them.  There is no
unresolved  violation or exception by any Governmental  Body with respect to any
report or statement by any Governmental  Body relating to any examination of any
Darby Company.

     (b) No Darby Company is ineligible  pursuant to Section 203 of the Advisers
Act or Section  15(b) of the Exchange  Act to serve as a  registered  investment
adviser or broker-dealer.

     (c) No Darby Company is registered  as, or is required to be registered as,
an  Investment  Company.  None of the  Funds to whom any Darby  Company  renders
investment  management  or  investment  advisory  services is  registered  as an
Investment Company.

     (d) No Darby Company is an "investment  adviser" required to be registered,
licensed or qualified as an  investment  adviser under the Advisers Act or other
applicable  Law or subject to any material  Liability or disability by reason of
any failure to be so registered, licensed or qualified.

     (e) No Darby Company is a "commodity  pool operator" or "commodity  trading
advisor"  required to be  registered,  licensed or  qualified  as such under the
Commodity  Exchange Act, as amended,  and the rules and regulations  promulgated
thereunder by the Commodity Futures Trading Commission (such act, the "CEA", and
such commission,  the "CFTC"),  or other applicable Law or to be a member of the
National Futures Association (the "NFA") or subject to any material Liability or
disability by reason of any failure to be so registered, licensed or qualified.


                                       24
<PAGE>

     5.23 DARBY FUNDS.

     (a) SCHEDULE  5.23(a) sets forth a true,  correct and complete list of each
Darby Fund,  including each Darby Fund's name, its  jurisdiction of organization
and, with respect to the Sponsored Darby Funds, the  jurisdictions in which each
of them is licensed or qualified or registered to do business.

     (b) True,  correct  and  complete  copies of all  subscription  agreements,
advisory agreements, "side letters," administration agreements,  distribution or
placement  agency  agreements,   solicitation  agreements,  custody  agreements,
agreements  providing for finder's fees or fees for  introducing  investments or
any similar  agreements,  in each case  pertaining to the Sponsored Darby Funds,
and any other  agreements  between  any  Sponsored  Darby Fund and any  investor
therein  or  advisor  thereto,  and  all of the  organizational  or  constituent
documents  of  the  Sponsored  Darby  Funds,   including   limited   partnership
agreements, operating agreements, shareholders agreements to which any Sponsored
Darby Fund or general  partner  thereof is a party  (other  than with  Portfolio
Companies)  and  articles of  association  and  memorandum  of  association,  as
applicable (all of the foregoing,  collectively,  the "DARBY FUND  AGREEMENTS"),
and all offering  documents  pertaining to the Sponsored Darby Funds,  have been
made available to Purchaser.  Such offering  documents did not, at any time such
offering documents were made available to investors or prospective  investors in
the Sponsored  Darby Funds,  contain any untrue  statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.

     (c) True,  correct and  complete  copies of the audited  balance  sheet and
other  financial  statements of each of the Sponsored Darby Funds for the fiscal
years  completed on or after  December 31, 1999 or its  inception,  whichever is
later,  through its most recent fiscal year ended on or prior to the date hereof
have  been  made  available  to  Purchaser.  Each of such  financial  statements
presents fairly, in all material respects,  the consolidated  financial position
of such  Sponsored  Darby Fund in  accordance  with GAAP applied on a consistent
basis  (except as  otherwise  noted  therein)  at the  respective  dates of such
financial  statements (or in the case of the Asian Mezzanine Fund, in accordance
with  International  Accounting  Standards).  No  Sponsored  Darby  Fund has any
Liabilities  of any kind  other  than  those (i) fully  reflected  in,  reserved
against or otherwise described in their respective balance sheets for the period
ended  December  31,  2002 (or the notes  thereto)  or (ii)  immaterial  to such
Sponsored  Darby Fund or  incurred  in the  ordinary  course of business of such
Sponsored  Darby  Fund  since the date of the  foregoing  balance  sheet of such
Sponsored Darby Fund.  Except as expressly  contemplated by this Agreement or as
set forth on SCHEDULE  5.23(c),  since December 31, 2002 (i) the Sponsored Darby
Funds have conducted their respective  businesses only in the Ordinary Course of
Business  and  (ii)  there  has  not  been  any  event,  change,  occurrence  or
circumstance  that has had or could  reasonably  be  expected to have a material
adverse  effect  on  the  assets,  properties,  or  financial  condition  of any
Sponsored Darby Fund;  provided,  however,  that a material adverse effect shall
not include any effect  primarily  resulting from general  economic  conditions;
exchange rate  fluctuations;  changes in prevailing  interest  rates;  political
instability;  acts of war or terrorism; any adverse developments in the lending,
mezzanine   capital  or  private   equity  markets  in  the  Latin  American  or
Asia/Pacific region generally;  and the announcement or implementation of any of
the transactions contemplated by this Agreement (except in each case for effects
which have a


                                       25
<PAGE>

disproportionate  adverse  effect on such  Sponsored  Darby Fund as  compared to
other private Funds with substantially  similar  investment  strategies and of a
similar size).

     (d) All securities of which any of the Sponsored  Darby Funds is the issuer
were sold pursuant to a valid  exemption from the  registration  requirements of
the Securities Act and other  applicable  Securities Laws and in compliance with
applicable Law.

     (e) Except as set forth on  SCHEDULE  5.23(e),  since its  inception,  each
Sponsored Darby Fund has been operated and is currently  operating in compliance
in all material respects with its respective  investment objectives and policies
and its constituent documents (or waivers thereof) and applicable Law. Since its
inception, each of the Sponsored Darby Funds that has been (i) offered to United
States investors or (ii) organized in any jurisdiction within the United States,
has been  excluded  from the  definition of an  "investment  company"  under the
Investment Company Act by virtue of Section 3(c)(1) or Section 3(c)(7) thereof.

     (f)  None of the  Darby  Companies,  nor,  to the  Knowledge  of the  Darby
Companies, any employee thereof has been enjoined,  indicted,  convicted or made
the  subject of  disciplinary  proceedings,  consent  decrees or  administrative
orders on account of any violation of the Securities Laws.

     (g) With respect to each Darby Fund, each Darby Company otherwise  entitled
to  indemnification  under the Darby Fund  Agreements  of such Darby Fund is not
excepted from coverage under the indemnification  provisions thereof for failure
to satisfy the applicable standard of care required to be adhered to in order to
obtain indemnification under the relevant Darby Fund Agreement.

     (h)  Set  forth  on  SCHEDULE  5.23(h)  are  the  amounts  of  the  undrawn
commitments  with  respect to each of the  Sponsored  Darby  Funds  and,  to the
Knowledge  of the Darby  Companies,  the  amounts  of undrawn  commitments  with
respect to each of the Advised Darby Funds.

     (i) Set forth on  SCHEDULE  5.23(i) is a list of each  investment  that any
Darby Company has in any Darby Fund.

     (j) Except as set forth on SCHEDULE 5.23(j),  no investor in any Darby Fund
is in default of, or, to the Knowledge of the Darby Companies, has threatened to
be in  default  of,  any of its  obligations  to such Darby  Fund,  and,  to the
Knowledge of the Darby  Companies,  no event has occurred that with the lapse of
time or the giving of notice or both would constitute such a default.

     (k) Except as set forth on SCHEDULE  5.23(k),  no Sponsored  Darby Fund has
outstanding any guarantees of any obligation of any Portfolio Company.

     (l) As of the date hereof,  the Sponsored Darby Funds and Mass Mutual/Darby
CBO,  LLC are the only  Funds in which the Darby  Companies  have any  ownership
interest.  There is no Person to which any  Darby  Company  provides  investment
advice other than the Darby Funds.


                                       26
<PAGE>

     (m) All investor  reports  prepared by the Sponsored  Darby Funds or by any
Darby  Company on their  behalf and  submitted  to their  investors  were,  when
submitted,  to the  Knowledge of the Darby  Companies,  accurate in all material
respects.  All investor  reports  prepared by any Darby Company on behalf of any
Advised  Darby Fund and  submitted to the  investors in such Advised  Darby Fund
were, when submitted,  to the Knowledge of the Darby Companies,  accurate in all
material respects.

     (n)  Except  pursuant  to  the  Darby  Fund  Agreements  and  the  Advisory
Agreements,  no Person other than the Darby  Companies has any right to any fees
relating to investment  advice  payable by any Sponsored  Darby Fund,  including
without limitation advisory, monitoring and management fees.

     (o) Except as set forth on  SCHEDULE  5.23(o) and other than the Darby Fund
Agreements,  no investor in any  Sponsored  Darby Fund has any Contract with any
Sponsored Darby Fund.

     (p) DOIL has  delivered  a letter  to  Purchaser  setting  forth a true and
complete list of (x) all Persons  (other than the Darby  Companies)  that have a
Carried  Interest  in any  Sponsored  Darby  Fund,  (y) the  amount  of  Carried
Interests  that such  Persons  have,  and (z) the  percentage  of such  Persons'
Carried  Interests  that have vested as of the date hereof,  and, other than the
Carried  Interests  reflected  in such  letter and the  letters  referred  to in
SECTION  9.1(s),  such Persons have no other Carried  Interests in any Sponsored
Darby Fund.

     (q) Set forth on SCHEDULE  5.23(q)(i)  is a true and  complete  list of all
investors in the Sponsored  Darby Funds other than the Darby Income  Funds,  and
their  respective  equity ownership  interest  therein (by percentage),  and set
forth on SCHEDULE  5.23(q)(ii)  is a true and complete  list of all investors in
the Darby Income Funds, and their respective  equity ownership  interest therein
(by percentage) as of June 30, 2003.

     (r) Except as set forth in Darby Fund Agreements,  the Advisory  Agreements
and on  SCHEDULE  5.23(r),  no Darby  Company is  restricted  by  Contract  from
sponsoring, organizing, participating in or advising any Fund.

     (s)  Except as set forth on  SCHEDULE  5.23(s),  no Darby  Company  has any
direct or indirect  investment  in any  Portfolio  Company  other than through a
Darby Fund and disclosed to Purchaser.

     (t) The execution and delivery of this  Agreement and the  consummation  of
the  transactions   contemplated  hereby  will  not  result  in  any  increased,
additional  or  accelerated  rights  or  entitlements  to  any  investor  in any
Sponsored Darby Fund.

     (u) None of the Darby Companies has delivered to or received from Prumerica
Financial  Asia Limited or  Prudential  Investment  Management,  Inc.  (the "PRU
SELLERS") any assertion of a breach of the Stock Purchase Agreement, dated as of
February 19, 2002 among DOP and the Pru Sellers,  pursuant to which DOP acquired
the DAI  Shares  and the  DAI-HK  Share  and  none of the  Darby  Companies  has
Knowledge of any breach of a representation  or warranty made by the Pru Sellers
in such Stock  Purchase  Agreement  (or any  occurrence  that with notice or the
passage of time or both would constitute such a breach).


                                       27
<PAGE>

     5.24 TERMINATION OF RELATIONSHIPS.  As of the date hereof, no Darby Company
or Sponsored  Darby Fund has received any notice that any Fund to whom any Darby
Company currently renders investment  management or investment advisory services
is  terminating  or is planning to  terminate  its  relationship  with any Darby
Company or will reduce  materially its use of the services of any Darby Company.
As of the date hereof, the Darby Companies have no Knowledge that any Darby Fund
plans to terminate  its  relationship  with any Darby Company or plans to reduce
materially its use of the services of any Darby Company.

     5.25 ABSENCE OF CERTAIN PAYMENTS.  No Darby Company or any Person acting on
behalf of any Darby  Company has made any payment to, or conferred  any benefit,
directly or indirectly, on suppliers,  clients, employees or agents of suppliers
or clients,  or officials or employees of any Governmental Body or any political
parties or candidates for office,  that was unlawful in the place where,  and at
the time when, such payment or benefit was given or received, or, in the case of
payments to or benefits  conferred upon  representatives  of a Governmental Body
referred to above,  would have been unlawful under the laws of the United States
if such laws were applicable to such payment or benefit and to such officials or
employees.

     5.26 PRIVACY RULES. The Darby Companies, to the extent each is a "financial
institution" (as defined in the GBA), have complied in all material respects, to
the  extent  required,  with the GBA and the rules and  regulations  promulgated
pursuant thereto,  including,  without limitation,  Regulation S-P issued by the
SEC and the privacy rules issued by the Federal Trade Commission  (collectively,
the  "PRIVACY  RULES"),  and each such  financial  institution  has provided the
privacy  notices,  in the form  and to the  extent  required  by the GBA and the
Privacy Rules, and has taken such other actions as may be required thereunder.

     5.27 PATRIOT ACT.

     (a) Each of the Darby  Companies and the Sponsored Darby Funds has complied
in all  material  respects  with the Laws of any  Governmental  Body  concerning
anti-money  laundering,  including the International Money Laundering  Abatement
and  Anti-Terrorist  Financing  Act of 2001,  which  comprises  Title III of the
Uniting and  Strengthening  America by Providing  Appropriate  Tools Required to
Intercept  and  Obstruct  Terrorism  Act of 2001  (the  "PATRIOT  Act")  and the
regulations promulgated thereunder,  and the rules and regulations  administered
by the U.S.  Treasury  Department's  Office of Foreign  Assets  Control,  to the
extent such Laws are applicable to them.

     (b) Except as set forth on SCHEDULE  5.27(B),  none of the Darby  Companies
nor the  Sponsored  Darby  Funds nor any of the equity  owners of the  Sponsored
Darby Funds is resident in, or  organized or chartered  under the laws of, (a) a
jurisdiction  that has been  designated  by the U.S.  Secretary  of the Treasury
under Section 311 or 312 of the Patriot Act as warranting  special  measures due
to money laundering concerns or (b) any foreign country that has been designated
as  non-cooperative  with  international  anti-money  laundering  principles  or
procedures by an intergovernmental group or organization,  such as the Financial
Action Task Force on Money  Laundering,  of which the United  States is a member
and with which  designation  the United  States  representative  to the group or
organization continues to concur.


                                       28
<PAGE>

                                   ARTICLE VI

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Each  Seller,  as to itself  only and not as to the other  Sellers,  hereby
represents and warrants severally, and not jointly, to FRI and Purchaser that:

     6.1  ORGANIZATION AND GOOD STANDING.  In the case of Institutional  Sellers
only, such Seller is duly organized,  validly  existing and in good standing (if
applicable)  under  the laws of its  jurisdiction  of  organization  and has all
requisite  power and authority to own,  lease and operate its  properties and to
carry on its business as now conducted.

     6.2  AUTHORIZATION OF AGREEMENT.  Such Seller has all requisite  corporate,
company,  partnership or trust power and authority (in the case of Institutional
Sellers) or legal  capacity (in the case of  Individual  Sellers) to execute and
deliver  this  Agreement  and each  other  agreement,  document,  instrument  or
certificate  contemplated  by this  Agreement  to be  executed by such Seller in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  (together  with  this  Agreement,  as to  such  Seller,  the  "SELLER
DOCUMENTS"),  and to consummate the transactions contemplated hereby and thereby
to be performed by it. In the case of Institutional  Sellers only, the execution
and delivery of this  Agreement  and each of the other Seller  Documents and the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized by all necessary corporate,  company,  partnership or trust action on
the part of such Seller.  This  Agreement has been, and each of the other Seller
Documents  will be at or prior to the  Closing,  duly and validly  executed  and
delivered by such Seller and  (assuming  the due  authorization,  execution  and
delivery by the other parties  hereto and thereto) this  Agreement  constitutes,
and each of the other  Seller  Documents  when so executed  and  delivered  will
constitute,  legal,  valid and binding  obligations of such Seller,  enforceable
against  such  Seller in  accordance  with their  respective  terms,  subject to
applicable bankruptcy, insolvency,  reorganization,  moratorium and similar laws
affecting  creditors'  rights  and  remedies  generally,   and  subject,  as  to
enforceability,  to  general  principles  of  equity,  including  principles  of
commercial  reasonableness,  good faith and fair dealing  (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     6.3 CONFLICTS; CONSENTS OF THIRD PARTIES.

     (a) None of the execution and delivery by such Seller of this  Agreement or
the other Seller  Documents,  the consummation of the transactions  contemplated
hereby or thereby,  or  compliance  by such  Seller  with any of the  provisions
hereof or thereof applicable to it will (i) violate in the case of Institutional
Sellers  only,  the  certificate  of  incorporation  and  by-laws or  comparable
organizational documents of such Seller; or (ii) conflict with, or result in any
violation  of or  default  (with or  without  notice or lapse of time,  or both)
under,  or  give  rise to a right  of  termination  or  cancellation  under  any
provision of any Contract to which such Seller is a party or by which any of the
properties  or assets of such  Seller are bound,  any Order of any  Governmental
Body  applicable  to such  Seller  or any of its  properties  or  assets  or any
applicable Law.

                                       29
<PAGE>

     (b) Except as set forth on SCHEDULE 6.3(b), no consent,  waiver,  approval,
license,  permit,  ruling or authorization of, or declaration or filing with, or
notification to, any Person or Governmental Body is required on the part of such
Seller in  connection  with the  execution  and  delivery by such Seller of this
Agreement or the other Seller Documents,  the compliance by such Seller with any
of the provisions hereof or thereof  applicable to it, or the consummation by it
of the transactions contemplated hereby or thereby.

     6.4 OWNERSHIP AND TRANSFER OF DOIL SHARES AND DOP INTERESTS.

     (a) Such  Seller is the  record  and  beneficial  owner of the DOIL  Shares
indicated  as being owned by such Seller on EXHIBIT C, free and clear of any and
all Liens (other than  restrictions  imposed by Securities  Laws and by the DOIL
Shareholders  Agreement).  Such  Seller  has the  power and  authority  to sell,
transfer, assign and deliver such DOIL Shares as provided in this Agreement, and
such delivery will convey to Purchaser  good and  marketable  title to such DOIL
Shares, free and clear of any and all Liens (other than restrictions  imposed by
Securities Laws).

     (b) Such  Seller is the record and  beneficial  owner of the DOP  Interests
indicated  as being owned by such Seller on EXHIBIT C, free and clear of any and
all Liens (other than  restrictions  imposed by  Securities  Laws and by the DOP
Partner Documents).  Such Seller has the power and authority to sell,  transfer,
assign and deliver such DOP  Interests as provided in this  Agreement,  and such
delivery  will  convey  to  Purchaser  good  and  marketable  title  to such DOP
Interests,  free and clear of any and all Liens (other than restrictions imposed
by Securities Laws).

     (c) Such Seller is not a party to any voting trust or other  Contract  with
respect to the voting,  redemption,  sale,  transfer or other disposition of the
capital  stock  of DOIL or the  partner  interests  of DOP  other  than the DOIL
Shareholder Agreement and/or the DOP Partner Documents, as applicable.

     (d) Such  Seller  has no direct or  indirect  investment  in any  Portfolio
Company other than through a Darby Fund and disclosed to Purchaser.

     6.5 LITIGATION. There are no Legal Proceedings pending or, to the Knowledge
of such Seller,  threatened  against such Seller that are  reasonably  likely to
prohibit or restrain the ability of such Seller to enter into this  Agreement or
consummate the transactions contemplated hereby.

     6.6 FINANCIAL ADVISORS.  Except as set forth on SCHEDULE 6.6, no Person has
acted, directly or indirectly, as a broker, finder or financial advisor for such
Seller in connection with the transactions contemplated by this Agreement and no
Person is entitled to any fee or commission or like payment in respect thereof.

     6.7  RELATED   PARTY   TRANSACTIONS.   Other  than  with   respect  to  the
Institutional Sellers,  SCHEDULE 6.7 is a true and correct list of each Contract
(other  than the Darby Fund  Agreements)  between any Darby  Company,  Sponsored
Darby Fund or  Portfolio  Company on the one hand,  and such Seller on the other
hand,  and  each  such  Contract  is on  commercially


                                       30
<PAGE>

reasonable  terms no more  favorable  to such  Seller  than  what a third  party
negotiating on an arms-length basis would expect.

                                   ARTICLE VII

               REPRESENTATIONS AND WARRANTIES OF FRI AND PURCHASER

     Each of FRI and  Purchaser  hereby  jointly and  severally  represents  and
warrants to each of the Darby Parties that:

     7.1  ORGANIZATION  AND  GOOD  STANDING.  Each  of FRI  and  Purchaser  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.

     7.2  AUTHORIZATION  OF  AGREEMENT.  Each  of FRI  and  Purchaser  has  full
corporate  power and  authority to execute and deliver this  Agreement  and each
other agreement,  document,  instrument or certificate,  if any, contemplated by
this  Agreement  to be  executed  by FRI or  Purchaser  in  connection  with the
consummation of the transactions  contemplated by this Agreement (the "PURCHASER
DOCUMENTS"), and to consummate the transactions contemplated hereby and thereby.
The execution,  delivery and  performance by FRI and Purchaser of this Agreement
and  each  of  the  other  Purchaser  Documents  and  the  consummation  of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate  action on behalf of FRI and Purchaser.  This Agreement has
been,  and  each of the  other  Purchaser  Documents  will be at or prior to the
Closing,  duly and validly  executed  and  delivered  by FRI and  Purchaser  (as
applicable), and (assuming the due authorization,  execution and delivery by the
other parties  hereto and thereto) this  Agreement  constitutes,  and each other
Purchaser  Document when so executed and delivered  will  constitute,  valid and
binding  obligations of FRI and Purchaser (as applicable),  enforceable  against
FRI and Purchaser (as  applicable) in accordance  with their  respective  terms,
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to  enforceability,  to general  principles of equity,  including  principles of
commercial  reasonableness,  good faith and fair dealing  (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     7.3 CONFLICTS; CONSENTS OF THIRD PARTIES.

     (a) Except as set forth on SCHEDULE 7.3 hereto,  none of the  execution and
delivery  by FRI  and  Purchaser  of this  Agreement  and  the  other  Purchaser
Documents, the consummation of the transactions  contemplated hereby or thereby,
or compliance by FRI or Purchaser with any of the  provisions  hereof or thereof
applicable to such entity will, (i) violate the certificate of  incorporation or
by-laws or  comparable  organizational  documents  of FRI or  Purchaser  or (ii)
assuming that the consents,  waivers, approvals,  authorizations,  declarations,
filings and  notifications  referred to in SECTION  7.3(b) are duly obtained and
made,  conflict  with, or result in any violation of or default (with or without
notice or lapse of time,  or both) under (x) any Contract or Permit to which FRI
or Purchaser is a party or by which any of the  properties  or assets of any FRI
or Purchaser are bound; (y) any Order of any Governmental Body applicable to FRI
or Purchaser or any of the properties or assets of FRI or Purchaser;  or (z) any
Law


                                       31
<PAGE>

applicable to FRI or Purchaser, except, in the case of clauses (x), (y) and (z),
for such violations,  breaches or defaults as would not,  individually or in the
aggregate,  have a material adverse effect on the ability of FRI or Purchaser to
consummate the transactions contemplated by this Agreement.

     (b) No consent, waiver, approval,  license, permit, ruling or authorization
of,  or  declaration  or  filing  with,  or  notification   to,  any  Person  or
Governmental Body is required on the part of Purchaser or FRI in connection with
(i)  the  execution  and  delivery  of this  Agreement  or the  other  Purchaser
Documents  or the  compliance  by  Purchaser  or FRI with any of the  provisions
hereof or thereof,  or the consummation of the transactions  contemplated hereby
or thereby or (ii) the ownership and operation of the Darby Companies  following
the Closing,  except for approval of the Cayman Islands  Monetary  Authority and
the Securities and Futures Commission of Hong Kong.

     7.4 LITIGATION. There are no Legal Proceedings pending or, to the Knowledge
of Purchaser or FRI,  threatened  seeking to prohibit or restrain the ability of
Purchaser or FRI to enter into this  Agreement or  consummate  the  transactions
contemplated hereby.

     7.5  INVESTMENT  INTENTION.  Purchaser is acquiring the DOIL Shares and the
DOP Interests for its own account,  for investment  purposes only and not with a
view  to the  distribution  (as  such  term  is used  in  Section  2(11)  of the
Securities Act of 1933, as amended (the  "SECURITIES  ACT")  thereof.  Purchaser
understands  that the DOIL Shares and the DOP Interests have not been registered
under the Securities Act and cannot be sold unless subsequently registered under
the Securities Act or an exemption from such registration is available.

     7.6 FINANCIAL ADVISORS.  Except as set forth on SCHEDULE 7.6, no Person has
acted,  directly or  indirectly,  as a broker,  finder or financial  advisor for
Purchaser or FRI or any of their  respective  Affiliates in connection  with the
transactions contemplated by this Agreement and no Person is entitled to any fee
or commission or like payment in respect thereof.

                                  ARTICLE VIII

                                    COVENANTS

     8.1 ACCESS TO  INFORMATION.  DOIL and DOP agree that,  prior to the Closing
Date,  Purchaser  shall  be  entitled,  through  its  officers,   employees  and
representatives   (including,   without  limitation,   its  legal  advisors  and
accountants),  to make such  investigation  of the  properties,  businesses  and
operations of the Darby Companies and such examination of the books, records and
financial condition of the Darby Companies as it reasonably requests and to make
extracts and copies of such books and records,  subject to Purchaser's  adhering
to any  confidentiality  provisions  by which DOP,  DOIL and the Darby Funds are
bound in respect of the  Portfolio  Companies  and,  in the case of  information
pertaining  to the  Portfolio  Companies,  to the extent the Darby  Companies or
Sponsored  Darby  Funds  have  such  information.  Any  such  investigation  and
examination   shall  be  conducted  during  regular  business  hours  and  under
reasonable circumstances so as not to interfere in any material respect with the
Darby Companies' normal operations,  and DOP and DOIL shall cooperate, and shall
cause the other Darby Companies to cooperate, fully therein. No investigation by
Purchaser prior to or after the


                                       32
<PAGE>

date of this  Agreement  shall  diminish or obviate any of the  representations,
warranties,  covenants or agreements of the Sellers  contained in this Agreement
or the other Seller Documents. In order that Purchaser may have full opportunity
to make such physical,  business,  accounting  and legal review,  examination or
investigation  as it  may  reasonably  request  of  the  affairs  of  the  Darby
Companies,  DOIL and DOP  shall  cause  the  officers,  employees,  consultants,
agents, accountants,  attorneys and other representatives of the Darby Companies
to cooperate fully with such  representatives in connection with such review and
examination.

     8.2 CONDUCT OF THE BUSINESS PENDING THE CLOSING.

     (a) Except as otherwise  expressly provided in this Agreement,  on SCHEDULE
8.2(A) or 8.2(b) or with the prior written  consent of  Purchaser,  DOIL and DOP
shall,  and shall  cause the  Darby  Companies  and  (unless a  provision  below
explicitly applies only to the Darby Companies) the Sponsored Darby Funds to:

          (i) conduct the respective  businesses of the Darby  Companies and the
     Sponsored Darby Funds only in the Ordinary Course of Business;

          (ii)  use its  best  efforts  to (A)  preserve  the  present  business
     operations,  organization (including,  without limitation,  management) and
     goodwill  of the Darby  Companies  and the  Sponsored  Darby  Funds and (B)
     preserve the present  relationship  with  investors of the Sponsored  Darby
     Funds and other Persons having  business  dealings with the Darby Companies
     or the Sponsored Darby Funds;

          (iii) maintain all of the assets and properties of the Darby Companies
     in their current condition, ordinary wear and tear excepted; and

          (iv) (A)  maintain  the  books,  accounts  and  records  of the  Darby
     Companies and the Sponsored  Darby Funds in the Ordinary Course of Business
     consistent with past practice,  (B) continue to collect accounts receivable
     and pay accounts payable of the Darby Companies utilizing normal procedures
     and without discounting or accelerating  payment of such accounts,  and (C)
     comply  in all  material  respects  with all  Contracts  applicable  to the
     operation of the Darby Companies or the Sponsored Darby Funds.

     (b) Except as otherwise  expressly provided in this Agreement,  on SCHEDULE
8.2(A) or Schedule 8.2(B) or with the prior written  consent of Purchaser,  DOIL
and DOP shall not,  and shall  cause the other  Darby  Companies  and  (unless a
provision below  explicitly  applies only to the Darby  Companies) the Sponsored
Darby  Funds not to (and the  Sellers  agree,  to the extent  that they have the
right under the organizational documents of DOP or DOIL or by Law to vote on any
of the  following  matters,  not to vote to  approve  the  taking  of any of the
following actions):

          (i) declare, set aside, make or pay any dividend or other distribution
     in respect of the capital  stock of DOIL or the  partnership  interests  in
     DOP, or repurchase,  redeem or otherwise acquire any outstanding  shares of
     the capital stock or other securities of, or other ownership  interests in,
     any Darby Company (except as required under the organizational documents of
     the Darby Companies);

                                       33
<PAGE>
          (ii)   transfer, issue, sell or dispose of any shares of capital stock
     or other securities of any Darby Company or grant options,  warrants, calls
     or other  rights to purchase  or  otherwise  acquire  shares of the capital
     stock or other securities of any Darby Company;

          (iii)  effect any recapitalization,  reclassification,  stock split or
     like change in the capitalization of any Darby Company;

          (iv)   amend the certificate  of incorporation  or  by-laws  (or other
     organizational  documents)  of any Darby Company or, except as requested by
     Purchaser,  any  Sponsored  Darby Fund (except to permit the  distributions
     contemplated by SECTION 2.1(A));

          (v) (A) increase the annual level of compensation payable or to become
     payable by any Darby Company to any of its employees or officers, (B) grant
     any unusual or  extraordinary  bonus (including any Carried Interest in any
     Darby Company or any Darby Fund, including any amounts measured in whole or
     in part by any such Carried Interest),  benefit or other direct or indirect
     compensation to, or make any loan to, any employee, director or consultant,
     (C) increase the  coverage or benefits  available  under any (or create any
     new) severance pay,  termination pay, vacation pay, company awards,  salary
     continuation for disability,  sick leave, deferred  compensation,  bonus or
     other incentive compensation,  insurance, pension or other employee benefit
     plan or arrangement  made to, for, or with any of the directors,  officers,
     employees,  agents or  representatives  of any Darby  Company or  otherwise
     modify or amend or terminate any such plan or arrangement or (D) enter into
     any   employment,    deferred    compensation,    severance,    consulting,
     non-competition or similar agreement (or amend any such agreement) to which
     any Darby  Company is a party or involving a director,  officer or employee
     of any Darby  Company  in his or her  capacity  as a  director,  officer or
     employee of any Darby Company;

          (vi)   issue, create, incur, assume or guarantee any Indebtedness
     (other than expenses in the Ordinary Course of Business consistent with
     past practice);

          (vii)  subject  to any  Lien or  otherwise  encumber  or,  except  for
     Permitted Exceptions,  permit, allow or suffer to be encumbered, any of the
     properties or assets (whether tangible or intangible) of any Darby Company,
     other than as provided in the Darby Fund Agreements;

          (viii) acquire  any material  properties  or assets  or sell,  assign,
     transfer,  convey,  lease  or  otherwise  dispose  of any  of the  material
     properties or assets of the Darby Companies;

          (ix)   cancel or compromise  any debt or claim or waive or release any
     material  right of any Darby Company or Sponsored  Darby Fund except in the
     Ordinary  Course of  Business  and which,  in the  aggregate,  would not be
     material to the Darby  Companies  taken as a whole or any  Sponsored  Darby
     Fund taken individually;

          (x)    make or enter into any commitment to make capital expenditures
     of the Darby Companies;

                                       34
<PAGE>
          (xi)   enter  into,  modify  or  terminate  any  labor  or  collective
     bargaining  agreement  of any Darby  Company  or,  through  negotiation  or
     otherwise,  make  any  commitment  or  incur  any  Liability  to any  labor
     organization with respect to any Darby Company;

          (xii)  introduce any material  change with respect to the operation of
     any Darby Company or Sponsored Darby Fund, including any material change in
     the types or nature of its services or its investment policy or strategy;

          (xiii) permit any Darby Company or Sponsored  Darby Fund to enter into
     any  transaction  or to enter into,  modify or renew any Contract  which by
     reason of its size,  nature or otherwise  is not in the Ordinary  Course of
     Business;

          (xiv)  permit  any Darby  Company to enter into or agree to enter into
     any merger or  consolidation  with,  any  corporation  or other entity,  or
     engage in any new  business or invest in,  make a loan,  advance or capital
     contribution  to, or otherwise  acquire the  securities of any other Person
     (other than in or to the Darby Funds pursuant to contractual obligations);

          (xv)   except for  payments made in the  Ordinary  Course of  Business
     consistent  with past  practice  or payments  under an  existing  Contract,
     permit any Darby  Company to pay any fees or expenses  to, or enter into or
     modify any Contract with any  Affiliate  (other than any Darby Fund) of any
     Darby Company, or any director, officer or employee of any Darby Company;

          (xvi)  make or rescind any election  relating to Taxes  (other than to
     make an election under Section 754 of the Code pursuant hereto),  settle or
     compromise any claim, action, suit,  litigation,  proceeding,  arbitration,
     investigation,  audit controversy  relating to Taxes, or except as required
     by applicable Law or GAAP (or International Accounting Standards in respect
     of DAI, DAI-HK, the Asian Mezzanine Fund or their  subsidiaries),  make any
     material change to any of its methods of accounting or methods of reporting
     income or deductions  for Tax or  accounting  practice or policy from those
     employed in the preparation of its most recent Tax Return;

          (xvii) enter  into  any contract  or  agreement  or  commitment  which
     restrains, restricts, limits or impedes the ability of any Darby Company or
     Sponsored  Darby Fund to compete  with or conduct  any  business or line of
     business in any geographic area;

          (xviii) sponsor a new Fund or liquidate or dissolve a Sponsored Darby
     Fund  (other  than as  required  by the  terms of the  agreements  relating
     thereto);

          (xix)  fail to pay and discharge current liabilities as and when due;

          (xx)   discharge or satisfy any Lien, or pay any  Liability  (fixed or
     contingent), except in the Ordinary Course of Business;

                                       35
<PAGE>
          (xxi)  grant any  license or  sublicense  of any rights  under or with
     respect to any  Intellectual  Property other than in the Ordinary Course of
     Business consistent with past practice;

          (xxii) institute or settle any material Legal Proceeding;

          (xxiii) enter  into  any  partnership,   profit-sharing   or  royalty
     agreement or other similar  arrangement  whereby any Darby Company's income
     or profits are, or might be, shared with any other Person;

          (xxiv) amend or grant any waiver in respect  of any  provision  of any
     Advisory Agreement to which DOP is a party except for such waivers that are
     immaterial  in nature or amount  or,  except in  accordance  with the terms
     thereof, terminate any such agreement; or

          (xxv)  agree, commit,  arrange or enter into any  understanding  to do
     anything prohibited by this SECTION 8.2.

     8.3 CONSENTS.  The Darby Parties  shall use their  commercially  reasonable
efforts, and FRI and Purchaser shall cooperate with the Darby Parties, to obtain
at the  earliest  practicable  date all consents  and  approvals  required to be
obtained  by the  Darby  Parties  and the  Darby  Companies  to  consummate  the
transactions contemplated by this Agreement,  including, without limitation, the
consents and approvals referred to in SECTIONS 5.3(b) and 6.3(c) hereof. FRI and
Purchaser shall use their commercially reasonable efforts, and the Darby Parties
shall  cooperate with FRI and Purchaser,  to obtain at the earliest  practicable
date all consents and approvals  required to be obtained by FRI and Purchaser to
consummate the transactions contemplated by this Agreement,  including,  without
limitation, the consents and approvals referred to in SECTION 7.3 hereof.

     8.4 REGULATORY APPROVALS.

     (a) FRI,  Purchaser  and the  Darby  Parties  shall  (i)  make all  filings
required of each of them or any of their  respective  subsidiaries or Affiliates
under  applicable Law with respect to the  transactions  contemplated  hereby as
promptly as practicable  and, in any event,  within ten (10) Business Days after
the date of this Agreement,  (ii) comply at the earliest  practicable  date with
any request under applicable Law for additional information, documents, or other
materials received by each of them or any of their respective  subsidiaries from
any Governmental Body in respect of such filings or such transactions, and (iii)
cooperate with each other in connection with any such filing (including,  to the
extent  permitted by applicable Law,  providing  copies of all such documents to
the non-filing parties prior to filing and considering all reasonable additions,
deletions or changes  suggested in connection  therewith) and in connection with
resolving any  investigation or other inquiry of any Governmental Body under any
applicable  Law with  respect to any such filing or any such  transaction.  Each
such party shall use  commercially  reasonable  efforts to furnish to each other
all information required for any application or other filing to be made pursuant
to any applicable Law in connection with the  transactions  contemplated by this
Agreement. Each such party shall promptly inform the other parties hereto of any
oral communication with, and provide copies of written communications


                                       36
<PAGE>

with, any Governmental  Body regarding any such filings or any such transaction.
No party hereto shall  independently  participate in any formal meeting with any
Governmental  Body in  respect  of any  such  filings,  investigation,  or other
inquiry without giving the other parties hereto prior notice of the meeting and,
to the extent  permitted by such  Governmental  Body, the  opportunity to attend
and/or  participate.  Subject to applicable Law, the parties hereto will consult
and  cooperate  with one another in connection  with any analyses,  appearances,
presentations,  memoranda,  briefs,  arguments,  opinions and proposals  made or
submitted  by or on behalf of any party  hereto  relating to  proceedings  under
applicable  Law. The Darby Parties,  on the one hand, and FRI and Purchaser,  on
the other hand, may, as each deems advisable and necessary, reasonably designate
any  competitively  sensitive  material provided to the other under this SECTION
8.4 as "outside  counsel  only." Such  materials and the  information  contained
therein  shall be given only to the outside  legal  counsel of the recipient and
will not be  disclosed  by such  outside  counsel  to  employees,  officers,  or
directors of the  recipient,  unless express  written  permission is obtained in
advance  from  the  source  of the  materials  (the  Darby  Parties  or FRI  and
Purchaser, as the case may be).

     (b) Each of FRI,  Purchaser and the Darby  Parties  shall use  commercially
reasonable efforts to resolve such objections, if any, as may be asserted by any
Governmental  Body  with  respect  to  the  transactions  contemplated  by  this
Agreement under applicable Law. In connection therewith, if any Legal Proceeding
is instituted  (or  threatened to be  instituted)  challenging  any  transaction
contemplated  by this  Agreement  as in  violation  of any  applicable  Law, the
parties shall use commercially reasonable efforts and cooperate with one another
to contest and resist any such Legal  Proceeding,  and to have vacated,  lifted,
reversed, or overturned any decree, judgment,  injunction or other order whether
temporary,  preliminary  or  permanent,  that is in effect  and that  prohibits,
prevents or restricts  consummation  of the  transactions  contemplated  by this
Agreement,  including by pursuing all available  avenues of  administrative  and
judicial  appeal  and  all  available  legislative  action,  unless,  by  mutual
agreement, FRI, Purchaser and the Darby Parties decide that litigation is not in
their respective best interests.

     (c)  Notwithstanding  anything to the contrary in this  Agreement,  neither
FRI,  Purchaser  nor any of  their  Affiliates  shall  be  required  (i) to hold
separate  (including by trust or  otherwise)  or divest any of their  respective
businesses  or  assets,  (ii) to agree to any  limitation  on the  operation  or
conduct of their  respective  businesses or (iii) to waive any of the conditions
set forth in ARTICLE IX of this Agreement.

     8.5 FURTHER ASSURANCES.  Subject to SECTION 8.4, each of the Darby Parties,
FRI and Purchaser shall use its commercially  reasonable efforts to (i) take all
actions necessary or appropriate to consummate the transactions  contemplated by
this Agreement at the earliest  practicable  date after the date hereof and (ii)
cause the fulfillment at the earliest  practicable date of all of the conditions
to  the  obligations  of  the  other  parties  to  consummate  the  transactions
contemplated by this Agreement.

     8.6 CONFIDENTIALITY.

     (a) From and after the date hereof  until the  Closing,  FRI and  Purchaser
shall not,  and shall  cause their  Affiliates  and their  respective  officers,
directors  and  employees  not to,  directly or  indirectly,  disclose,  reveal,
divulge or communicate to any Person other than


                                       37
<PAGE>

authorized officers,  directors and employees of FRI and Purchaser, and advisors
of FRI and Purchaser on a need-to-know  basis, in connection  with  consummating
the transactions  contemplated  hereby,  or use or otherwise exploit for its own
benefit or for the benefit of any other Person, any Confidential Information (as
defined  below).  FRI and  Purchaser  shall  not  have  any  obligation  to keep
confidential  (or cause their  Affiliates,  officers,  directors,  employees  or
advisors to keep confidential) any Confidential Information if and to the extent
disclosure thereof is specifically  required by Law; provided,  however, that in
the event  disclosure is required by applicable Law, FRI and Purchaser shall, to
the  extent  reasonably  possible,  provide  DOIL  with  prompt  notice  of such
requirement  prior to making any disclosure so that DOIL may seek an appropriate
protective order.

     (b) From and  after the  Closing,  each  Seller  agrees  severally  and not
jointly that it shall not, and it shall cause its  Affiliates and its respective
officers,  directors  and employees not to,  directly or  indirectly,  disclose,
reveal,  divulge or communicate to any Person other than to authorized officers,
directors  and  employees  of such  Seller,  and  advisors  of such  Seller on a
need-to-know  basis, or use or otherwise  exploit for its own benefit or for the
benefit of any other Person,  any  Confidential  Information (as defined below).
Each Seller shall not have any  obligation  to keep  confidential  (or cause its
Affiliates, officers, directors, employees or advisors to keep confidential) any
Confidential Information if and to the extent disclosure thereof is specifically
required by Law; provided,  however, that in the event disclosure is required by
applicable Law, such Seller shall, to the extent  reasonably  possible,  provide
DOIL with prompt notice of such  requirement  prior to making any  disclosure so
that DOIL may seek an appropriate protective order.

     (c) For purposes of this SECTION 8.6, "CONFIDENTIAL INFORMATION" shall mean
any confidential information with respect to any Darby Company or any Darby Fund
or their  respective  operations  and business,  including  investors,  investor
lists,  products,  prices,  fees, costs,  inventions,  Trade Secrets,  know-how,
Software,   Contracts,   marketing   methods,   plans,   personnel,   suppliers,
competitors, markets performance data, trading strategies,  information relating
to Portfolio Companies or other specialized  information or proprietary matters.
"CONFIDENTIAL  INFORMATION"  does not include,  and there shall be no obligation
hereunder with respect to,  information  that (i) is generally  available to the
public on the date of this Agreement or (ii) becomes generally  available to the
public  other  than  as a  result  of a  disclosure  not  otherwise  permissible
thereunder.

     (d) The covenants and undertakings  contained in this SECTION 8.6 relate to
matters  which  are of a  special,  unique  and  extraordinary  character  and a
violation of any of the terms of this SECTION 8.6 will cause irreparable injury,
the amount of which will be impossible to estimate or determine and which cannot
be adequately compensated.  Therefore,  the Darby Parties will be entitled to an
injunction,  restraining  order  or other  equitable  relief  from any  court of
competent  jurisdiction  in the event of any  breach of this  SECTION  8.6.  The
rights and remedies  provided by this SECTION 8.6 are cumulative and in addition
to any other rights and remedies  which the Darby Parties may have  hereunder or
at law or in equity.

     (e)  Notwithstanding  anything to the  contrary  set forth herein or in any
other  agreement  to which the  parties  hereto are parties or by which they are
bound, the obligations of confidentiality  contained herein and therein, as they
relate to the transactions  described in this


                                       38
<PAGE>

Agreement,  shall  not  apply  to the  Tax  structure  or Tax  treatment  of the
transactions  described  in this  Agreement,  and  each  party  hereto  (and any
employee,  representative, or agent of any party hereto) may disclose to any and
all Persons, without limitation of any kind, the Tax structure and Tax treatment
of the  transactions  described in this  Agreement and all materials of any kind
(including  opinions  or other tax  analysis)  that are  provided  to such party
relating to such Tax treatment and Tax structure;  PROVIDED,  HOWEVER, that such
disclosure  shall not include  the name (or other  identifying  information  not
relevant  to the Tax  structure  or Tax  treatment)  of any Person and shall not
include information for which nondisclosure is reasonably  necessary in order to
comply with applicable Securities Laws.

     8.7 PUBLICITY.

     (a) No Darby Party,  on the one hand,  nor FRI or Purchaser,  on the other,
shall issue any press release or public  announcement  concerning this Agreement
or the  transactions  contemplated  hereby  without  obtaining the prior written
approval  of   Purchaser   or  DOIL,   prior  to  the  Closing  and  the  Seller
Representative,  after the Closing (as  applicable),  which approval will not be
unreasonably  withheld or delayed,  unless,  in the sole  judgment of the Person
seeking to make such disclosure or public announcement,  disclosure is otherwise
required by applicable Law or by the  applicable  rules of any stock exchange on
which such Person (or its Affiliates)  lists  securities,  provided that, to the
extent  required  by  applicable  Law or by the  applicable  rules of any  stock
exchange on which such Person (or its Affiliates)  lists  securities,  the party
intending to make such release shall use its best efforts  consistent  with such
applicable Law to consult with  Purchaser or DOIL,  prior to the Closing and the
Seller  Representative,  after the Closing (as  applicable)  with respect to the
text thereof.

     (b) The  Darby  Parties,  FRI and  Purchaser  agree  that the terms of this
Agreement  shall not be disclosed or otherwise  made available to the public and
that copies of this  Agreement  shall not be publicly  filed or  otherwise  made
available to the public, except where such disclosure, availability or filing is
required by applicable Law and only to the extent required by such Law.

     8.8 USE OF NAME.  Except as provided on SCHEDULE  8.8,  the Sellers  hereby
agree that upon the consummation of the transactions  contemplated  hereby,  the
Sellers shall not, and shall cause their  respective  Affiliates not to, use the
name "Darby" or any service marks, trademarks, trade names, identifying symbols,
logos,  emblems,  signs or insignia  containing  or  comprising  the  foregoing,
including any name or mark confusingly similar thereto (collectively, the "DARBY
MARKS"), except for historical, descriptive use.

     8.9 EMPLOYEE MATTERS.

     (a) For a period of at least five years after the Closing  Date,  Purchaser
shall  provide  each person who is an employee  of a Darby  Company  immediately
before the  Closing  Date (a "DARBY  EMPLOYEE")  with  coverage  under  employee
benefit plans within the meaning of Section 3(3) of ERISA (and without regard to
the exclusions  under Section 4 of ERISA) ("ERISA Plans") that either (i) is not
substantially  less  favorable in the aggregate  than that provided to similarly
situated  employees  of FRI or (ii) is  substantially  similar to that  provided


                                       39
<PAGE>

under those ERISA Plans applicable to such Darby Employee immediately before the
Closing Date.

     (b) Purchaser and its Affiliates who employ any Darby Employee shall credit
such Darby Employee with service with DOIL or its ERISA  Affiliates prior to the
Closing Date for purposes of eligibility, vesting, determination of the level of
benefit  accrual  and  benefit  accrual  under  any  benefit  plan,  program  or
arrangement  maintained  by  Purchaser  or any such  Affiliate,  except (i) with
respect to  determination  of the level of benefit accruals and benefit accruals
under  any  defined  benefit  pension  plan,  or (ii) to the  extent  that  such
recognition  of service would result in a  duplication  of benefits or cause any
Darby Employee to have a retroactive accrual of vacation.

     (c) FRI shall  cause any  preexisting  condition,  restrictions  or waiting
periods  under  the  applicable  ERISA  Plans  maintained  by FRI  or its  ERISA
Affiliates and applicable to a Darby  Employee  ("PURCHASER  ERISA PLANS") to be
waived to the extent  necessary  to provide no gap in medical or dental  benefit
coverage on such basis for each Darby Employee who was covered as of the Closing
Date under a Benefit Plan that provides medical or dental benefits,  as the case
may be. FRI shall cause any Purchaser ERISA Plan which is a welfare benefit plan
to apply any amounts paid under a Benefit Plan that is a welfare benefit plan by
a Darby Employee as deductibles  and  coinsurance  during any plan year in which
the Darby Employee ceases to participate in the Benefit Plan toward  deductible,
coinsurance  and  out-of-pocket  limits under such Purchaser ERISA Plan for such
plan year (with appropriate adjustments for any differences in plan years).

     (d) To the extent that FRI  transfers  coverage of any Darby  Employee from
the  Darby  Companies'  ERISA  Plans to  Purchaser's  ERISA  Plans and the Darby
Companies' ERISA Plans would have provided better benefits in the aggregate than
Purchaser's  ERISA  Plans  applicable  to such Darby  Employee,  FRI shall cause
Purchaser to make a one-time adjustment to the base salary of the affected Darby
Employee in an amount that FRI reasonably believes is appropriate and equitable.

     8.10 DIRECTOR AND OFFICER INDEMNIFICATION; INSURANCE.

     (a) Without limiting the rights that any indemnified  person may have under
applicable  Law,  FRI and  Purchaser  agree that all  rights of  indemnification
existing  as of the date hereof in favor of Persons who are or were prior to the
Closing Date officers,  directors,  employees, members of advisory committees or
investment  committees  of the  Darby  Companies  or the  Darby  Funds or who is
serving or has served, at the request of a Darby Company or a Darby Fund, on the
board of directors,  or similar governing body, advisory committee or investment
committee of another Person as provided in the respective charter, bylaws, other
organizational  document or Contracts of the Darby  Companies  and the Sponsored
Darby Funds shall  continue  in full force and effect in  accordance  with their
terms and none of FRI or its  Affiliates  shall take any action to  terminate or
reduce the rights of such Persons to  indemnification  under such  documents and
Contracts.

     (b) For a period of three years  following the Closing Date, FRI shall make
payments  to each of those  Persons  who are or at any time prior to the Closing
Date were


                                       40
<PAGE>

covered by the directors' and officers'  liability insurance policies and errors
and omissions  liability insurance policies of any of the Darby Companies or the
Sponsored Darby Funds in effect on the date hereof,  to the extent such payments
otherwise would have been made under such insurance  policies had such insurance
policies  remained in effect  following the Closing Date, with respect to claims
arising from facts or events that occurred on or prior to the Closing Date.

     (c) This  SECTION  8.10 is  intended to be for the benefit of, and shall be
enforceable  by, the Persons  having rights to  indemnification  or to insurance
coverage  as provided in  SECTIONS  8.10(a)  and (b),  their heirs and  personal
representatives,  and shall be binding on FRI and the Darby  Companies and their
respective  successors and assigns.  In the event that,  after the Closing Date,
FRI or any of the Darby  Companies or the Sponsored  Darby Funds or any of their
respective  successors or assigns (i) consolidates with or merges into any other
Person and shall not be the  continuing  or surviving  corporation  or entity in
such  consolidation  or merger or (ii)  transfers all or  substantially  all its
properties and assets to any Person,  then, and in each case,  proper  provision
shall be made so that the successors and assigns of FRI, the Darby  Companies or
the  Sponsored  Darby  Funds,  as the case  may be,  honor  the  indemnification
obligations set forth in this SECTION 8.10.

     8.11 WAIVERS,  CONSENTS AND AGREEMENTS  RELATED TO TRANSFERS;  RELEASES AND
WAIVERS.  The DOIL Sellers and the DOP Sellers hereby acknowledge that they have
entered into certain agreements in connection with the organization of and their
respective  investments in DOIL and DOP,  respectively,  and that, in connection
with the consummation of the transactions  contemplated  hereby, such agreements
and the organizational documents of DOIL and DOP contain provisions that require
certain  consents  and waivers to be obtained  and other  actions to be taken in
order to comply therewith. Accordingly, the Darby Parties agree among themselves
as follows:

     (a) with respect to DOIL:

          (i) the  execution  of this  Agreement  by DOIL  and  each of the DOIL
     Sellers constitutes  delivery of the written notice required to be given by
     the DOIL Sellers pursuant to Section 4.3 of the DOIL Shareholders Agreement
     and a waiver of the right of first refusal to purchase DOIL Shares that any
     of DOIL or the DOIL  Sellers  have or might have under  Section  4.3 of the
     DOIL Shareholders  Agreement as a result of the purchase of the DOIL Shares
     by Purchaser and the consummation of the transactions contemplated hereby;

          (ii) the  execution  of this  Agreement  by each of the  DOIL  Sellers
     constitutes such party's written consent,  as required  pursuant to Section
     4.5 of the DOIL  Shareholders  Agreement,  to the  transfer  by each of the
     other DOIL Sellers of their respective DOIL Shares as contemplated hereby;

          (iii) DOIL and the DOIL Sellers agree,  that upon  consummation of the
     sale by the  DOIL  Sellers  of their  DOIL  Shares,  the DOIL  Shareholders
     Agreement shall automatically terminate and be null and void from and after
     the Closing Date with no


                                       41
<PAGE>

     further act or action  required on the part of DOIL or the DOIL  Sellers to
     effect such termination; and

          (iv) the DOIL  Sellers  hereby  ratify all of the past  actions of the
     board of directors of DOIL.

     (b) with respect to DOP:

          (i) the execution of this  Agreement by DOIL  constitutes  the written
     consent of DOIL, as the general partner of DOP, pursuant to Section 7.01 of
     the DOP LP  Agreement,  to the  transfer by the DOP Sellers who are limited
     partners  of DOP of  their  respective  limited  partner  interests  in DOP
     pursuant to and in accordance  with the terms of this  Agreement and to the
     admission of Purchaser  as a  Substitute  Limited  Partner (as such term is
     defined in the DOP LP Agreement) of DOP;

          (ii) the execution of this  Agreement by DOIL, DOP and each DOP Seller
     constitutes  delivery of the written notice required to be given by the DOP
     Sellers pursuant to Section 7.6 of the DOP LP Agreement and each DOP Seller
     who is  designated  as an "Option  Partner" in the DOP LP Agreement  hereby
     waives any and all rights of first  refusal under Section 7.6 of the DOP LP
     Agreement  that such  Person  has or might have as a result of the offer to
     purchase  the  DOP  Interests  by  Purchaser  and the  consummation  of the
     transactions contemplated hereby;

          (iii) DOP, DOIL and the DOP Sellers  acknowledge and agree,  that upon
     the occurrence of the Closing and effective as of the Closing, the power of
     attorney given by each DOP Seller to DOIL, as general partner of DOP, shall
     be cancelled and revoked and shall have no further force and effect without
     any further act or action required on the part of any such Persons;

          (iv) the  execution of this  Agreement by each DOP Seller  constitutes
     delivery of the written notice required  pursuant to Section 2 of the First
     Amended and Restated Take Along Agreement, dated as of December 30, 1994 by
     and among DOIL and certain other DOP Sellers  signatory  thereto (the "TAKE
     ALONG AGREEMENT") from the "Selling Group" members to the "Offer Group" (as
     such terms are  defined  therein)  and a waiver by each DOP Seller who is a
     member of the Offer Group of any rights such Person has or might have under
     the Take Along  Agreement as a result of the purchase of the DOP  Interests
     by Purchaser and consummation of the transactions contemplated hereby;

          (v) DOP and the DOP Sellers agree,  that upon consummation of the sale
     by the DOP  Sellers of their DOP  Interests,  the DOP Take Along  Agreement
     shall  automatically  terminate  and be null and void  from and  after  the
     Closing Date with no further act or action  required on the part of the DOP
     Sellers to effect such termination;

          (vi) the  execution  of this  Agreement  by DOP and  each  DOP  Seller
     constitutes  a waiver of the  provision in each  Employee  Limited  Partner
     Agreement,  as amended,  executed by DOP and each of Messrs. Frank, Cutler,
     Nielsen and Beatty and Ms.  Oliver  prohibiting  a sale by such  Persons of
     their limited  partner  interests in DOP (and the related  provision in the
     DOP LP  Agreement)  as such may be necessary or required to


                                       42
<PAGE>

     permit the sale of such DOP Interests to Purchaser and  consummation of the
     transactions contemplated hereby; and

          (vii) DOP and Messrs. Frank, Cutler, Nielsen and Beatty and Ms. Oliver
     agree,  that upon consummation of the sale by such individuals of their DOP
     Interests to  Purchaser,  the Employee  Limited  Partner  Agreements  shall
     automatically  terminate  and be null and void from and  after the  Closing
     Date with no further act or action  required on the part of such Persons to
     effect such termination.

     (c) As of the Closing  Date,  each Seller hereby (i) other than as provided
in clause  (ii) below,  releases  DOIL and DOP and their  Affiliates,  and their
respective officers, directors, employees, agents and representatives,  from any
and all claims that such Seller had, has or may have against any of them, of any
nature  whatsoever,  whether known or unknown,  in such  Seller's  capacity as a
limited  partner of DOP,  and (ii) waives all rights  which such Seller may have
under the DOP LP Agreement (other than future rights to indemnification).

                                   ARTICLE IX

                              CONDITIONS TO CLOSING

     9.1  CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  FRI  AND  PURCHASER.   The
obligations of FRI and Purchaser to consummate the transactions  contemplated by
this Agreement are subject to the fulfillment,  on or prior to the Closing Date,
of each of the  following  conditions  (any or all of  which  may be  waived  by
Purchaser in whole or in part to the extent permitted by applicable Law):

     (a) the  representations  and  warranties  of DOIL  and  DOP in  ARTICLE  V
qualified  as to  materiality  shall  be true  and  correct,  and  those  not so
qualified shall be true and correct in all material respects,  as of the date of
this  Agreement  and as of the Closing as though made at and as of the  Closing,
except to the extent such  representations and warranties expressly relate to an
earlier date (in which case such  representations and warranties qualified as to
materiality shall be true and correct,  and those not so qualified shall be true
and correct in all material respects, on and as of such earlier date);

     (b) each of DOIL and DOP shall have  performed and complied in all material
respects with all  obligations  and agreements  required in this Agreement to be
performed or complied with by it prior to the Closing Date;

     (c) the  representations  and  warranties  of the  Sellers  in  ARTICLE  VI
qualified  as to  materiality  shall  be true  and  correct,  and  those  not so
qualified shall be true and correct in all material respects,  as of the date of
this  Agreement  and as of the Closing as though made at and as of the  Closing,
except to the extent such  representations and warranties expressly relate to an
earlier date (in which case such  representations and warranties qualified as to
materiality shall be true and correct,  and those not so qualified shall be true
and correct in all material respects, on and as of such earlier date);


                                       43
<PAGE>

     (d) each Seller shall have performed and complied in all material  respects
with all obligations  and agreements  required in this Agreement to be performed
or complied with by it prior to the Closing Date;

     (e) Purchaser  shall have received (i) a certificate  signed by each of the
Chief Executive  Officer and Chief Financial Officer of each of DOIL and DOP, in
the form attached  hereto as EXHIBIT E-1,  dated the Closing Date, to the effect
that  the  conditions  specified  above in  SECTIONS  9.1(a)  AND (b) have  been
satisfied in all respects and (ii) a certificate from each Seller signed by such
Seller, in the form attached hereto as EXHIBIT E-2 for the Individual Sellers or
EXHIBIT E-3 for the Institutional Sellers, dated the Closing Date, to the effect
that the conditions  specified above in SECTIONS 9.1(c) AND (d) relating to such
Seller have been satisfied in all respects;

     (f) no Legal  Proceedings shall have been instituted or threatened or claim
or demand made against any Seller,  any Darby Company,  FRI or Purchaser seeking
to restrain or prohibit or to obtain  substantial  damages  with  respect to the
consummation of the transactions  contemplated  hereby (and in each case remains
pending  or  outstanding),  and  there  shall  not be in  effect  any Order by a
Governmental Body of competent jurisdiction restraining,  enjoining or otherwise
prohibiting the consummation of the transactions contemplated hereby;

     (g) the Sellers  shall have  obtained or made (i) each  consent,  approval,
order or  authorization  of, or  registration,  declaration  or filing with, any
Governmental  Body  required to be  obtained  or made by any of such  parties in
connection with the execution and delivery of this Agreement or the consummation
of the  transactions  contemplated  hereby,  and (ii) those  consents,  waivers,
approvals,  filings and notices  referred to in SECTION 5.3(b) or 6.3(c) hereof,
except to the extent any such consent, waiver, approval, filing or notice is not
required to consummate the transactions contemplated hereby;

     (h) except for the Sellers listed on SCHEDULE 5.11(h),  each of the Sellers
shall have  provided  Purchaser  with an  affidavit of  non-foreign  status that
complies with Section 1445 of the Code (a "FIRPTA AFFIDAVIT");

     (i) DOIL shall have provided  Purchaser  with a certificate  complying with
Treasury  Regulations Section  1.897-2(g)(1)(ii)  that states that DOIL is not a
U.S. real property holding company;

     (j) DOP shall  have  provided  a  statement  to  Purchaser  complying  with
Temporary Treasury Regulation Section 1.1445-11T(d)(2)(i) that states that fifty
percent or more of the value of DOP's gross assets does not consist of U.S. real
property  interests  and/or  that  ninety  percent or more of the value of DOP's
gross assets does not consist of U.S. real property  interests plus cash or cash
equivalents;

     (k) Purchaser  shall have received the written  resignations of each of the
directors of DOIL, except as otherwise requested by Purchaser;

     (l) an offer letter  containing the terms set forth on EXHIBIT F hereto and
otherwise  mutually agreeable to Purchaser and DOIL shall have been executed and
delivered to Purchaser by each of the  individuals  designated to deliver such a
letter on EXHIBIT G hereto,  with


                                       44
<PAGE>

an allocation of FRI restricted  stock to such
individuals  (where  applicable)  as set forth in a letter agreed to by DOIL and
Purchaser as of the date hereof;

     (m)  each of the  DOIL  Sellers  shall  have  delivered,  or  caused  to be
delivered, to Purchaser stock certificates representing the DOIL Shares owned by
such DOIL Seller, duly endorsed in blank or accompanied by stock transfer powers
and with all requisite stock transfer tax stamps attached;

     (n)  each  of the  DOP  Sellers  shall  have  delivered,  or  caused  to be
delivered,  to Purchaser an instrument  of assignment  and transfer with respect
the DOP Interests owned by such DOP Seller in the form of EXHIBIT H hereto;

     (o) the Sellers shall have irrevocably appointed the Seller Representative,
in  accordance  with  SECTION  11.3 of this  Agreement,  which  such  Person  or
committee of Persons shall be reasonably acceptable to Purchaser;

     (p) the  Sellers  shall  have  delivered,  or  caused to be  delivered,  to
Purchaser certificates of good standing as of a recent date with respect to DOIL
and DOP issued by the  Secretary  of State of the State of Delaware and for each
state in which DOIL or DOP is qualified to do business as a foreign corporation;

     (q) a waiver shall have been  executed and  delivered by  three-fourths  in
interest of the limited  partners of Darby-BBVA  Latin  American  Private Equity
Fund, L.P. and Darby-BBVA Latin American Private Equity Fund (Ontario), L.P., of
Section  2.01(c) of the limited  partnership  agreements of such  entities,  and
Section 6 of the First Amended and Restated  Investment Advisory Agreement dated
as of January 17, 2003, substantially in the form attached hereto as EXHIBIT I;

     (r)  each  of  the  individuals  designated  on  EXHIBIT  G  to  deliver  a
non-compete  agreement  shall have  executed  and  delivered  such an  agreement
substantially  in the form of EXHIBIT  J-1,  J-2,  J-3 or J-4 (as  indicated  on
EXHIBIT G),  containing the terms for each such  individual set forth on EXHIBIT
G,  with an  allocation  of FRI  restricted  stock  to such  individuals  (where
applicable)  as set forth in a letter  agreed to by DOIL and Purchaser as of the
date hereof;

     (s) each of the individuals  designated on EXHIBIT G to deliver one or more
letters relating to such individual's Carried Interests in the Darby Funds shall
have executed and delivered such letters  containing the general terms set forth
in EXHIBITS  K-1  through  K-4 hereto (or,  for those Darby Funds not covered by
such Exhibits,  in the standard  Carried Interest  documentation  for such Darby
Funds)  (as  applicable),  and  containing  the  specific  terms  for each  such
individual as set forth in the letter referred to in SECTION 5.23(p);

     (t) the Sellers shall have  delivered to Purchaser a waiver  providing that
the  restrictions  set  forth  in  Section  2.9  of  the  Amended  and  Restated
Shareholders' Agreement by and among Citicorp International Finance Corporation,
Latin  America  Capital   Partners  II  L.P.,   AIG-GE  Capital  Latin  American
Infrastructure  Fund L.P., Darby Latin American Holdings,  Ltd.,  Motorola Inc.,
Invercel (Delaware) LLC, Telcom-Invercel  Investors,  L.L.C., Tempora S.A., Casa
Editorial El Tiempo,  S.A.,  Promision  Celular S.A. - Promicel S.A. and Avantel
Holdings,  Ltd., shall not apply to FRI and its Affiliates (other than Purchaser
and its subsidiaries); and

                                       45
<PAGE>

     (u) each of the Sellers shall have delivered, or caused to be delivered, to
Purchaser such other  documents as Purchaser  shall  reasonably  request to more
effectively  consummate  the  sale  of its  DOIL  Shares  or DOP  Interests,  as
applicable.

     9.2 CONDITIONS  PRECEDENT TO OBLIGATIONS OF THE SELLERS. The obligations of
the Sellers to consummate the  transactions  contemplated  by this Agreement are
subject to the  fulfillment,  prior to or on the  Closing  Date,  of each of the
following  conditions  (any or all of which may be waived by DOIL in whole or in
part to the extent permitted by applicable Law):

     (a) the  representations  and  warranties of FRI and Purchaser set forth in
this Agreement qualified as to materiality shall be true and correct,  and those
not so qualified shall be true and correct in all material  respects,  as of the
date of this  Agreement  and as of the  Closing as though  made at and as of the
Closing,  except to the extent such  representations  and  warranties  expressly
relate to an earlier  date (in which case such  representations  and  warranties
qualified as to materially shall be true and correct, and those not so qualified
shall be true and correct in all  material  respects,  on and as of such earlier
date);

     (b) FRI and  Purchaser  shall have  performed  and complied in all material
respects with all  obligations  and agreements  required by this Agreement to be
performed or complied with by each of them on or prior to the Closing Date;

     (c) Sellers  shall have  received (i) a  certificate  signed by each of the
Chief  Executive  Officer  and  Chief  Financial  Officer  of  each  of FRI  and
Purchaser,  in the form attached  hereto as EXHIBIT E-1, dated the Closing Date,
to the effect that the  conditions  specified  above in SECTIONS  9.2(A) and (B)
have been satisfied in all respects;

     (d) no Legal  Proceedings  shall have been  instituted by any  Governmental
Body against any Seller, any Darby Company, FRI or Purchaser seeking to restrain
or prohibit the  consummation of the  transactions  contemplated  hereby (and in
each case remains pending or outstanding),  and there shall not be in effect any
Order by a Governmental Body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated hereby;

     (e) FRI and Purchaser  shall have obtained or made each consent,  approval,
order or  authorization  of, or  registration,  declaration  or filing with, any
Governmental Body or other Person required to be obtained or made by any of such
parties in connection  with the execution and delivery of this  Agreement or the
consummation of the transactions contemplated hereby;

     (f)  Purchaser  shall have  delivered,  or caused to be  delivered,  to the
Sellers evidence of the wire transfers referred to in SECTION 2.3 hereof;

     (g) an offer letter  containing the terms set forth on EXHIBIT F hereto and
otherwise  mutually agreeable to Purchaser and DOIL shall have been executed and
delivered to Purchaser by each of the  individuals  designated to deliver such a
letter on EXHIBIT G hereto,  with an allocation of FRI restricted  stock to such
individuals  (where  applicable)  as set forth in a letter agreed to by DOIL and
Purchaser as of the date hereof;


                                       46
<PAGE>

     (h) each of the individuals  designated on EXHIBIT G to deliver one or more
letters relating to such individual's Carried Interests in the Darby Funds shall
have executed and delivered such letters  containing the general terms set forth
in EXHIBITS  K-1  through  K-4 hereto (or,  for those Darby Funds not covered by
such Exhibits,  in the standard  Carried Interest  documentation  for such Darby
Funds)  (as  applicable),  and  containing  the  specific  terms  for each  such
individual as set forth in the letter referred to in SECTION 5.23(P);

     (i) Purchaser  shall have executed and delivered to Seller a counterpart of
the DOP LP Agreement; and

     (j)  each of FRI and  Purchaser  shall  have  delivered,  or  caused  to be
delivered,  to each Seller such other documents as such Seller shall  reasonably
request to more effectively consummate the transactions contemplated hereby.

                                    ARTICLE X

                                 INDEMNIFICATION

     10.1 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations and
warranties of the parties  contained in ARTICLES V, VI and VII of this Agreement
shall survive the Closing until December 31, 2004; provided,  however,  that the
representations  and  warranties  set forth in SECTIONS  5.21, 6.6 and 7.6 shall
survive the Closing until the third (3rd)  anniversary  of the Closing Date; the
representations  and  warranties  set forth in SECTIONS  5.4,  5.5 (but only the
final two sentences thereof) and 6.4 shall survive the Closing until thirty (30)
days  following the expiration of the  applicable  statute of  limitations  with
respect to the  particular  matter that is the subject matter  thereof;  and the
representations  and  warranties  set forth in SECTION  5.11 shall  survive  the
Closing as set forth in SECTION  10.5(h)  hereof  (in each case,  the  "SURVIVAL
PERIOD"); provided, however, that any obligations to indemnify and hold harmless
shall not  terminate  with  respect  to any  Losses as to which the Person to be
indemnified  shall have given notice (stating in reasonable  detail the basis of
the claim for  indemnification)  to the  indemnifying  party in accordance  with
SECTION 10.3(a) before the termination of the applicable Survival Period.

     10.2 INDEMNIFICATION.

     (a) Subject to SECTIONS  10.1,  10.4 and 10.5  hereof,  each Seller  hereby
agrees severally and not jointly to indemnify and hold FRI, Purchaser, DOIL, DOP
and  their  respective  directors,  officers,  employees,   Affiliates,  agents,
attorneys, representatives, successors and assigns (collectively, the "PURCHASER
INDEMNIFIED PARTIES") harmless from and against:

          (i) any and all losses, liabilities,  obligations,  damages (excluding
     punitive  damages),  costs  and  expenses  (individually,   a  "LOSS"  and,
     collectively,  "LOSSES") based upon,  attributable to or resulting from the
     failure of any  representation  or warranty  set forth in ARTICLE V of this
     Agreement  to be true and correct in all respects at the date hereof and at
     the  Closing  Date   (disregarding   for  this   purpose  any   materiality
     qualifications  contained therein and the word "material"  contained in the
     definition  of  Material  Adverse  Effect,  except as set forth on SCHEDULE
     10.2);


                                       47
<PAGE>

          (ii) any and all Losses based upon,  attributable to or resulting from
     the failure of any representation or warranty made by such Seller set forth
     in ARTICLE VI of this  Agreement  to be true and correct in all respects at
     the date hereof and at the Closing Date  (disregarding for this purpose any
     materiality qualifications contained therein and the word "material"
      contained in the definition of Material Adverse Effect);

          (iii) any and all Losses based upon, attributable to or resulting from
     the  breach of any  covenant  or other  agreement  on the part of any Darby
     Party under this Agreement or any other Seller Document; and

          (iv)  any  and  all  notices,  actions,  suits,  proceedings,  claims,
     demands,  assessments,  judgments, costs, penalties and expenses, including
     reasonable  attorneys'  and  other  professionals'  fees and  disbursements
     (collectively,  "EXPENSES")  incident to any and all Losses with respect to
     which indemnification is provided hereunder.

     (b) Subject to  SECTIONS  10.1 and 10.4,  FRI and  Purchaser  hereby  agree
jointly and  severally  to indemnify  and hold the Sellers and their  respective
directors, officers, employees, Affiliates, agents, attorneys,  representatives,
successors and assigns (collectively, the "SELLER INDEMNIFIED PARTIES") harmless
from and against:

          (i) any and all Losses based upon,  attributable  to or resulting from
     the failure of any representation or warranty of FRI or Purchaser set forth
     in this Agreement or any other Purchaser  Document,  to be true and correct
     at the date hereof and at the Closing Date  (disregarding  for this purpose
     any materiality  qualifications  contained  therein and the word "material"
     contained in the definition of Material Adverse Effect);

          (ii) any and all Losses based upon,  attributable to or resulting from
     the  breach  of any  covenant  or  other  agreement  on the  part of FRI or
     Purchaser under this Agreement or any other Purchaser Document; and

          (iii) any and all Expenses incident to any and all Losses with respect
     to which indemnification is provided hereunder.

     10.3 INDEMNIFICATION PROCEDURES.

     (a) In the event that any Legal Proceedings shall be instituted or that any
claim or demand shall be asserted by any third party in respect of which payment
may be sought under SECTION 10.2 hereof ("CLAIM") (regardless of the limitations
set forth in SECTION 10.4),  the indemnified  party shall promptly cause written
notice  (the  "CLAIM  NOTICE")  of the  assertion  of any  Claim of which it has
Knowledge which is covered by this indemnity to be forwarded to the indemnifying
party,  specifying  in  reasonable  detail the  nature of the Claim and,  to the
extent practicable, the amount or the estimated amount thereof and the source of
the Loss under SECTION 10.2. The indemnifying party shall have the right, at its
sole  expense,  to be  represented  by  counsel  of its  choice,  which  must be
reasonably  satisfactory  to  the  indemnified  party,  and to  defend  against,
negotiate,  settle or otherwise  deal with any Claim which relates to any Losses
indemnified  against hereunder;  provided that the indemnifying party shall have
acknowledged in writing to the indemnified  party its unqualified  obligation to
indemnify the indemnified party as provided hereunder. If the indemnifying party
elects to defend  against,  negotiate,  settle or


                                       48
<PAGE>

otherwise  deal with any Claim which relates to any Losses  indemnified  against
hereunder,  it shall within  fifteen (15) days (or sooner,  if the nature of the
Claim so  requires)  from the date of personal  delivery or mailing of the Claim
Notice notify the indemnified  party of its intent to do so,  whereupon it shall
have the sole power to direct and control such defense except as provided below.
If the  indemnifying  party elects not to defend against,  negotiate,  settle or
otherwise  deal with any Claim which relates to any Losses  indemnified  against
hereunder,  fails to notify  the  indemnified  party of its  election  as herein
provided or contests its obligation to indemnify the indemnified  party for such
Losses  under  this  Agreement,   the  indemnified  party  may  defend  against,
negotiate,  settle or otherwise deal with such Claim. If the  indemnified  party
defends any Claim,  then the indemnifying  party shall reimburse the indemnified
party for the  Expenses  of  defending  such Claim upon  submission  of periodic
bills.  If the  indemnifying  party shall  assume the defense of any Claim,  the
indemnified party may participate,  at his or its own expense, in the defense of
such Claim; PROVIDED,  HOWEVER, that such indemnified party shall be entitled to
participate  in any such  defense  with  separate  counsel at the expense of the
indemnifying  party if (i) so requested by the indemnifying party to participate
or (ii) in the reasonable written opinion of counsel to the indemnified party, a
conflict or potential  conflict  exists  between the  indemnified  party and the
indemnifying  party in the conduct of the defense of such Claim;  and  PROVIDED,
FURTHER,  that the indemnifying party shall not be required to pay for more than
one such counsel for all indemnified  parties in connection with any Claim.  The
parties hereto agree to cooperate  fully with each other in connection  with the
defense,  negotiation or settlement of any such Claim.  Notwithstanding anything
in this SECTION 10.3 to the  contrary,  neither the  indemnifying  party nor the
indemnified party shall,  without the written consent of the other party, settle
or compromise any indemnifiable Claim or permit a default or consent to entry of
any judgment  unless the claimant and such party  provide to such other party an
unqualified  release from all liability in respect of the  indemnifiable  Claim.
Notwithstanding the foregoing, if a settlement offer solely for money damages is
made by the applicable third party claimant, and the indemnifying party notifies
the  indemnified  party in writing of the  indemnifying  party's  willingness to
accept the  settlement  offer  and,  subject to the  applicable  limitations  of
SECTION 10.4, pay the amount called for by such offer, and the indemnified party
declines to accept such offer,  the  indemnified  party may  continue to contest
such indemnifiable  Claim, free of any participation by the indemnifying  party,
and the amount of any  ultimate  liability  with  respect to such  indemnifiable
Claim that the  indemnifying  party has an obligation to pay hereunder  shall be
limited  to the  lesser  of (A) the  amount  of the  settlement  offer  that the
indemnified  party declined to accept plus the Expenses of the indemnified party
relating to such  indemnifiable  Claim  through the date of its rejection of the
settlement  offer or (B) the  aggregate  Losses of the  indemnified  party  with
respect to such indemnifiable Claim. If the indemnifying party makes any payment
on any indemnifiable  Claim, the indemnifying party shall be subrogated,  to the
extent of such payment,  to all rights and remedies of the indemnified  party to
any Claims (other than insurance  Claims,  which are covered by SECTION 10.4(b))
of the indemnified party with respect to such indemnifiable Claim.

     (b)  After any final  judgment  or award  shall  have  been  rendered  by a
Governmental  Body of competent  jurisdiction  and the expiration of the time in
which to appeal  therefrom,  or a  settlement  shall  have been  consummated  in
accordance with the requirements of this SECTION 10.3, or the indemnified  party
and the indemnifying  party shall have arrived at a mutually  binding  agreement
with respect to a Claim  hereunder,  the indemnified  party shall forward to the
indemnifying  party notice of any sums due and owing by the  indemnifying  party


                                       49
<PAGE>

pursuant to this  Agreement  with  respect to such  matter and the  indemnifying
party  shall  be  required  to pay  all of the  sums  so due  and  owing  to the
indemnified  party by wire transfer of  immediately  available  funds within ten
(10) Business Days after the date of such notice.

     (c) The failure of the indemnified  party to give reasonably  prompt notice
of any Claim  shall not  release,  waive or  otherwise  affect the  indemnifying
party's  obligations  with  respect  thereto  except  to  the  extent  that  the
indemnifying  party  actually  incurs an  incremental  out-of-pocket  expense or
otherwise has been  materially  damaged or prejudiced as a result of such delay.
(d) With respect to any Claim for which any Purchaser  Indemnified  Person seeks
indemnification   hereunder,   except   with   respect   to   breaches   of  the
representations   and   warranties   set  forth  in   ARTICLE   VI,  the  Seller
Representative  shall  act on  behalf of all of the  indemnifying  parties,  the
Purchaser   Indemnified   Persons   may  deal   exclusively   with  the   Seller
Representative  with respect  thereto and any actions or decisions of the Seller
Representative shall be binding on all of the indemnifying parties.

     10.4 LIMITATIONS ON INDEMNIFICATION.

     (a) The  amount of any  Losses  and  Expenses  shall be  reduced by the net
amount of the tax benefits  actually realized by the indemnified party by reason
of such Losses and Expenses,  as certified by the Seller  Representative  or the
Chief Financial Officer of FRI, as applicable.  No indemnifying  party will have
the right to make any  examination of or to obtain any  indemnified  party's Tax
Returns or  supporting  work papers or other  documents in  connection  with any
indemnification  claim hereunder,  and no indemnified party shall be required to
take any position on a Tax Return in connection therewith.

     (b) The amount  which any  indemnifying  party is or may be required to pay
any indemnified party pursuant to SECTION 10.2(a),  10.2(b) or 10.5 hereof shall
be  reduced  (including  without  limitation,  retroactively)  by any  insurance
proceeds  actually  recovered  by or on  behalf  of such  indemnified  party  in
reduction of the related Loss and Expenses.  If an indemnified  party shall have
received the payment  required by this Agreement from an  indemnifying  party in
respect of a Loss and Expenses and shall subsequently actually receive insurance
proceeds in respect of such Loss and Expenses, then such indemnified party shall
pay to such  indemnifying  party a sum  equal to the  amount  of such  insurance
proceeds actually received (net of any expenses, other than the cost of carrying
such  insurance,  in obtaining the same).  Nothing in this SECTION 10.4(b) shall
obligate an indemnified party to seek insurance recoveries in respect of a Loss.

     (c) The Sellers  shall not have any liability  under SECTION  10.2(a)(i) or
SECTION  10.2(a)(ii) (or SECTION  10.2(a)(iv) in respect of Claims arising under
such  Sections)  unless  the  aggregate  amount of Losses and  Expenses  finally
determined to be indemnifiable  under SECTION  10.2(a)(i),  SECTION  10.2(a)(ii)
and/or SECTION  10.2(a)(iv),  other than in respect of the  representations  and
warranties  set forth in  SECTIONS  5.4,  5.5 (but only the final two  sentences
thereof),  5.11,  5.21, 6.4 and 6.6 hereof,  exceeds an amount equal to $758,786
(the  "BASKET")  and,  in such event,  the Sellers  shall be required to pay the
entire amount of all such Losses and Expenses,  subject to the other limitations
in this SECTION 10.4 and in SECTION 10.3.  FRI and


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<PAGE>

Purchaser  shall not have any  liability  under SECTION  10.2(b)(i)  (or SECTION
10.2(b)(iii)  in  respect  of Claims  arising  under  such  Section)  unless the
aggregate amount of Losses and Expenses  finally  determined to be indemnifiable
by such Persons under SECTION  10.2(b)(i) or SECTION  10.2(b)(iii) other than in
respect of the  representations  and  warranties set forth in SECTION 7.6 hereof
exceeds the Basket and, in such event,  FRI and  Purchaser  shall be required to
pay the  entire  amount of all such  Losses and  Expenses,  subject to the other
limitations in this SECTION 10.4 and in SECTION 10.3.

     (d) No Seller shall have any further  obligation  to  indemnify  any Person
under  SECTION  10.2(a)(i) or SECTION  10.2(a)(ii)  (or SECTION  10.2(a)(iv)  in
respect of Claims  arising under such  Sections)  once the  aggregate  amount of
Losses and Expenses for which such Seller has provided indemnification under any
Section  of this  ARTICLE  X to any  one or more  Persons  included  within  the
Purchaser Indemnified Parties equals the amount set forth opposite such Seller's
name on the  applicable  column of  EXHIBIT  C, other than for the breach of any
representation  or warranty  contained in SECTIONS  5.4, 5.5 (but only the final
two sentences  thereof),  5.11,  5.21, 6.4 and 6.6 of this Agreement.  No Seller
shall have any further  obligation to indemnify any Person under SECTION 10.2 or
SECTION  10.5 once the  aggregate  amount of Losses and  Expenses for which such
Seller has provided  indemnification  under any Section of this ARTICLE X to any
one or more Persons included within the Purchaser Indemnified Parties equals the
"Total Consideration Received" by such Seller as set forth on EXHIBIT C. Neither
FRI nor  Purchaser  shall have any further  obligation  to indemnify  any Person
under SECTION  10.2(b)(i) or SECTION  10.2(b)(ii)  once the aggregate  amount of
Losses and Expenses for which FRI and/or Purchaser has provided  indemnification
under any Section of this ARTICLE X to any one or more Persons  included  within
the Seller Indemnified Parties equals $50,000,000,  other than for the breach of
any  representation  or warranty  contained  in SECTION  7.6 of this  Agreement.
Neither FRI nor  Purchaser  shall have any further  obligation  to indemnify any
Person under  SECTION 10.2 or SECTION 10.5 once the  aggregate  amount of Losses
and Expenses for which FRI and/or Purchaser has provided  indemnification  under
any Section of this  ARTICLE X to any one or more  Persons  included  within the
Seller Indemnified Parties equals the sum of the DOIL Purchase Price and the DOP
Purchase Price.

     (e) Except with respect to breaches of the  representations  and warranties
set forth in ARTICLE VI and  breaches  of  covenants  by any Seller (as to which
each Seller shall only be liable for Losses to the Purchaser Indemnified Parties
arising out of its own breach of such  representations or covenants) and subject
to the caps in SECTION  10.4(d) and the other  limitations  in this SECTION 10.4
and in SECTION  10.3,  the  liability of any Seller with respect to any Loss for
which  indemnification  is provided  hereunder  shall be equal to the product of
such  Loss and the  percentage  set forth  opposite  such  Seller's  name on the
applicable column of EXHIBIT C hereto.

     (f) The  Sellers  shall have no  recourse  against  DOIL,  DOP or the other
Subsidiaries or their  respective  directors,  officers,  employees,  Affiliates
(other than FRI or Purchaser in respect of  counterclaims  related to or arising
out  of  any  such  Claim),  agents,  attorneys,  representatives,   assigns  or
successors for any Claims asserted by Purchaser Indemnified Parties.

     (g) A claim for  indemnification  for breach of  representation or warranty
may not be sought  under  this  ARTICLE X if the Losses in respect of such claim
(aggregated with all


                                       51
<PAGE>

other  Losses  relating  to the same event or  circumstances  in respect of such
claim) are less than $15,000.

     (h) For the  avoidance  of doubt,  in no event  shall any  Seller  have any
liability  for  indemnification  under  this  Agreement  in excess of the "Total
Consideration Received" by such Seller as set forth on EXHIBIT C.

     10.5 TAX MATTERS.

     (a) TAX INDEMNIFICATION.

          (i) Each Seller agrees to be responsible for and to indemnify and hold
     the  Purchaser  Indemnified  Parties  harmless from and against any and all
     Losses  and  Expenses  resulting  from,  arising  out  of or  based  on the
     following:

               (A) any and all Taxes imposed on DOIL or any  Subsidiary  (or any
          predecessor  thereof),  or for which  DOIL or any  Subsidiary  (or any
          predecessor  thereof) may  otherwise be liable by reason of transferee
          liability, assumption, contract, operation of law or otherwise:

                    (1) for any  taxable  year or period  that ends on or before
               the Closing Date; and

                    (2) for any  Taxes  allocated  to the  Sellers  pursuant  to
               SECTION 10.5(b)(v);

               (B)  any  breach  or  inaccuracy  of any  of the  representations
          contained in SECTION 5.11,  determined for this purpose without regard
          to any materiality qualifier,  or the failure to perform the covenants
          contained in SECTION 8.2(b)(xvi); and

               (C) any  failure  by the  Sellers to timely pay any and all Taxes
          required to be borne by the Sellers pursuant to SECTION 11.1.

          (ii)  Purchaser  agrees to  indemnify  and hold  harmless  the  Seller
     Indemnified  Parties  from and  against  any and all  Losses  and  Expenses
     resulting  from,  arising  out of or based on Taxes  imposed on DOIL or any
     Subsidiary:  (A) for any  taxable  year or  period  that  begins  after the
     Closing Date, (B) for the period allocated to Purchaser pursuant to SECTION
     10.5(b)(v),  and (C) for any failure by Purchaser to timely pay any and all
     Taxes required to be borne by Purchaser pursuant to SECTION 11.1.

            For  purposes  of SECTION  10.5 as and to the extent it relates to a
particular indemnifiable Tax, the Sellers will be credited for any estimated Tax
payments  made on or before the Closing  Date towards the  satisfaction  of such
Tax.

     (b) PREPARATION OF TAX RETURNS; PAYMENT OF TAXES.

          (i) The Sellers shall cause  PricewaterhouseCoopers LLP to prepare and
     to file all the federal,  state,  local and foreign Tax Returns required to
     be filed by the Darby Companies


                                       52
<PAGE>

     with respect to tax periods  (excluding  any portions  thereof) ended on or
     prior to the  Closing  Date and  shall  pay or cause to be paid any and all
     Taxes due with respect to such Returns.  All Tax Returns  described in this
     SECTION  10.5(b)(i)  shall be  prepared in a manner  consistent  with prior
     practice unless a past practice has been finally determined to be incorrect
     by the applicable  Taxing Authority or a contrary  treatment is required by
     applicable Tax Law (or judicial or administrative interpretations thereof).
     The Sellers  shall cause  PricewaterhouseCoopers  LLP to provide  Purchaser
     with  copies of such  completed  Tax  Returns at least 20 days prior to the
     filing date, and Purchaser  shall be provided an opportunity to review such
     Tax Returns and supporting work papers and schedules prior to the filing of
     such Tax  Returns.  Purchaser  shall have the right to  approve  only those
     portions of such Tax Returns that  involve  items that (i) recur in the Tax
     Returns of DOIL or any  Subsidiary for any period after the Closing Date or
     (ii)  otherwise  could  adversely  affect  Purchaser or such entities (such
     issues  referred  to as  "Approval  Items").  The failure of  Purchaser  to
     propose any changes to Approval Items on any such Tax Return within 10 days
     shall be deemed to be an  indication of its approval  thereof.  The Sellers
     and  Purchaser  shall  attempt  in  good  faith  mutually  to  resolve  any
     disagreements regarding such Approval Items on Tax Returns prior to the due
     date for filing  thereof.  In the event that the Sellers and  Purchaser are
     unable to resolve any dispute with respect to such Approval  Items on a Tax
     Return  at least 10 days  prior to the due date for the  filing of such Tax
     Return, such dispute shall be resolved pursuant to SECTION 10.5(f).

          (ii)  Following the Closing,  FRI shall cause  Purchaser to prepare or
     have prepared all federal, foreign, state and local Tax Returns required to
     be filed by DOIL or any Subsidiary with respect to tax periods ending after
     the Closing  Date.  Purchaser  shall file or cause to be filed all such Tax
     Returns  and shall,  subject to  receiving  the  payments  from the Sellers
     referred to in Section 10.5(b)(iv), pay or cause to be paid the Taxes shown
     due thereon.

          (iii) To the extent any Taxes shown due on any Tax Return described in
     Section  10.5(b)(ii) are indemnifiable by the Sellers,  (A) such Tax Return
     shall be  prepared  in a  manner  consistent  with  prior  practice  unless
     otherwise  required by applicable tax laws; (B) Purchaser shall provide the
     Sellers with copies of such Tax Return or the portion  thereof  relating to
     amounts  indemnifiable  by the  Sellers,  and  supporting  work  papers and
     schedules  at least 20 days prior to the due date for filing  such  return;
     and (C) the  Sellers  shall  have the right to review  and  approve  (which
     approval  shall not be  unreasonably  withheld)  such Tax  Returns  or such
     portion for 10 days following  receipt thereof.  The failure of the Sellers
     to propose  any  changes to any such Tax Return or portion  thereof  within
     such 10 days shall be deemed to be an indication  of its approval  thereof.
     The Sellers and Purchaser  shall attempt in good faith  mutually to resolve
     any  disagreements  regarding such Tax Returns or portion  thereof prior to
     the due date  for  filing  thereof.  In the  event  that  the  Sellers  and
     Purchaser are unable to resolve any dispute with respect to such Tax Return
     or portion thereof at least 10 days prior to the due date for the filing of
     such Tax  Return,  such  dispute  shall be  resolved  pursuant  to  SECTION
     10.5(f).

          (iv) Not later than 5 days  before  the due date for  payment of Taxes
     with respect to any Tax Returns which Purchaser has the  responsibility  to
     file, the Sellers shall pay to


                                       53
<PAGE>


     Purchaser an amount equal to that portion of the Taxes shown on such return
     for which  the  Sellers  have an  obligation  to  indemnify  the  Purchaser
     Indemnified  Parties  pursuant to the  provisions  of SECTION  10.5(a).  No
     payment pursuant to this SECTION  10.5(b)(iv) shall excuse the Sellers from
     its indemnification  obligations  pursuant to SECTION 10.5(a) if the amount
     of Taxes as ultimately  determined  (on audit or otherwise) for the periods
     covered by such Tax  Returns  that are the  responsibility  of the  Sellers
     exceeds the amount of the Seller's payment under this Section  10.5(b)(iv).
     If a dispute arises with respect to the underlying Tax Return or the amount
     of Taxes for which the Sellers are  responsible  and is not resolved 5 days
     prior to the due date of the underlying  Tax Return,  the Sellers shall pay
     to Purchaser the amount that Purchaser deems to be due and owing; PROVIDED,
     HOWEVER,  that if the independent  accounting firm shall determine that the
     amount of Taxes as being the responsibility of the Sellers differs from the
     amount paid to Purchaser,  the Sellers shall pay to Purchaser, or Purchaser
     shall pay to the Sellers,  the amount  necessary to reflect the independent
     accounting firm's determination.

          (v) With respect to all Taxes, the Sellers and Purchaser will,  unless
     prohibited  by  applicable  law,  close  the  taxable  period  of the Darby
     Companies  as of the close of the  Closing  Date.  Neither  the Sellers nor
     Purchaser shall take any position  inconsistent with the preceding sentence
     on any Tax  Return.  In any case where  applicable  law does not permit any
     Darby  Company to close its taxable year on the Closing Date or in any case
     in which a Tax is assessed with respect to a taxable  period which includes
     the  Closing  Date (but  does not  begin or end on that  day) (a  "STRADDLE
     PERIOD"),  then Taxes,  if any,  attributable to a Straddle Period shall be
     allocated (i) to the Sellers for the period up to and including the Closing
     Date, and (ii) to Purchaser for the period  subsequent to the Closing Date.
     Any  allocation  of income or  deductions  required to determine  any Taxes
     attributable  to a Straddle  Period  shall be made by means of a closing of
     the books and records of the Darby Companies as of the close of the Closing
     Date,   provided  that  exemptions,   allowances  or  deductions  that  are
     calculated on an annual basis (including,  but not limited to, depreciation
     and amortization  deductions)  shall be allocated between the period ending
     on the Closing Date and the period after the Closing Date in  proportion to
     the number of days in each such period.

          (vi) The Purchaser  shall not, and shall not cause or direct any other
     Person to, file an election  under  Section 338 of the Code (or any similar
     provision under any other Law) with respect to any interest purchased under
     this Agreement.

          (vii) The Sellers shall cause  Pricewaterhouse  Coopers LLP to prepare
     and file with the IRS on behalf of DOIL the notice  described  in  Treasury
     Regulations Section 1.897-2(h)(2) within 30 days of the Closing Date.

     (c)  COOPERATION  WITH  RESPECT TO TAX RETURNS.  Purchaser  and the Sellers
agree to furnish or cause to be furnished  to each other,  and each at their own
expense, as promptly as practicable, such information (including access to books
and records) and assistance,  including making employees available on a mutually
convenient  basis to provide  additional  information  and  explanations  of any
material provided, relating to DOIL or any Subsidiary as is reasonably necessary
for the filing of any Tax Return, for the preparation for any audit, and for the
prosecution  or  defense  of any  claim,  suit  or  proceeding  relating  to any
adjustment or proposed


                                       54
<PAGE>


adjustment  with respect to Taxes.  Purchaser  shall (or shall cause DOIL or the
applicable  Subsidiary  to) retain,  and shall  provide  the Sellers  reasonable
access to  (including  the right to make copies of), such  supporting  books and
records and any other materials that the Sellers may specify with respect to Tax
matters  relating to any taxable  period  ending on or prior to the Closing Date
until the relevant  statute of limitations  has expired.  After such time,  such
material may be disposed,  provided  that prior to such  disposition  Purchaser,
DOIL  or  the  applicable   Subsidiary  shall  give  the  Sellers  a  reasonable
opportunity to take possession of such materials.

     (d) TAX AUDITS.

          (i) If a notice of deficiency, proposed adjustment, assessment, audit,
     examination or other  administrative or court proceeding,  suit, dispute or
     other claim (a "TAX Claim") with respect to DOIL or any Subsidiary shall be
     received by the Sellers, Purchaser, DOIL, or their respective Affiliates (a
     "NOTIFIED  PARTY") by any Taxing  Authority with respect to Taxes for which
     another  party would be liable  pursuant to SECTION  10.5(a),  the Notified
     Party shall notify such other party in writing of such Tax Claim; PROVIDED,
     HOWEVER,  that the failure of a party to give the other party prompt notice
     as provided  herein shall not relieve such failing party of its obligations
     under  this  SECTION  10.5  except to the  extent  that the other  party is
     actually and materially prejudiced thereby.

          (ii) The Sellers shall have the sole right and obligation to represent
     the  interests  of  DOIL  or any  Subsidiary  in  any  Tax  Claim  relating
     exclusively to taxable  periods ending on or before the Closing Date and to
     employ counsel of its choice at its expense; provided, however, that if the
     results of such Tax Claim  involve an issue that recurs in taxable  periods
     of DOIL or such Subsidiary ending after the Closing Date or otherwise could
     adversely affect Purchaser, DOIL, or any of their respective Affiliates for
     any taxable  period  ending  after the Closing  Date,  then (A) Sellers and
     Purchaser  shall jointly control the defense and settlement of any such Tax
     Claim at each  party's own  expense,  and (B) there shall be no  settlement
     with respect thereto without the consent of the other party,  which consent
     shall not be unreasonably withheld or delayed.

          (iii) The Sellers and Purchaser  jointly shall represent the interests
     of DOIL or any  Subsidiary  with  respect  to any Tax Claim  relating  to a
     Straddle  Period.  Any disputes  regarding the conduct or resolution of any
     Tax Claim shall be resolved  pursuant to SECTION 10.5(f).  All costs,  fees
     and expenses paid to third parties in the course of such  proceeding  shall
     be borne by the  Sellers  and  Purchaser  in the same ratio as the ratio in
     which, pursuant to the terms of this Agreement, Sellers and Purchaser would
     share the  responsibility  for  payment  of the Taxes  subject  to such Tax
     Claim.

          (iv) Purchaser shall have the sole right to represent the interests of
     DOIL or any  Subsidiary  with  respect to all other Tax  Claims;  PROVIDED,
     HOWEVER,  that if the results of any such other Tax Claim involves an issue
     that  occurs in  taxable  periods  (or  portions  thereof)  of DOIL or such
     Subsidiary  ending  on or  before  the  Closing  Date  or  otherwise  could
     adversely affect the Sellers, or any of their respective Affiliates for any
     taxable period (or portions  thereof) ending on or before the Closing Date,
     then (A) Seller  Representative  and Purchaser  shall  jointly  control the
     defense and  settlement  of any such Tax Claim solely as it relates to such
     issue at each  party's own  expense,  and (B) there


                                       55
<PAGE>


     shall be no  settlement  with respect to such issue  without the consent of
     the other  party,  which  consent  shall not be  unreasonably  withheld  or
     delayed.

     (e) REFUND CLAIMS. To the extent any determination of Tax liability of DOIL
or any Subsidiary, whether as the result of an audit or examination, a claim for
refund,  the filing of an amended return or otherwise,  results in any refund of
Taxes paid  attributable  to (i) any period  which ends on or before the Closing
Date or (ii) any Straddle  Period,  any such refund shall belong to the Sellers,
provided  that in the case of any Tax refund  described  in clause  (ii) of this
SECTION  10.5(e),  the  portion of such Tax  refund  which  shall  belong to the
Sellers shall be that portion that is attributable to the portion of that period
which ends on the Closing Date (determined on the basis of an interim closing of
the books as of the Closing  Date),  and Purchaser  shall  promptly pay any such
refund, and the interest actually received thereon,  to the Sellers upon receipt
thereof by Purchaser.  Any and all other refunds shall belong to Purchaser.  Any
payments made under this SECTION  10.5(e) shall be net of any Taxes payable with
respect to such  refund or  interest  thereon  (taking  into  account any actual
reduction in Tax liability  realized  upon the payment  pursuant to this SECTION
10.5(e)).

     (f) DISPUTES. Any dispute as to any matter covered hereby shall be resolved
by an  independent  accounting  firm  mutually  acceptable  to the  Sellers  and
Purchaser.  The fees and expenses of such accounting firm shall be borne equally
by the Sellers and Purchaser. If any dispute with respect to a Tax Return is not
resolved  prior to the due date of such Tax  Return,  such Tax  Return  shall be
filed in the manner which the party  responsible  for preparing  such Tax Return
deems  correct.  Notwithstanding  the filing of such Tax  Return,  the  selected
accounting firm shall resolve the dispute,  and such Tax Return shall be amended
if permitted under applicable Law.

     (g)  EXCLUSIVITY.  The  indemnification  provided  for in this SECTION 10.5
shall be the sole remedy for any claim in respect of Taxes and the provisions of
SECTIONS 10.2, 10.3 and 10.4 (except SECTIONS 10.4(a), (b) and (d)) hereof shall
not apply to such claims.

     (h) TIME LIMITS.  Any claim for  indemnity  under this SECTION 10.5 must be
made at any time prior to 60 days after the  expiration  of the  applicable  Tax
statute of limitations  with respect to the relevant  taxable period  (including
all periods of extension, whether automatic of permissive).

     (i) TAX BASIS. Purchaser's adjustment to its tax basis under Section 743(b)
of the Code  shall be  allocated  as set forth in EXHIBIT D hereto  (subject  to
adjustments,  mutually  agreed upon by Purchaser  and Sellers,  for changes from
January 1, 2003  through  the  Closing  Date,  which  adjustments  would be made
consistent with the principles  underlying Exhibit D), which has been arrived at
by arm's length negotiation,  in compliance with Section 755 of the Code and the
regulations  promulgated  thereunder.  Each of the Sellers and Purchaser  shall,
unless  otherwise  required  by Law,  (i) timely  file all forms and Tax Returns
required to be filed in connection with such  allocation,  (ii) be bound by such
allocation for purposes of determining  Taxes, (iii) prepare and file, and cause
its Affiliates to prepare and file, its Tax Returns on a basis  consistent  with
such  allocation and (iv) take no position,  and cause its Affiliates to take no
position, inconsistent with such allocation on any applicable Tax Return, in any
audit or  proceeding  before any taxing  authority,  in any report made for Tax,
financial accounting or any


                                       56
<PAGE>

other  purposes,  or otherwise.  In the event that the  Allocation  set forth on
EXHIBIT  D hereto  (as  adjusted)  is  disputed  by a Tax  Authority,  the party
receiving  notice of such dispute shall  promptly  notify the other party hereto
concerning the existence and resolution of such dispute.

     (j) LIMITATION OF LIABILITY.  Subject to SECTIONS 10.4(a), (b) and (d), the
liability  of any Seller with respect to any Loss for which  indemnification  is
provided  under this SECTION 10.5 shall be equal to the product of such Loss and
the percentage set forth opposite such Seller's name on the applicable column of
EXHIBIT C hereto.

     10.6 TAX TREATMENT OF INDEMNITY  PAYMENTS.  Sellers and Purchaser  agree to
treat any indemnity  payment made pursuant to this ARTICLE X as an adjustment to
the Purchase Price for federal, state, local and foreign income tax purposes.

                                   ARTICLE XI

                                  MISCELLANEOUS

     11.1 PAYMENT OF SALES,  USE OR SIMILAR  TAXES.  All sales,  use,  transfer,
intangible,  recordation,  documentary stamp or similar Taxes or charges, of any
nature   whatsoever,   applicable  to,  or  resulting  from,  the   transactions
contemplated  by this  Agreement  shall be borne fifty  percent by Purchaser and
fifty percent by the Sellers.

     11.2 EXPENSES.  Except as otherwise provided in this Agreement, FRI and the
Purchaser  shall  bear  their  own  expenses  incurred  in  connection  with the
negotiation and execution of this Agreement and each other  agreement,  document
and  instrument  contemplated  by this  Agreement  and the  consummation  of the
transactions  contemplated  hereby  and  thereby.  The  Sellers  shall  bear the
following  expenses incurred in connection with the negotiation and execution of
this Agreement and each other agreement, document and instrument contemplated by
this Agreement and the consummation of the transactions  contemplated hereby and
thereby,  for which DOP is liable but which the Sellers  have agreed to pay: (i)
the fees and expenses of Skadden,  Arps, Slate, Meagher & Flom LLP (the "SKADDEN
EXPENSES");  and (ii)  the  expenses  of  PriceWaterhouseCoopers  LLP (the  "PWC
EXPENSES"),  provided,  however,  that,  Sellers shall only be obligated to bear
such PWC  Expenses as follows:  (x) in the event that the Skadden  Expenses  are
equal to or exceed $500,000, DOP and DOIL will bear all PWC Expenses incurred by
the  Sellers,  and (y) in the  event  that the  Skadden  Expenses  are less than
$500,000,  the Sellers will only bear that portion of the PWC Expenses,  or all,
as the case may be, such that when the PWC Expenses borne by the Sellers and the
Skadden Expenses are aggregated,  the combined expenses to the Sellers shall not
exceed  $500,000,  and DOP and DOIL shall pay any  remaining  portion of the PWC
Expenses.

     11.3  SELLER  REPRESENTATIVE.  The Sellers  shall,  at or prior to Closing,
irrevocably  appoint a Person or a committee of Persons  acting by majority (the
"SELLER REPRESENTATIVE") as each such Seller's representative,  attorney-in-fact
and agent,  with full power of substitution to act in the name,  place and stead
of such  Seller  with  respect to the  transfer  of the DOIL  Shares and the DOP
Interests,  as applicable,  in accordance  with the terms and provisions of this
Agreement  (including  ARTICLE  X) and to act on  behalf  of such  Seller in any
amendment of or litigation or arbitration  involving this Agreement (and FRI and
Purchaser may deal  exclusively


                                       57
<PAGE>


with the Seller  Representative  in this regard) and to do or refrain from doing
all such further  acts and things,  and to execute all such  documents,  as such
Seller  Representative  shall deem necessary or appropriate in conjunction  with
any of the  transactions  contemplated  by this  Agreement,  including,  without
limitation, the power:

     (a) to take all action necessary or desirable in connection with the waiver
of  any  condition  to  the   obligations  of  the  Sellers  to  consummate  the
transactions contemplated by this Agreement;

     (b) to negotiate, execute and deliver all ancillary agreements, statements,
certificates, statements, notices, approvals, extensions, waivers, undertakings,
amendments and other documents required or permitted to given in connection with
the  consummation of the  transactions  contemplated by this Agreement (it being
understood  that such Seller shall execute and deliver any such documents  which
the Seller Representative agrees to execute);

     (c) to terminate this Agreement if the Sellers are entitled to do so;

     (d) to give and  receive  all  notices  and  communications  to be given or
received  under this  Agreement and to receive  service of process in connection
with the any  claims  under  this  Agreement,  including  service  of process in
connection with arbitration; and

     (e) to take all  actions  which  under this  Agreement  may be taken by the
Sellers and to do or refrain from doing any further act or deed on behalf of the
Seller which the Seller  Representative  deems  necessary or  appropriate in his
sole  discretion  relating to the subject  matter of this Agreement as fully and
completely as such Seller could do if personally present.

     If a Person or committee of Persons serving as Seller Representative ceases
to serve as Seller Representative for any reason, such other Person or committee
of Persons as may be  designated  by a majority of the Sellers  shall succeed as
the Seller  Representative,  and Purchaser  shall be notified of the identity of
such successor Seller Representative promptly following the designation thereof.

     11.4 SUBMISSION TO JURISDICTION; CONSENT TO SERVICE OF PROCESS.

     (a) Except for disputes to be resolved in accordance  with SECTION  10.5(f)
hereof,  the  parties  hereto  hereby  irrevocably  submit to the  non-exclusive
jurisdiction  of any federal or state court located within the State of New York
(the "NEW YORK COURTS") with regard to any dispute arising out of or relating to
this Agreement or any of the transactions contemplated hereby (a "DISPUTE"), and
not as a general  submission to such  jurisdiction  or with respect to any other
dispute,  matter or claim whatsoever,  and each party hereby  irrevocably agrees
that all  claims in  respect  of such  Dispute  or any suit,  action  proceeding
related  thereto may be heard and determined in such courts.  The parties hereby
irrevocably  waive,  to the fullest  extent  permitted  by  applicable  law, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such Dispute  brought in a New York Court or any defense of  inconvenient  forum
for the  maintenance  of such suit.  Each of the  parties  hereto  agrees that a
judgment in any such Dispute may be enforced in other  jurisdictions  by suit on
the judgment or in any other manner  provided by law. With regard to disputes to
be resolved in accordance with Section 10.5(f) hereof, the


                                       58
<PAGE>


parties  submit to the  non-exclusive  jurisdiction  of the New York Courts with
regard  to  actions  to  compel  arbitration,  in  aid  of  arbitration  or  for
enforcement of an arbitral award.

     (b) Each of the parties  hereto hereby  consents to process being served by
any party to this  Agreement in any suit,  action or proceeding by delivery of a
copy thereof in accordance with the provisions of SECTION 11.7.

     11.5 ENTIRE AGREEMENT;  AMENDMENTS AND WAIVERS.  This Agreement  (including
the schedules  and exhibits  hereto)  represents  the entire  understanding  and
agreement  between the parties  hereto with respect to the subject matter hereof
and can be amended,  supplemented  or changed,  and any provision  hereof can be
waived,  only by written  instrument making specific reference to this Agreement
signed by the party against whom enforcement of any such amendment,  supplement,
modification  or waiver is sought.  No action taken pursuant to this  Agreement,
including  without  limitation,  any investigation by or on behalf of any party,
shall be  deemed to  constitute  a waiver by the  party  taking  such  action of
compliance with any  representation,  warranty,  covenant or agreement contained
herein.  The  waiver by any party  hereto of a breach of any  provision  of this
Agreement shall not operate or be construed as a further or continuing waiver of
such breach or as a waiver of any other or subsequent  breach. No failure on the
part of any party to exercise,  and no delay in exercising,  any right, power or
remedy  hereunder  shall  operate as a waiver  thereof,  nor shall any single or
partial exercise of such right, power or remedy by such party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All  remedies  hereunder  are  cumulative  and are not  exclusive  of any  other
remedies provided by law.

     11.6 GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York  applicable to contracts made
and performed in such state,  without regard to its conflicts of laws provisions
(other than New York General Obligations Law Section 5-1401).

     11.7 NOTICES.  All notices and other  communications  under this  Agreement
shall be in writing and shall be deemed given (i) when  delivered  personally by
hand (with written  confirmation of receipt),  (ii) when sent by facsimile (with
written  confirmation of  transmission)  or (iii) one business day following the
day sent by overnight  courier (with written  confirmation of receipt),  in each
case at the following  addresses and facsimile numbers (or to such other address
or facsimile  number as a party may have  specified by notice given to the other
party pursuant to this provision):

            If to any Darby Party, to:

            Darby Overseas Investors, Ltd.
            1133 Connecticut Avenue, N.W.
            4th Floor
            Washington, D.C. 20036
            Attention:  Clark H. Nielsen

                                       59
<PAGE>


            With a copy to:

            Skadden, Arps, Slate, Meagher & Flom LLP
            1440 New York Avenue, N.W.
            Washington, D.C.  20005
            Facsimile:  (202) 393-5760
            Attention:  Marcia R. Nirenstein, Esq. and Jim Alpi, Esq.

            If to FRI or Purchaser, to:

            Franklin Resources, Inc.
            One Franklin Parkway
            San Mateo, California  94403-1906
            Attention:  Martin Flanagan
            Facsimile:  (650) 312-3528, and

            Attention:  Leslie M. Kratter
            Facsimile:  (650) 312-2804

            With a copy to:

            Weil, Gotshal & Manges LLP
            767 Fifth Avenue
            New York, NY  10153
            Facsimile:  (212) 310-8007
            Attention:  Raymond O. Gietz, Esq. and Jeffrey E. Tabak, Esq.

     11.8  SEVERABILITY.  If any term or other  provision  of this  Agreement is
invalid,  illegal,  or incapable of being  enforced by any law or public policy,
all other terms or provisions of this  Agreement  shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal,  or incapable of being enforced,  the parties hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible  in an  acceptable  manner in order
that  the  transactions   contemplated  hereby  are  consummated  as  originally
contemplated to the greatest extent possible.

     11.9 BINDING EFFECT;  ASSIGNMENT.  This Agreement shall be binding upon and
inure  to the  benefit  of the  parties  and  their  respective  successors  and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party  beneficiary  rights in any person or entity not a party to this
Agreement  except as provided  below.  No assignment of this Agreement or of any
rights or  obligations  hereunder may be made by either the Darby Parties or FRI
or  Purchaser  (by  operation  of law or  otherwise)  without the prior  written
consent of the other  parties  hereto and any attempted  assignment  without the
required consents shall be void;  PROVIDED,  HOWEVER,  that Purchaser may assign
this  Agreement  and any or all  rights  or  obligations  hereunder  (including,
without  limitation,  Purchaser's rights to purchase the DOIL Shares and the DOP
Interests  and  Purchaser's  rights to seek  indemnification  hereunder)  to any
Affiliate of FRI.


                                       60
<PAGE>


Upon  any  such  permitted  assignment,  the  references  in this  Agreement  to
Purchaser  shall also apply to any such  assignee  unless the context  otherwise
requires.

     11.10 NON-RECOURSE. No past, present or future director, officer, employee,
incorporator,  member,  partner,  stockholder,  Affiliate,  agent,  attorney  or
representative  of Purchaser  (other than FRI) shall have any  liability for any
obligations or liabilities of Purchaser under this Agreement of or for any claim
based on, in respect of, or by reason of, the transactions  contemplated  hereby
and thereby.

     11.11  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.



                 ** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK**


                                       61
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed this Purchase
Agreement as of the date first written above.


                                    FRANKLIN RESOURCES, INC.


                                    By: /s/ Martin L. Flanagan
                                        --------------------------------
                                        Name:  Martin L. Flanagan
                                        Title: President


                                    DARBY HOLDINGS, INC.


                                    By: /s/ Leslie M. Kratter
                                        --------------------------------
                                        Name:  LESLIE M. KRATTER
                                        Title: SENIOR VICE PRESIDENT


                                    DARBY OVERSEAS INVESTMENTS, LTD.


                                    By: /s/ Richard H. Frank
                                        --------------------------------
                                        Name:  Richard H. Frank
                                        Title: Chief Executive Officer


                                    DARBY OVERSEAS PARTNERS, L.P.


                                    By: DARBY OVERSEAS INVESTMENTS,
                                        LTD., its Sole General Partner


                                    By: /s/ Richard H. Frank
                                        ----------------------------
                                        Name:  Richard H. Frank
                                        Title: Chief Executive Officer




<PAGE>



                                    DOP SELLERS:


                                    BECHTEL DOP ENTERPRISES, INC.


                                    By: /s/ Timothy D. Statton
                                        ---------------------------------
                                        Name:  TIMOTHY D. STATTON
                                        Title: PRESIDENT


                                    MASSACHUSETTS MUTUAL LIFE
                                    INSURANCE COMPANY
                                    By: David L. Babson & Company, Inc.
                                        as investment advisor


                                    By: /s/ Richard B. McGauley
                                       ---------------------------------
                                        Name:  Richard B. McGauley
                                        Title: Managing Director


                                        /s/ Nicholas F. Brady
                                        --------------------------------
                                        Nicholas F. Brady


                                    LUBAR NOMINEES


                                    By: /s/ Sheldon B. Lubar
                                        ------------------------------
                                        Sheldon B. Lubar, General Partner


                                    WIEGERS & CO.


                                    By: /s/ George A. Wiegers
                                        --------------------------------
                                       George A. Wiegers, General Partner

                                        /s/ John P. Birkelund
                                        --------------------------------
                                        John P. Birkelund


                                    SHULTZ 1989 FAMILY TRUST


                                    By: /s/ George Shultz, Trustee
                                        -------------------------------
                                        George Shultz



<PAGE>
                                        /s/ Richard H. Frank
                                        -------------------------------
                                        Richard H. Frank

                                        /s/ Nicholas B. Cutler
                                        -------------------------------
                                        Nicholas B. Cutler

                                        /s/ Clark H. Nielsen
                                        -------------------------------
                                        Clark H. Nielsen

                                        /s/ Lloyd L. Beatty, Jr.
                                        -------------------------------
                                        Lloyd L. Beatty, Jr.

                                        /s/ Meredith B. Oliver
                                        -------------------------------
                                        Meredith B. Oliver

                                        /s/ Reuben F. Richards
                                        -------------------------------
                                        Reuben F. Richards

                                        /s/ Cordell W. Hull
                                        -------------------------------
                                        Cordell W. Hull

                                        /s/ Daniel S. Gregory
                                        -------------------------------
                                        Daniel S. Gregory

                                        /s/ Robert M.. Teeter
                                        -------------------------------
                                        Robert M. Teeter

                                        /s/ Charles H. Dallara
                                        -------------------------------
                                        Charles H. Dallara

                                        /s/ Gerrit Tammes
                                        -------------------------------
                                        Gerrit Tammes

<PAGE>

                                    DOIL SELLERS:


                                    BEn DIRECT INVESTMENTS, LLC


                                    By: /s/ Timothy D. Statton
                                        --------------------------------
                                        Name:  TIMOTHY D. STATTON
                                        Title: PRESIDENT

                                        /s/ Nicholas F. Brady
                                        -------------------------------
                                        Nicholas F. Brady


                                    LUBAR NOMINEES


                                    By: /s/ Sheldon B. Lubar
                                        ---------------------------------
                                        Sheldon B. Lubar, General Partner


                                    WIEGERS & CO.


                                    By: /s/ George A. Wiegers
                                        ---------------------------------
                                        George A. Wiegers, General Partner

                                        /s/ John P. Birkelund
                                        -------------------------------
                                        John P. Birkelund


<PAGE>

                                                                       EXHIBIT A

                               ADVISED DARBY FUNDS


ProBa, L.P.

Mass Mutual - Darby CBO

Etra Emerging Income Fund

Moneda Latin American Debt Fund

<PAGE>



                                                                       EXHIBIT B

                              SPONSORED DARBY FUNDS



Darby Emerging Markets Fund, L.P.

Darby-BBVA Latin American Private Equity Fund, L.P.

Darby-BBVA Latin American Private Equity Fund (Ontario), L.P.

Darby Latin American Mezzanine Fund, L.P.

Darby Emerging Markets Income Funds

Asian Infrastructure Mezzanine Capital Fund

Darby Technology Ventures Group, LLC


<PAGE>

                                                                       EXHIBIT D


              ALLOCATION OF PURCHASE PRICE TO ASSETS (TAX BASIS)
                                (In thousands)




---------------------------------------------------------------------------

1.    DOIL PURCHASE PRICE:                                           $ 763
---------------------------------------------------------------------------

2.    ALLOCATION OF DOP PURCHASE PRICE
---------------------------------------------------------------------------

         DOP's interest in securities/investments held by Darby
         Funds                                                     $42,750
---------------------------------------------------------------------------

         Goodwill of DOP                                            28,966
---------------------------------------------------------------------------

         DOP and DOP's affiliate management contracts                3,400
                                                                   -------
---------------------------------------------------------------------------

           TOTAL DOP PURCHASE PRICE                                $75,116
                                                                   -------
---------------------------------------------------------------------------

           AGGREGATE DOP PURCHASE PRICE AND DOIL PURCHASE PRICE    $75,879
---------------------------------------------------------------------------

<PAGE>

                                                                     EXHIBIT E-1
                                     FORM OF

                              OFFICER'S CERTIFICATE

     The undersigned,  pursuant to Section ___ of the Purchase Agreement,  dated
as of August 1, 2003 (the "Agreement"), by and among Franklin Resources, Inc., a
corporation  existing  under  the laws of  Delaware,  Darby  Holdings,  Inc.,  a
corporation  existing under the laws of Delaware  ("Purchaser"),  Darby Overseas
Investments,  Ltd., a corporation  existing under the laws of Delaware ("DOIL"),
Darby Overseas Partners,  L.P., a limited partnership existing under the laws of
Delaware ("DOP"), the stockholders of DOIL listed on the signature pages thereto
and the limited partners of DOP listed on the signature pages thereto, do hereby
certify to __________ as follows:

     1. I,  ____________________,  am the Chief  Executive  Officer of _________
and, as such, have the power and authority to execute and deliver this Officer's
Certificate.

     2. I, ____________________, am the [Chief Financial Officer / Treasurer] of
__________  and, as such,  have the power and  authority  to execute and deliver
this Officer's Certificate.

     3. The  representations and warranties of ___________ in Article ___ of the
Agreement  qualified as to  materiality  are true and correct,  and those not so
qualified are true and correct in all material  respects,  as of the date of the
Agreement and as of the Closing as though made at and as of the Closing,  except
to the extent such representations and warranties expressly relate to an earlier
date  (in  which  case  such  representations  and  warranties  qualified  as to
materiality  are true and  correct,  and  those  not so  qualified  are true and
correct in all material respects, on and as of such earlier date).

     4.  _____________  has performed and complied in all material respects with
all  obligations  and  agreements  required in the  Agreement to be performed or
complied with by it prior to the date hereof.

     IN WITNESS  WHEREOF,  the undersigned  have executed this certificate as of
___________, 2003.


                                    ---------------------------------
                                    Name:
                                    Title:   Chief Executive Officer


                                    ---------------------------------
                                    Name:
                                    Title:   [Chief Financial Officer /
                                             Treasurer]

<PAGE>



                                                                     EXHIBIT E-2
                                     FORM OF
                              SELLER'S CERTIFICATE
                           (INDIVIDUAL DARBY SELLERS)

     The  undersigned,  pursuant to Section  9.1(e) of the  Purchase  Agreement,
dated as of August 1, 2003 (the "Agreement"),  by and among Franklin  Resources,
Inc., a corporation existing under the laws of Delaware, Darby Holdings, Inc., a
corporation  existing under the laws of Delaware  ("Purchaser"),  Darby Overseas
Investments,  Ltd., a corporation  existing under the laws of Delaware ("DOIL"),
Darby Overseas Partners,  L.P., a limited partnership existing under the laws of
Delaware ("DOP"), the stockholders of DOIL listed on the signature pages thereto
and the limited  partners of DOP listed on the  signature  pages  thereto,  does
hereby certify to Purchaser as follows:

     1. The representations and warranties made by the undersigned in Article VI
of the Agreement qualified as to materiality are true and correct, and those not
so qualified  are true and correct in all material  respects,  as of the date of
the  Agreement  and as of the Closing as though  made at and as of the  Closing,
except to the extent such  representations and warranties expressly relate to an
earlier date (in which case such  representations and warranties qualified as to
materiality  are true and  correct,  and  those  not so  qualified  are true and
correct in all material respects, on and as of such earlier date).

     2. The undersigned has performed and complied in all material respects with
all  obligations  and  agreements  required in the  Agreement to be performed or
complied with by the undersigned prior to the date hereof.

     IN WITNESS  WHEREOF,  the undersigned  has executed this  certificate as of
___________, 2003.


                                    ---------------------------------
                                    Name:


<PAGE>



                                                                     EXHIBIT E-3
                                     FORM OF
                              SELLER'S CERTIFICATE
                          (INSTITUTIONAL DARBY SELLERS)

     The  undersigned,  pursuant to Section  9.1(e) of the  Purchase  Agreement,
dated as of August 1, 2003 (the "Agreement"),  by and among Franklin  Resources,
Inc., a corporation existing under the laws of Delaware, Darby Holdings, Inc., a
corporation  existing under the laws of Delaware  ("Purchaser"),  Darby Overseas
Investments,  Ltd., a corporation  existing under the laws of Delaware ("DOIL"),
Darby Overseas Partners,  L.P., a limited partnership existing under the laws of
Delaware ("DOP"), the stockholders of DOIL listed on the signature pages thereto
and the limited partners of DOP listed on the signature pages thereto, do hereby
certify to Purchaser as follows:

     1. I,  ____________________,  am the Chief  Executive  Officer of _________
and, as such, have the power and authority to execute and deliver this Officer's
Certificate.

     2. I, ____________________, am the [Chief Financial Officer / Treasurer] of
__________  and, as such,  have the power and  authority  to execute and deliver
this Officer's Certificate.

     3. The  representations  and warranties of ___________ in Article VI of the
Agreement  qualified as to  materiality  are true and correct,  and those not so
qualified are true and correct in all material  respects,  as of the date of the
Agreement and as of the Closing as though made at and as of the Closing,  except
to the extent such representations and warranties expressly relate to an earlier
date  (in  which  case  such  representations  and  warranties  qualified  as to
materiality  are true and  correct,  and  those  not so  qualified  are true and
correct in all material respects, on and as of such earlier date).

     4. ___________ has performed and complied in all material respects with all
obligations and agreements required in the Agreement to be performed or complied
with by the undersigned prior to the date hereof.

     IN WITNESS  WHEREOF,  the undersigned  have executed this certificate as of
___________, 2003.


                                    --------------------------------
                                    Name:
                                    Title:   Chief Executive Officer


                                    ---------------------------------
                                    Name:
                                    Title:   [Chief Financial Officer /
                                             Treasurer]
<PAGE>
                                                                       EXHIBIT F
                                                           TERMS OF OFFER LETTER

     1. Current position and current annual salary.

     2. Annual  salary will be subject to  adjustment  each  September 30 at the
discretion of DOIL's board of directors.

     3. Bonus at the  discretion of DOIL's board of  directors.  Bonuses for the
period  ending  September  30,  2003 will be  payable in cash.  Thereafter,  the
parties will work towards a goal of  transitioning  to the FRI bonus plan over a
period of time.

     4. Initially,  coverage to continue under the Darby employee  benefit plans
or  substantially  similar  plans.  Over time,  coverage  transitioned  to FRI's
employee  benefit  plans.  If coverage is so  transitioned,  and is worse in the
aggregate  than what  employee  originally  had,  then FRI will make a  one-time
adjustment  to  base  salary  in an  amount  that  FRI  reasonably  believes  is
appropriate and equitable. Employee will generally be credited with service with
DOIL  prior to the  Closing  Date  for  purposes  of  benefits,  subject  to the
exceptions identified in Section 8.9 of the Purchase Agreement.

     5. Where applicable, letter will state that employee will receive a special
award of FRI  restricted  stock  (valued  as of the  business  day  prior to the
Closing  Date).  The  grant  will  be  made  pursuant  to  Franklin's   standard
agreements,  which will be attached  to the  letter,  and the stock will vest in
approximately  equal  installments,  1/4 on September 30, 2004, 1/4 on September
30, 2005, 1/4 on September 29, 2006 and 1/4 on September 28, 2007.

     6. For individuals still entitled to a guaranteed bonus - Three-quarters of
such  guaranteed  bonus will be payable on September  30, 2003 and the remaining
one-quarter  of such bonus on September  30, 2004 (along with any other bonus to
which  employee may be entitled for the period from January 1, 2004 to September
30,  2004).  For  individuals  hired after  January 1, 2003,  the amount of such
guaranteed  bonus  will be  prorated  based on the amount of time they have been
employed.

     7.  Employee  waives any and all  rights  that he or she may have under any
other  agreement,  arrangement or understanding in effect as of the Closing Date
relating to employment with DOIL and its affiliates.

     8.  Letter is not,  and will not be  construed  to create,  a  contract  of
employment, express or implied. Employee to be considered an at-will employee.



<PAGE>
                                                                       EXHIBIT H

                                     FORM OF
                           ASSIGNMENT AND TRANSFER OF
                          DOP LIMITED PARTNER INTEREST


     This Assignment and Transfer (this  "ASSIGNMENT") is made as of the _______
day of _______, 2003, by and between __________ ("ASSIGNOR") and Darby Holdings,
Inc. ("ASSIGNEE").

     WHEREAS,   Assignor  had  previously   executed  an  Agreement  of  Limited
Partnership of Darby Overseas Partners,  L.P., dated as of February 9, 1994 (the
"Partnership  Agreement"),  pursuant to which it was admitted to Darby  Overseas
Partners,  L.P., a Delaware limited  partnership  ("DOP"), as a Limited Partner;
and

     WHEREAS,  Assignor and Assignee are parties to a Purchase Agreement,  dated
as of August 1, 2003,  by and among  Assignor,  Assignee,  DOP and certain other
persons signatory thereto,  pursuant to which Assignor agreed to sell and assign
a ____ percent limited  partner  interest (the  "Partnership  Interest") in DOP,
constituting  its entire  limited  partner  interest  in DOP,  to  Assignee  and
Assignee  agreed to assume  all  liabilities  of  Assignor  with  respect to the
Partnership Interest.

     NOW, THEREFORE,  in consideration of the mutual agreements contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee hereby agree as follows:

     1. Assignor hereby sells,  transfers and assigns the Partnership  Interest,
together  with  all  and  singular  the  rights  and   privileges  in  any  wise
appertaining thereto, to Assignee.

     2. Assignee hereby accepts the Partnership Interest, adopts the Partnership
Agreement  and  assumes  all of the  liabilities  of  Assignor in respect of the
Partnership Interest.  From and after the date hereof, Assignor shall be removed
from DOP as a Limited  Partner and Assignee  shall be admitted in its stead as a
Substitute  Limited  Partner  and shall  have all rights  and  obligations  of a
Limited Partner as set forth in the Partnership Agreement.

     3. Assignor and Assignee each agree to execute,  acknowledge and deliver to
the other all such additional  instruments,  notices, and other documents and to
do all such  further acts and things as may be necessary or useful to more fully
and effectively effect the intent of this Assignment.

     4. This  Assignment  shall be governed by and construed in accordance  with
the laws of the State of Delaware  without regard to its principles of conflicts
of law.

<PAGE>

     5. This  Assignment  shall bind and inure to the  benefit of  Assignor  and
Assignee and their respective successors and assigns.

     6. This  Assignment  may be executed in one or more  counterparts,  each of
which shall be deemed to be an original,  but all of which shall  constitute one
and the same instrument.

     7. Unless otherwise defined herein,  the terms used in the Assignment shall
have the meaning set forth in the Partnership Agreement.

     IN WITNESS  WHEREOF,  this Assignment has been executed on the date written
above.


                                    ASSIGNOR:
                                    ---------



                                    By: ______________________________
                                    Name:____________________________
                                    Title:_____________________________



                                    ASSIGNEE:
                                    ---------

                                    DARBY HOLDINGS, INC.

                                    By: ______________________________
                                    Name:____________________________
                                    Title:_____________________________
<PAGE>
                                                                       EXHIBIT I





                                       [Darby Overseas Investments Logo Omitted]




July 21, 2003

Limited Partners
Darby-BBVA Latin American Private Equity Fund, L.P.
Darby-BBVA Latin American Private Equity Fund (Ontario), L.P.

RE:   LIMITED PARTNERSHIP AGREEMENT SECTION 2.01(c)

Dear Fund Limited Partner:

     We are  writing to you in  reference  to the Second  Amended  and  Restated
Limited  Partnership  Agreement of the Darby-BBVA  Latin American Private Equity
Fund,  L.P.  and the  Limited  Partnership  Agreement  of the  Darby-BBVA  Latin
American  Private  Equity  Fund  (Ontario),  L.P.  (together,  the  "Partnership
Agreements").  The Darby-BBVA  Latin American  Private Equity Fund, L.P. and the
Darby-BBVA  Latin American  Private Equity Fund (Ontario),  L.P. are referred to
collectively as the "Partnership".

     As we have  previously  informed  you,  Darby  proposes  to  enter  into an
agreement with Franklin Resources,  Inc. pursuant to which Franklin will acquire
all of the outstanding  equity  interests of Darby that is does not already own.
Consequently, Darby will become a wholly owned subsidiary of Franklin.

     Franklin is a global investment  management  organization known as Franklin
Templeton Investments.  Headquartered in San Mateo, California,  Franklin offers
investment products under the Franklin,  Templeton,  Mutual Series,  Bissett and
Fiduciary  brand  names.  Franklin is one of the largest  investment  management
firms in the world, with over $287 billion in assets under management as of June
30, 2003.

     Darby  has  enjoyed a long  relationship  with  Franklin  over the past ten
years,  during which time  Franklin has been a  significant  equity  investor in
Darby as well as a  substantial  supporter  of  Darby's  funds -  including  the
Partnership.  We are very pleased  about the proposed  transaction.  By becoming
part of Franklin  Templeton  Investments,  we believe that the  Partnership  and
Darby's business overall will benefit from the Franklin Templeton organization's
outstanding reputation and expertise in global investing.

     Franklin and its affiliated companies offer an array of investment products
to their clients, and we look forward to offering Darby products - including the
Partnership  - through this  distribution  network.  Consistent  with the recent
limited partner  approval to extend the  Partnership's  fundraising  period,  we
believe that this  expanded  distribution  network will improve the prospects of
creating a larger and therefore more diversified fund. With this in mind, we are
writing to request that the


Darby Overseas Investments, Ltd.
Suite 400
1135 Connecticut Avenue, NW
Washington, DC  20036
T 202 872 0500   F 202 872 1816
<PAGE>



Partnership  investors waive the provision of Section 2.01(c) of the Partnership
Agreements  (together  with the related  provisions of the  investment  advisory
agreements relating to the Partnership.)

     Section  2.01(c)  of  each  of  the  Partnership  Agreements  contains  the
following restriction (with emphasis supplied):

     Unless approved by three fourths in interest of Limited Partners, until the
     earlier of (i) such time as the  Partnership is  Substantially  Invested or
     (ii) the Investment  Expiration Date, the General Partner,  the Advisor and
     the Sponsor Advisor shall not, and each shall cause its officers, employees
     AND  AFFILIATES  not to,  establish (OR SOLICIT FUNDS FROM  INVESTORS  WITH
     RESPECT TO) any entity similar to the Partnership ... that meets all of the
     following  criteria:  (i)  it is  organized  for  the  primary  purpose  of
     investing in and holding a portfolio of  Securities of more than one issuer
     selected by its  portfolio  manager,  and (ii) the primary  purpose of such
     entity is to make  equity  investments  in Latin  America of the nature and
     type that would qualify as Permanent Investments under this Agreement.

     As advisers to many high-net-worth  individual  investors and institutional
clients,  affiliates of Franklin - which will become  "Affiliates" of Darby and,
accordingly,  off the General  Partner and Advisor within the meaning of Section
2.01(c)  of  the  Partnership  agreements  upon  the  closing  of  the  proposed
transaction - have a fiduciary  obligation to offer each client those investment
products that are most suitable for that client  regardless of any interest that
Franklin may have in any particular investment product. In other words, in order
to offer any particular product to clients, Franklin and its investment advisory
affiliates must be free to offer competing products as well.

     Accordingly,  Franklin has  requested  that we seek - and we have agreed to
seek  - a  waiver  of the  provisions  of  Section  2.01(c)  of the  Partnership
Agreements in order to allow  Franklin and its  affiliates to solicit funds from
investors   with  respect  to  investment   funds  that  may  compete  with  the
Partnership.  Franklin  and Darby agree that this waiver is prudent and provides
transparency for Partnership investors.

     If this waiver is  acceptable to you, we ask that you please so indicate by
signing  and  returning  to us one  copy  of  attached  Waiver.  In  view of our
scheduled  closing of the  Franklin - Darby  transaction  on July 30,  2003,  we
respectfully request that you respond by no later than July 29, 2003.

     If you have any questions, please call me at (202) 872-0500.

                                    Sincerely,


                                    Richard H. Frank
                                    Chief Executive Officer

Attachments:   1
<PAGE>
               DARBY-BBVA LATIN AMERICAN PRIVATE EQUITY FUND, L.P.
          DARBY-BBVA LATIN AMERICAN PRIVATE EQUITY FUND (ONTARIO), L.P.

                                     WAIVER

     Capitalized  terms  used  herein  shall have the same  respective  meanings
provided in the Darby-BBVA  Latin  American  Private  Equity Fund,  L.P.  Second
Amended and Restated Limited Partnership  Agreement dated as of January 17, 2003
and the Darby-BBVA  Latin American  Private Equity Fund (Ontario),  L.P. Limited
Partnership  Agreement  dated as of March 20, 2003 (together,  the  "Partnership
Agreements").

     The  undersigned  Limited Partner hereby  irrevocably  and  unconditionally
waives the provisions of Section 2.01(c) of the Partnership Agreements (together
with the provisions of Section 6(a) of the First Amended and Restated Investment
Advisory  Agreement dated as of January 17, 2003 by and between Darby-BBVA Latin
American  Private Equity Fund,  L.P., the Darby-BBVA  Latin American  Investors,
Ltd. and Darby Overseas Partners, L.P. and the provisions of Section 6(a) of the
Investment  Advisory  Agreement  dated  as of  March  20,  2003  by and  between
Darby-BBVA Latin American Private Equity Fund (Ontario),  L.P., Darby-BBVA Latin
American  Investors,  Ltd. and Darby  Overseas  Partners,  L.P.  (together,  the
"Investment Advisory Agreements") to the extent necessary to permit, and for the
sole purpose of allowing,  Franklin  Resources,  Inc. and its Affiliates  (other
than Darby, the General Partner and their respective  subsidiaries,  which shall
remain subject to Section 2.01(c) of the Partnership Agreements and Section 6(a)
of the  Investment  Advisory  Agreements)  to solicit funds from  investors with
respect  to any  entity  similar  to the  Partnership  and that meets all of the
following criteria:  (i) it is organized for the primary purpose of investing in
and holding a portfolio of  Securities  of more than one issuer  selected by its
portfolio manager, and (ii) the primary purpose of such entity is to make equity
investments  in Latin  America  of the  nature  and type that  would  qualify as
Permanent Investments under this Agreement.

     This Waiver shall be effective to waive the  provisions of Section  2.01(c)
of the  Partnership  Agreements  (and  Section 6(a) of the  Investment  Advisory
Agreements)  only to the  extent  specifically  set forth  herein,  and shall be
construed  neither to alter,  amend or affect the rights and  obligations of the
Darby-BBVA  Latin  American  Private Equity Fund,  L.P.,  the  Darby-BBVA  Latin
American  Private Equity Fund (Ontario),  L.P. or the Partners thereof under any
other  provision  of the  Partnership  Agreements  (or the  Investment  Advisory
Agreements),  nor  as a  waiver  of  any  other  provision  of  the  Partnership
Agreements (or the Investment  Advisory  Agreements) or of any breach of default
thereunder.

     IN WITNESS WHEREOF, the undersigned has executed this Waiver as of the date
set forth below.

Name of Limited Partner

------------------------------------


By:
      ------------------------------
      Name:
      Title:
      Date:

PLEASE  RETURN A COPY OF THIS  WAIVER NO LATER THAN JULY 29,  2003 BY FAX TO THE
ATTENTION OF CLARK NIELSEN AT DARBY OVERSEAS INVESTMENTS,  LTD.  (202-872-1816),
AND  RETURN THE  ORIGINAL  BY MAIL TO DARBY  OVERSEAS  INVESTMENTS,  LTD.,  1133
CONNECTICUT  AVENUE,  N.W.,  SUITE 400,  WASHINGTON,  D.C.  20036,  ATTN:  CLARK
NIELSEN.


<PAGE>


                                   EXHIBIT J-1
                               [NIELSEN & BEATTY]


                                                         _________________, 2003

Darby Overseas Investments, Ltd.
1133 Connecticut Avenue, NW
Suite 400
Washington, DC  20036


Gentlemen:

     Reference  is made to the  Purchase  Agreement,  dated as of August 1, 2003
(the "PURCHASE AGREEMENT"), by and among Franklin Resources, Inc., a corporation
existing under the laws of Delaware ("FRI"), Darby Holdings, Inc., a corporation
existing under the laws of Delaware  ("PURCHASER"),  Darby Overseas Investments,
Ltd., a corporation existing under the laws of Delaware ("DOIL"), Darby Overseas
Partners,  L.P.,  a limited  partnership  existing  under  the laws of  Delaware
("DOP"),  the  stockholders  of  DOIL  listed  on the  signature  pages  thereto
(collectively, the "DOIL SELLERS") and the limited partners of DOP listed on the
signature pages thereto (collectively,  the "DOP SELLERS", and together with the
DOIL Sellers,  the "SELLERS",  and the Sellers,  DOP and DOIL being  hereinafter
referred to as the "DARBY  PARTIES").  Capitalized terms used herein are used as
defined in the Purchase Agreement.

     Pursuant to the Purchase Agreement,  the undersigned is selling his limited
partner  interests in DOP to the Purchaser in exchange for the purchase price to
be paid to the undersigned as set forth in the Purchase Agreement. In connection
with the  transactions  contemplated by the Purchase  Agreement,  and as further
consideration  for  the  purchase  price  to be  paid  to the  undersigned,  the
undersigned has agreed to abide by the covenants set forth herein, as follows:

     1.  NON-COMPETITION.  During  the term of my  employment  with  DOIL or any
Affiliate  of DOIL and for a period of  [_____]  after the  termination  of such
employment for any reason, I shall not, directly or indirectly,  manage, operate
or control, or participate in the management, operation or control of, or become
employed by or render advisory or other services to (other than in a capacity as
a lawyer,  accountant or consultant working for a law,  accounting or nationally
recognized  consulting  firm that has been  retained by a Fund),  any  business,
whether in corporate,  proprietorship or partnership form or otherwise,  engaged
in sponsoring,  managing or serving as the  investment  advisor to private Funds
that  are  excluded  from the  definition  of  "investment  company"  under  the
Investment Company Act and whose primary investment objective is to make private
equity  investments in or mezzanine loans to companies located in countries that
are generally  recognized by the financial  community to be emerging  markets (a
"Competitive Fund").

<PAGE>

     Notwithstanding  the  foregoing,  if my  employment  with both DOIL and all
entities  Affiliated with DOIL is terminated by DOIL and the entities Affiliated
with DOIL for any reason  other than for Cause,  the  restrictions  set forth in
this  Paragraph  1 shall cease and have no further  force and effect,  effective
with such termination.  For purposes hereof, my employment shall be deemed to be
terminated  for "cause" if my  employment  is  terminated  at any time under the
following circumstances: (a) I fail to perform any of my material obligations in
relation to my employment with DOIL or any Affiliate of DOIL (including, but not
limited to,  compliance  with the terms of this Agreement) and fail to cure such
failure within thirty (30) days after receiving  written notice from DOIL or any
Affiliate of DOIL; (b) DOIL or any Affiliate of DOIL reasonably  believes that I
have  committed  an act of  fraud,  theft  or  dishonesty  against  DOIL  or any
Affiliate of DOIL, including, without limitation,  misappropriation of assets of
DOIL and its Affiliates; or (c) I am convicted (or plead NOLO CONTENDERE to) any
felony or any  misdemeanor  involving  moral  turpitude  or a  violation  of any
Securities  Law or  which  might,  in the  reasonable  opinion  of  DOIL  or any
Affiliate of DOIL, cause  financial,  reputational or regulatory harm to DOIL or
any Affiliate of DOIL.

     2.  NON-SOLICITATION.  During the term of my employment with DOIL and for a
period of  [_____]  thereafter,  I shall  not:  (a)  cause,  solicit,  induce or
encourage any employees of the Darby Companies to leave such employment or hire,
employ or otherwise engage any such individual,  (b) cause,  induce or encourage
any material existing or prospective  investor,  client,  customer,  supplier or
licensor of or any other Person who has a material  business  relationship  with
any Darby  Company at the time my employment  with DOIL ceases,  to terminate or
modify any such existing or prospective relationship, or (c) with respect to any
existing or prospective  investor of a Darby Fund at the time my employment with
DOIL ceases,  encourage  such investor to make an investment in any  Competitive
Fund other than a Darby Fund.

     3. REMEDIES. If I commit a breach, or threaten to commit a breach of any of
the provisions of this  Agreement,  the Darby Companies and Purchaser shall have
the  right and  remedy to have the  provisions  of this  Agreement  specifically
enforced by any court of competent jurisdiction without the necessity of proving
actual damages or posting any bond whatsoever,  it being acknowledged and agreed
that any such breach or threatened breach will cause  irreparable  injury to the
Darby  Companies and Purchaser,  that money damages will not provide an adequate
remedy to such persons and that  Purchaser or a Darby  Company shall be entitled
to appeal to any court of competent  jurisdiction for an injunction  restraining
me from  committing or continuing a violation of paragraphs 1 or 2 hereof.  Such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available at law or in equity.

     4.  ACKNOWLEDGEMENT.  I represent  and  acknowledge  that,  in light of the
payments to be made by the Purchaser to me under the Purchase  Agreement and for
other good and valid reasons,  the restrictions  stated in Paragraphs 1 and 2 on
the  activities  in which I may  engage are  reasonable,  and the period of time
designated above is reasonable.

<PAGE>

     5.  GOVERNING  LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the  State of New York  applicable  to  contracts
executed in and to be performed in that State,  without  regard to its conflicts
of law provisions (other than New York General  Obligations Law Section 5-1401).
All actions and  proceedings  arising out of relating to this Agreement shall be
heard and determined in any New York state or federal court.

     6. AMENDMENT OR WAIVER.  Neither this Agreement nor any terms hereof may be
changed, waived,  discharged or terminated unless such change, waiver, discharge
or termination is in writing signed by the parties hereto.

     7. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their  respective  legal  representatives,
heirs, successors and assigns.

     8.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute a single instrument.

     9.  SEVERABILITY.  If any provision of this Agreement shall be held invalid
under the  applicable law of any  jurisdiction,  the remainder of this Agreement
shall not be  affected  thereby.  Also if any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable Law, then such provision shall be
deemed  inoperative only to the extent that it may conflict  therewith and shall
be deemed modified to conform with such law. Any provision hereof that may prove
invalid  or  unenforceable  under any law  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

     If the  foregoing  correctly  sets forth our  understanding  of the subject
matter hereof,  please so indicate in the space  provided  below  whereupon this
Agreement shall be a binding agreement among us.

                                    Very truly yours,

                                    ------------------------------
                                    [Individual]

Accepted and agreed to:

DARBY OVERSEAS INVESTMENTS, LTD.


By:___________________________________


<PAGE>



                                   EXHIBIT J-2
                             [BRADY, LUBAR, WIEGERS]


                                                             _____________, 2003

Darby Overseas Investments, Ltd.
1133 Connecticut Avenue, NW
Suite 400
Washington, DC  20036


Gentlemen:

     Reference  is made to the  Purchase  Agreement,  dated as of August 1, 2003
(the "PURCHASE AGREEMENT"), by and among Franklin Resources, Inc., a corporation
existing under the laws of Delaware ("FRI"), Darby Holdings, Inc., a corporation
existing under the laws of Delaware  ("PURCHASER"),  Darby Overseas Investments,
Ltd., a corporation existing under the laws of Delaware ("DOIL"), Darby Overseas
Partners,  L.P.,  a limited  partnership  existing  under  the laws of  Delaware
("DOP"),  the  stockholders  of  DOIL  listed  on the  signature  pages  thereto
(collectively, the "DOIL SELLERS") and the limited partners of DOP listed on the
signature pages thereto (collectively,  the "DOP SELLERS", and together with the
DOIL Sellers,  the "SELLERS",  and the Sellers,  DOP and DOIL being  hereinafter
referred to as the "DARBY  PARTIES").  Capitalized terms used herein are used as
defined in the Purchase Agreement.

     Pursuant to the Purchase Agreement, the undersigned is selling his stock in
DOIL and limited  partner  interests in DOP to the Purchaser in exchange for the
purchase  price  to be paid to the  undersigned  as set  forth  in the  Purchase
Agreement.  In connection  with the  transactions  contemplated  by the Purchase
Agreement, and as further consideration for the purchase price to be paid to the
undersigned,  the  undersigned  has agreed to abide by the  covenants  set forth
herein, as follows:

     1.  NON-COMPETITION.  For a period  from the  Closing  Date  until the [__]
anniversary of the Closing Date, I shall not,  directly or  indirectly,  manage,
operate or control,  or participate in the management,  operation or control of,
or become  employed by or render  advisory or other services to (other than in a
capacity as a lawyer,  accountant or consultant working for a law, accounting or
nationally  recognized  consulting  firm that has been retained by a Fund),  any
business, whether in corporate, proprietorship or partnership form or otherwise,
engaged in sponsoring,  managing or serving as the investment advisor to private
Funds that are excluded from the  definition of  "investment  company" under the
Investment Company Act and whose primary investment objective is to make private
equity  investments in or mezzanine loans to companies located in

<PAGE>

countries  that  are  generally  recognized  by the  financial  community  to be
emerging markets (a "Competitive Fund"). /1/

     2.  NON-SOLICITATION.  For a period  from the  Closing  Date until the [__]
anniversary  of the Closing  Date,  I shall not: (a) cause,  solicit,  induce or
encourage  any employees of the Darby  Companies who are or become  employees of
Purchaser  or its  Affiliates  to  leave  such  employment  or hire,  employ  or
otherwise engage any such individual, or (b) cause, solicit, induce or encourage
any material  existing or  prospective  investor,  client,  customer,  supplier,
licensor of or any other Person who has a material  business  relationship  with
any Darby  Company  known to me to  terminate  or modify  any such  existing  or
prospective  relationship,  or (c) with respect to any  existing or  prospective
investor  of a Darby  Fund  known  to me,  encourage  such  investor  to make an
investment in any Competitive Fund other than a Darby Fund.

     3. REMEDIES. If I commit a breach, or threaten to commit a breach of any of
the provisions of this  Agreement,  the Darby Companies and Purchaser shall have
the  right and  remedy to have the  provisions  of this  Agreement  specifically
enforced by any court of competent jurisdiction without the necessity of proving
actual damages or posting any bond whatsoever,  it being acknowledged and agreed
that any such breach or threatened breach will cause  irreparable  injury to the
Darby  Companies and Purchaser,  that money damages will not provide an adequate
remedy to such persons and that  Purchaser or a Darby  Company shall be entitled
to apply to any court of competent jurisdiction for an injunction restraining me
from  committing  or  continuing a violation of  paragraphs 1 or 2 hereof.  Such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available at law or in equity.

     4.  ACKNOWLEDGEMENT.  I represent  and  acknowledge  that,  in light of the
payments to be made by the Purchaser to me under the Purchase  Agreement and for
other good and valid reasons,  the restrictions  stated in paragraphs 1 and 2 on
the  activities  in which I may  engage are  reasonable,  and the period of time
designated above is reasonable.

     5.  GOVERNING  LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the  State of New York  applicable  to  contracts
executed in and to be performed in that State,  without  regard to its conflicts
of law provisions (other than New York General  Obligations Law Section 5-1401).
All actions and  proceedings  arising out of relating to this Agreement shall be
heard and determined in any New York state or federal court.

     6. AMENDMENT OR WAIVER.  Neither this Agreement nor any terms hereof may be
changed, waived,  discharged or terminated unless such change, waiver, discharge
or termination is in writing signed by the parties hereto.



--------
1 May include a mutually acceptable proviso that states "except as set forth
      in Attachment A hereto."


<PAGE>

     7. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their  respective  legal  representatives,
heirs, successors and assigns.

     8.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute a single instrument.

     9.  SEVERABILITY.  If any provision of this Agreement shall be held invalid
under the  applicable law of any  jurisdiction,  the remainder of this Agreement
shall not be affected  thereby.  Also if, any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable law, then such provision shall be
deemed  inoperative only to the extent that it may conflict  therewith and shall
be deemed modified to conform with such law. Any provision hereof that may prove
invalid  or  unenforceable  under any law  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

     If the  foregoing  correctly  sets forth our  understanding  of the subject
matter hereof,  please so indicate in the space  provided  below  whereupon this
Agreement shall be a binding agreement among us.

                                    Very truly yours,

                                    ------------------------------
                                    [Individual]

Accepted and agreed to:

DARBY OVERSEAS INVESTMENTS, LTD.


By:___________________________________


<PAGE>



                                   EXHIBIT J-3
                               [GRAFFAM & LASTRES]


                                                            ______________, 2003

Darby Overseas Investments, Ltd.
1133 Connecticut Avenue, NW
Suite 400
Washington, DC  20036


Gentlemen:

     Reference  is made to the  Purchase  Agreement,  dated as of August 1, 2003
(the "PURCHASE AGREEMENT"), by and among Franklin Resources, Inc., a corporation
existing under the laws of Delaware ("FRI"), Darby Holdings, Inc., a corporation
existing under the laws of Delaware  ("PURCHASER"),  Darby Overseas Investments,
Ltd., a corporation existing under the laws of Delaware ("DOIL"), Darby Overseas
Partners,  L.P.,  a limited  partnership  existing  under  the laws of  Delaware
("DOP"),  the  stockholders  of  DOIL  listed  on the  signature  pages  thereto
(collectively, the "DOIL SELLERS") and the limited partners of DOP listed on the
signature pages thereto (collectively,  the "DOP SELLERS", and together with the
DOIL Sellers,  the "SELLERS",  and the Sellers,  DOP and DOIL being  hereinafter
referred to as the "DARBY  PARTIES").  Capitalized terms used herein are used as
defined in the Purchase Agreement.

     In connection with the transactions contemplated by the Purchase Agreement,
and in  consideration  of the grant of FRI restricted  stock to the  undersigned
contemplated  by  Paragraph  1 hereof,  the  undersigned  agrees to abide by the
covenants set forth herein, as follows:

     1.  GRANT OF  RESTRICTED  STOCK.  On the  Closing  Date,  I will be granted
$______ in FRI  restricted  stock  (valued as of the  business  day prior to the
Closing Date). The grant will be made pursuant to the agreement attached to this
letter  and the stock  will vest in  approximately  equal  installments,  1/4 on
September 30, 2004,  1/4  September 30, 2005,  1/4 September 29, 2006 and 1/4 on
September 28, 2007.

     2.  NON-COMPETITION.  During  the term of my  employment  with  DOIL or any
Affiliate  of DOIL and for a period of  [_____]  after the  termination  of such
employment for any reason, I shall not, directly or indirectly,  manage, operate
or control, or participate in the management, operation or control of, or become
employed by or render advisory or other services to (other than in a capacity as
a lawyer,  accountant or consultant working for a law,  accounting or nationally
recognized  consulting  firm that has been  retained by a Fund),  any  business,
whether in corporate,  proprietorship or partnership form or otherwise,  engaged
in sponsoring,  managing or serving as the  investment  advisor to private Funds
that  are  excluded  from the  definition  of  "investment  company"  under  the
Investment Company Act and whose primary investment objective is to make private

<PAGE>

equity  investments in or mezzanine loans to companies located in countries that
are generally  recognized by the financial  community to be emerging  markets (a
"Competitive Fund").

     Notwithstanding  the  foregoing,  if my  employment  with both DOIL and all
entities  Affiliated with DOIL is terminated by DOIL and the entities Affiliated
with DOIL for any reason  other than for Cause,  the  restrictions  set forth in
this  Paragraph  2 shall cease and have no further  force and effect,  effective
with such termination.  For purposes hereof, my employment shall be deemed to be
terminated  for "cause" if my  employment  is  terminated  at any time under the
following circumstances: (a) I fail to perform any of my material obligations in
relation to my employment with DOIL or any Affiliate of DOIL (including, but not
limited to,  compliance  with the terms of this Agreement) and fail to cure such
failure within thirty (30) days after receiving  written notice from DOIL or any
Affiliate of DOIL; (b) DOIL or any Affiliate of DOIL reasonably  believes that I
have  committed  an act of  fraud,  theft  or  dishonesty  against  DOIL  or any
Affiliate of DOIL, including, without limitation,  misappropriation of assets of
DOIL and its Affiliates; or (c) I am convicted (or plead NOLO CONTENDERE to) any
felony or any  misdemeanor  involving  moral  turpitude  or a  violation  of any
Securities  Law or  which  might,  in the  reasonable  opinion  of  DOIL  or any
Affiliate of DOIL, cause  financial,  reputational or regulatory harm to DOIL or
any Affiliate of DOIL.

     3.  NON-SOLICITATION.  During the term of my employment with DOIL and for a
period of  [_____]  thereafter,  I shall  not:  (a)  cause,  solicit,  induce or
encourage any employees of the Darby Companies to leave such employment or hire,
employ or otherwise engage any such individual,  (b) cause,  induce or encourage
any material existing or prospective  investor,  client,  customer,  supplier or
licensor of or any other Person who has a material  business  relationship  with
any Darby  Company at the time my  employment  with DOIL ceases to  terminate or
modify any such existing or prospective relationship, or (c) with respect to any
existing or prospective  investor of a Darby Fund at the time my employment with
DOIL ceases,  encourage  such investor to make an investment in any  Competitive
Fund other than a Darby Fund.

     4. REMEDIES. If I commit a breach, or threaten to commit a breach of any of
the provisions of this  Agreement,  the Darby Companies and Purchaser shall have
the  right and  remedy to have the  provisions  of this  Agreement  specifically
enforced by any court of competent jurisdiction without the necessity of proving
actual damages or posting any bond whatsoever,  it being acknowledged and agreed
that any such breach or threatened breach will cause  irreparable  injury to the
Darby  Companies and Purchaser,  that money damages will not provide an adequate
remedy to such persons and that  Purchaser or a Darby  Company shall be entitled
to appeal to any court of competent  jurisdiction for an injunction  restraining
me from  committing or continuing a violation of Paragraphs 2 or 3 hereof.  Such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available at law or in equity.

     5. ACKNOWLEDGEMENT. I represent and acknowledge that, in light of the grant
of  restricted  stock to be made to me  pursuant  to  Paragraph 1 hereof and for
other good and valid  reasons,  the  restrictions  stated in  Paragraphs 2 and 3
hereof on the activities in

<PAGE>

which I may engage are reasonable,  and the period of time  designated  above is
reasonable.

     6.  GOVERNING  LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the  State of New York  applicable  to  contracts
executed in and to be performed in that State,  without  regard to its conflicts
of law provisions (other than New York General  Obligations Law Section 5-1401).
All actions and  proceedings  arising out of relating to this Agreement shall be
heard and determined in any New York state or federal court.

     7. AMENDMENT OR WAIVER.  Neither this Agreement nor any terms hereof may be
changed, waived,  discharged or terminated unless such change, waiver, discharge
or termination is in writing signed by the parties hereto.

     8. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their  respective  legal  representatives,
heirs, successors and assigns.

     9.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute a single instrument.

     10. SEVERABILITY.  If any provision of this Agreement shall be held invalid
under the  applicable law of any  jurisdiction,  the remainder of this Agreement
shall not be  affected  thereby.  Also if any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable Law, then such provision shall be
deemed  inoperative only to the extent that it may conflict  therewith and shall
be deemed modified to conform with such law. Any provision hereof that may prove
invalid  or  unenforceable  under any law  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

     If the  foregoing  correctly  sets forth our  understanding  of the subject
matter hereof,  please so indicate in the space  provided  below  whereupon this
Agreement shall be a binding agreement between us.

                                    Very truly yours,

                                    ------------------------------
                                    [Individual]

Accepted and agreed to:

DARBY OVERSEAS INVESTMENTS, LTD.


By:___________________________________

<PAGE>
                                   EXHIBIT J-4
                                     [FRANK]

                                                       ___________________, 2003

Darby Overseas Investments, Ltd.
1133 Connecticut Avenue, NW
Suite 400
 Washington, DC 20036


Gentlemen:

     Reference is made to the Purchase Agreement, dated as of August 1,2003 (the
"Purchase  Agreement"),  by and among  Franklin  Resources,  Inc., a corporation
existing under the laws of Delaware ("FRI"), Darby Holdings, Inc., a corporation
existing under the laws of Delaware  ("Purchaser"),  Darby Overseas Investments,
Ltd., a corporation existing under the laws of Delaware ("DOIL"), Darby Overseas
Partners,  LP.,  a  limited  partnership  existing  under  the laws of  Delaware
("DOP"),  the  stockholders  of  DOIL  listed  on the  signature  pages  thereto
(collectively, the "DOIL Sellers") and the limited partners of DOP listed on the
signature pages thereto (collectively,  the "DOP Sellers", and together with the
DOIL Sellers,  the "Sellers",  and the Sellers,  DOP and DOIL being  hereinafter
referred to as the "Darby  Parties").  Capitalized terms used herein are used as
defined in the Purchase Agreement.

     Pursuant to the Purchase Agreement,  the undersigned is selling his limited
partner  interests in DOP to the Purchaser in exchange for the purchase price to
be paid to the undersigned as set forth in the Purchase Agreement. In connection
with the  transactions  contemplated by the Purchase  Agreement,  and as further
consideration  for  the  purchase  price  to be  paid  to the  undersigned,  the
undersigned has agreed to abide by the covenants set forth herein, as follows:

     1.  NON-COMPETITION.  During  the term of my  employment  with  DOIL or any
Affiliate  of DOIL and for a period of two (2) years  after the  termination  of
such  employment for any reason,  I shall not,  directly or indirectly,  manage,
operate or control,  or participate in the management,  operation or control of,
or become  employed by or render  advisory or other services to (other than in a
capacity as a lawyer,  accountant or consultant working for a law, accounting or
nationally  recognized  consulting  firm that has been retained by a Fund),  any
business, whether in corporate, proprietorship or partnership form or otherwise,
engaged in sponsoring,  managing or serving as the investment advisor to private
Funds that are excluded from the  definition of  "investment  company" under the
Investment Company Act and whose primary investment objective is to make private
equity  investments in or mezzanine loans to companies located in countries that
are generally  recognized by the financial  community to be emerging  markets (a
"Competitive Fund").

<PAGE>

     2.  NON-SOLICITATION.  During  the term of my  employment  with DOIL or any
Affiliate of DOIL and for a period of three (3) years after the  termination  of
such  employment  for any reason,  I shall not:  (a) cause,  solicit,  induce or
encourage any employees of the Darby Companies to leave such employment or hire,
employ or otherwise engage any such individual,  (b) cause,  induce or encourage
any material existing or prospective  investor,  client,  customer,  supplier or
licensor of or any other Person who has a material  business  relationship  with
any Darby  Company at the time my employment  with DOIL ceases,  to terminate or
modify any such existing or prospective relationship, or (c) with respect to any
existing or prospective  investor of a Darby Fund at the time my employment with
DOIL ceases,  encourage  such investor to make an investment in any  Competitive
Fund other than a Darby Fund.

     3.  Notwithstanding  the  provisions  of  Paragraphs  1 and 2 above,  if my
employment with both DOIL and all entities Affiliated with DOIL is terminated by
DOIL and the entities  Affiliated with DOIL for any reason other than for Cause,
the restrictions set forth in Paragraphs 1 and 2 shall cease and have no further
force and effect,  effective  with such  termination.  For purposes  hereof,  my
employment  shall be deemed to be  terminated  for "cause" if my  employment  is
terminated at any time under the following circumstances:  (a) I fail to perform
any of my material  obligations  in relation to my  employment  with DOIL or any
Affiliate of DOIL (including,  but not limited to,  compliance with the terms of
this  Agreement)  and fail to cure such  failure  within  thirty (30) days after
receiving  written  notice from DOIL or any  Affiliate of DOIL;  (b) DOIL or any
Affiliate of DOIL  reasonably  believes  that I have  committed an act of fraud,
theft or dishonesty  against DOIL or any Affiliate of DOIL,  including,  without
limitation,  misappropriation of assets of DOIL and its Affiliates; or ( c) I am
convicted (or plead NOLO CONTENDERE to) any felony or any misdemeanor  involving
moral  turpitude or a violation  of any  Securities  Law or which might,  in the
reasonable   opinion  of  DOIL  or  any  Affiliate  of  DOIL,  cause  financial,
reputational or regulatory harm to DOIL or any Affiliate of DOIL.

     4. REMEDIES.  In commit a breach,  or threaten to commit a breach of any of
the provisions of this  Agreement,  the Darby Companies and Purchaser shall have
the  right and  remedy to have the  provisions  of this  Agreement  specifically
enforced by any court of competent jurisdiction without the necessity of proving
actual damages or posting any bond whatsoever,  it being acknowledged and agreed
that any such breach or threatened breach will cause  irreparable  injury to the
Darby  Companies and Purchaser,  that money damages will not provide an adequate
remedy to such persons and that  Purchaser or a Darby  Company shall be entitled
to appeal to any court of competent  jurisdiction for an injunction  restraining
me from  committing or continuing a violation of Paragraphs 1 or 2 hereof.  Such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available at law or in equity.

     5.  ACKNOWLEDGEMENT.  I represent  and  acknowledge  that,  in light of the
payments to be made by the Purchaser to me under the Purchase  Agreement and for
other good and valid reasons,  the restrictions  stated in Paragraphs 1 and 2 on
the  activities  in

<PAGE>

which I may engage are reasonable,  and the period of time  designated  above is
reasonable.

     6.  GOVERNING  LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the  State of New York  applicable  to  contracts
executed in and to be performed in that State,  without  regard to its conflicts
of law provisions (other than New York General  Obligations Law Section 5-1401).
All actions and  proceedings  arising out of relating to this Agreement shall be
heard and determined in any New York state or federal court.

     7. AMENDMENT OR WAIVER.  Neither this Agreement nor any terms hereof may be
changed, waived,  discharged or terminated unless such change, waiver, discharge
or termination is in writing signed by the parties hereto.

     8. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their  respective  legal  representatives,
heirs, successors and assigns.

     9.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute a single instrument.

     10. SEVERABILITY.  If any provision of this Agreement shall be held invalid
under the  applicable law of any  jurisdiction,  the remainder of this Agreement
shall not be  affected  thereby.  Also if any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable Law, then such provision shall be
deemed  inoperative only to the extent that it may conflict  therewith and shall
be deemed modified to conform with such law. Any provision hereof that may prove
invalid  or  unenforceable  under any law  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

     If the  foregoing  correctly  sets forth our  understanding  of the subject
matter hereof,  please so indicate in the space  provided  below  whereupon this
Agreement shall be a binding agreement among us.

                                    Very truly yours,


                                    [Individual]
Accepted and agreed to:

DARBY OVERSEAS INVETMENTS, LTD.


By:
   ---------------------------------




<PAGE>
                                                                     EXHIBIT K-1

                      DARBY TECHNOLOGY VENTURES GROUP, LLC

     The  following  are the  principal  terms  and  provisions  which  would be
included in an agreement (the  "AGREEMENT")  pursuant to which certain employees
of Darby Overseas Investments, Ltd. ("DOIL") and its affiliates will be issued a
Class B Common  Interest  (a "CLASS B  INTEREST")  in, and become  admitted as a
member of, Darby Technology  Ventures Group,  LLC, a Delaware limited  liability
company (the "COMPANY"). The Agreement would be in such form as is determined by
Darby Overseas Partners,  L.P., a Delaware limited  partnership  ("DOP") and the
Board of Directors of the Company.  The  Agreement  would  contain the principal
terms set forth herein and such other terms and provisions as generally shall be
applicable to recipients of a Class B Interest who are employees of DOIL and its
affiliates (the "Recipients").

     1. CLASS B INTEREST. Upon a resolution adopted by the Board of Directors of
the  Company  authorizing  the  issuance  of a Class B Interest  to a  Recipient
pursuant to Section  3.5(a) of the Second  Amended  Operating  Agreement  of the
Company dated October 1, 2002 (the "OPERATING AGREEMENT"),  and such Recipient's
execution of the Agreement and the Operating Agreement,  such Recipient shall be
issued a Class B Interest  to which is  assigned a  Percentage  Interest  as set
forth in the Agreement  (which shall be reflected on Schedule A of the Operating
Agreement)  and  become  a member  of the  Company,  subject  to the  terms  and
conditions  of the Agreement and the  Operating  Agreement,  including  (without
limitation) a vesting schedule.

     2. VESTING.  Class B Interests shall vest 20% per year (on each anniversary
of the initial  grant date) over a five year period with the initial  grant date
as set forth in the  letter  referred  to in  Section  5.23(p)  of the  Purchase
Agreement,  dated as of August 1, 2003, by and among Franklin  Resources,  Inc.,
Darby  Holdings,  Inc. and the Darby  parties  named  therein.  If a Recipient's
employment  with DOIL and its  affiliates  is  terminated  for any reason by the
Recipient  or by  DOIL  or any of  its  affiliates  ( any  such  termination  of
employment  being  referred to herein as a  "TERMINATION"),  the portion of such
Recipient's  Class B Interest that has not vested as of the date of  Termination
shall be forfeited and revert to the Company, such Recipient shall have no right
or interest therein,  and Schedule A of the Operating Agreement shall be amended
accordingly;  PROVIDED, HOWEVER, that if the Termination is as a result of death
or permanent disability,  100% of such Recipient's Class B Interest shall become
vested upon  Termination.  There shall be no partial vesting for periods of time
between annual vesting dates.

     3. PAYMENTS IN RESPECT OF CARRIED  INTEREST.  The  Agreement  shall provide
that payments in respect of Class B Interests shall be made as follows:

          a. UNVESTED PORTION. The entire amount of distributions that otherwise
     would be paid to a  Recipient  in respect of the  unvested  portion of such
     Recipient's  Class B Interest shall be retained by the Company and credited
     to an account (a "VESTING  ACCOUNT")  created for such  purpose.  An amount
     credited to the Vesting  Account  shall be released  from such account upon
     the vesting of the portion of the Class B Interest in respect of which such
     amount was credited. Any amount released from a Vesting

<PAGE>

     Account  first  shall be  applied  to repay  any  outstanding  tax  advance
     previously  made in respect of such amount and the balance shall be paid to
     the Recipient.

          b. VESTED PORTION.  Any distribution made by the Company in respect of
     the vested portion of a Recipient's  Class B Interest shall be paid to such
     Recipient.

     Upon  Termination,  after  application of the foregoing vesting and payment
provisions,  Recipients  shall  forfeit any and all rights to receive the amount
then remaining in their  respective  Vesting  Accounts and shall have no further
interest in such accounts.

     5. TAX ADVANCES.  To the extent that amounts are credited to a Recipient 's
Vesting  Account,  non-interest  bearing  tax  advances  shall  be  made to such
Recipient;  PROVIDED,  HOWEVER, that the outstanding amount of such tax advances
at no time shall  exceed the amount in the  Vesting  Account.  The amount of tax
advances  shall be an  estimate  of the amount of income  taxes  payable by each
Recipient  attributable  to the taxable  income  allocated to such  Recipient in
respect of the unvested  portion of his or her Class B Interest.  Such  estimate
shall be made by the Company in its  reasonable  discretion in such manner as is
to be determined in the Agreement. Any tax advances outstanding upon Termination
shall be payable on demand. After Termination, the Company may apply any amounts
otherwise distributable to a Recipient to repay any outstanding tax advances.

     6.  TAX  DISCLOSURE.  Appropriate  tax  disclosure  shall  be  made  in the
Agreement.

     7. LIABILITY FOR TAXES.  Each Recipient shall  acknowledge in the Agreement
that any tax  liability  relating to receipt of Class B Interests  is his or her
responsibility  and he or she  shall  indemnify  and hold the  Company  harmless
therefrom.

     8.  TRANSFERABILITY.  Class B Interests shall be nontransferable other than
as to be provided in the Agreement and the Operating Agreement.

     9.  EXCLUSIVE  RIGHT TO  CARRIED  INTEREST.  Except as  provided  under the
Agreement,  Recipients shall acknowledge they have no other right to receive any
Class B Interests, or any other interests, in the Company.

     10. STRUCTURE. The structure of the interest in the Company will be subject
to change by the  Company;  PROVIDED,  HOWEVER,  that any such change  shall not
materially  adversely affect the economic benefits (other than tax consequences)
provided thereunder without a Recipient's consent.


<PAGE>
                                                                    EXHIBIT K-2


                               PROBA BEHEER, N.V.

     The  following  are the  principal  terms  and  provisions  which  would be
included  in an  agreement  (the  "AGREEMENT")  pursuant  to which  the  Carried
Interest (as defined below) earned by Proba Beheer, N.V., a Netherlands Antilles
limited liability company (the "GENERAL PARTNER") and received by Darby Overseas
Partners,  L.P.,  a  Delaware  limited  partnership  ("DOP"),  if any,  would be
allocated.  The Agreement  would be in such form as is determined by DOP and the
Carried  Interest  would  be  subject  to  any   restrictions,   limitations  or
obligations  arising under the  agreement,  if any,  between DOP and the General
Partner  relating to the  Carried  Interest.  The  Agreement  would  contain the
principal  terms  set forth  herein  and such  other  terms  and  provisions  as
generally  shall be applicable to recipients of a share of the Carried  Interest
who  are  employees  of  Darby  Overseas  Investments,  Ltd.  ("DOIL")  and  its
affiliates (the "RECIPIENTS").

     1. CARRIED  INTEREST  POINTS.  The General Partner has the right to receive
certain distributions from the Fund (such distributions being referred to herein
as the "CARRIED INTEREST") under clause 6.1(a)(3) and 6.1(a)(4) (but only to the
extent not made in respect of capital contributions made by the General Partner)
of the Limited  Partnership  Agreement  dated January 6, 2000 (the  "PARTNERSHIP
AGREEMENT")  of  Proba,   L.P.,  a  Cayman  Islands  limited   partnership.   (A
one-twentieth  (1/20)  share of the Carried  Interest is referred to herein as a
"CARRIED  INTEREST  POINT".)  If DOP is  successful  in  negotiating  to receive
Carried  Interest  Points from the General  Partner,  DOP will allocate  Carried
Interest  Points to  Recipients  pursuant  to the terms  and  conditions  of the
Agreement.

     2.  VESTING.  Carried  Interest  Points  shall  vest  20% per year (on each
anniversary  of the initial grant date) over a five year period with the initial
grant date as set forth in the  letter  referred  to in  Section  5.23(p) of the
Purchase Agreement, dated as of August 1, 2003, by and among Franklin Resources,
Inc.,  Darby  Holdings,  Inc.  and  the  Darby  parties  named  therein.  If the
employment of a Recipient  with DOIL and its  Affiliates  is terminated  for any
reason  by  the  Recipient  or by  DOIL  or  any of  its  Affiliates  (any  such
termination  of employment  being  referred to herein as a  "TERMINATION"),  the
portion of such  Recipient's  Carried  Interest Points that has not vested as of
the date of  Termination  shall be forfeited  and such  Recipient  shall have no
right or interest therein;  PROVIDED,  HOWEVER,  that if the Termination is as a
result  of death  or  permanent  disability,  100% of such  Recipient's  Carried
Interest Points shall become vested upon Termination.  There shall be no partial
vesting for periods of time between annual vesting dates.

     3. PAYMENTS IN RESPECT OF CARRIED  INTEREST.  The  Agreement  shall provide
that payments in respect of Carried Interest Points shall be made as follows:

          a. UNVESTED PORTION. The entire amount of distributions that otherwise
     would be paid to a Recipient in respect of unvested Carried Interest Points
     shall be  retained  by DOP or its  designee  and  credited to an account (a
     "VESTING  ACCOUNT")  created  for such  purpose.  An amount  credited  to a
     Vesting Account shall be released from such account upon the vesting of the
     portion of the Recipient's Carried Interest Points in

<PAGE>

     respect  of which such  amount was  credited.  Any amount  released  from a
     Vesting Account first shall be applied to repay any outstanding tax advance
     previously  made to the Recipient in respect of such amount and the balance
     shall be paid to such Recipient.

          b. VESTED PORTION.  Any  distribution in respect of the vested portion
     of a Recipient's Carried Interest Points (or released from such Recipient's
     Vesting Account) shall be paid to such Recipient.

     Upon  Termination,  after  application of the foregoing vesting and payment
provisions,  Recipients  shall  forfeit any and all rights to receive the amount
then remaining in their  respective  Vesting  Accounts and shall have no further
interest in such accounts.

     4. TAX  ADVANCES.  To the extent that  amounts are  retained in the Vesting
Account, tax advances shall be made to Recipients;  PROVIDED,  HOWEVER, that the
outstanding  amount of such tax  advances at no time shall  exceed the amount in
the Vesting Account.  The tax advances shall be an estimate of the amount income
taxes payable by each Recipient  attributable to the taxable income allocated to
such Recipient in respect of the unvested portion of his or her Carried Interest
Points and shall be repaid on the basis determined in the Agreement.

     5.  TAX  DISCLOSURE.  Appropriate  tax  disclosure  shall  be  made  in the
Agreement.

     6. LIABILITY FOR TAXES.  Each Recipient shall  acknowledge in the Agreement
that any tax liability  relating to receipt of Carried Interest Points is his or
her  responsibility  and he or she shall indemnify and hold the Company harmless
therefrom.

     7. TRANSFERABILITY.  Carried Interest Points shall be nontransferable other
than as to be provided in the Agreement.

     8.  EXCLUSIVE  RIGHT TO CARRIED  INTEREST.  Except for the rights  provided
pursuant  to the  Agreement,  Recipients  shall  acknowledge  they have no other
rights to Carried Interest Points (or Carried Interest).

     9. STRUCTURE.  The structure of the share of Carried Interest, if any, will
be subject to change by the  Company;  PROVIDED,  HOWEVER,  that any such change
shall not  materially  adversely  affect the economic  benefits  (other than tax
consequences) provided thereunder without the Recipient's consent.




<PAGE>

                                                                    EXHIBIT K-3

                    DARBY LATIN AMERICAN MEZZANINE FUND, L.P.

     The  following  are the  principal  terms  and  provisions  which  would be
included  in an  agreement  (the  "AGREEMENT")  pursuant  to which  the  Carried
Interest  (as  defined  below)  received  by  Darby  Latin  American   Mezzanine
Investments,  a Cayman Islands company (the "COMPANY") from Darby Latin American
Mezzanine  Fund,  L.P., a Cayman Islands  limited  partnership  (the "Fund"),  a
private  investment fund of which the Company serves as general partner pursuant
to the First  Amended and  Restated  Limited  Partnership  Agreement of the Fund
dated as of June 1, 1999 (the "PARTNERSHIP AGREEMENT"),  would be allocated. The
Agreement would be in such form as is determined by DOP and the Carried Interest
would be  subject  to the  vesting  schedule  to be set  forth  therein  and the
obligation to satisfy a portion of the Carried Interest Clawback  Obligation (as
defined below). The Agreement would contain the principal terms set forth herein
and such  other  terms  and  provisions  as  generally  shall be  applicable  to
recipients  of a share  of the  Carried  Interest  who are  employees  of  Darby
Overseas Investments, Ltd. ("DOIL") and its affiliates(the "RECIPIENTS").

     1. DEFINED TERMS.  The Company,  in its capacity as general  partner of the
Fund,  has the  right to  receive  certain  distributions  pursuant  to  Section
3.06(a)(ii)(D)(II)  and  (III)  and  Section  3.06(a)(iii)(E)  and  (F)  of  the
Partnership  Agreement  (such  distributions  being  referred  to  herein as the
"CARRIED  INTEREST").  (A one-twentieth  (1/20) share of the Carried Interest is
referred to herein as a "CARRIED INTEREST POINT".) Under Section  3.01(c)(i) and
(ii) of the Partnership Agreement,  under certain circumstances,  the Company is
required  to make  capital  contributions  to the Fund  relating  to the Carried
Interest  (such  obligation  being  referred to herein as the "CARRIED  INTEREST
CLAWBACK OBLIGATION").

     2.  VESTING.  Carried  Interest  Points  shall  vest  20% per year (on each
anniversary  of the initial grant date) over a five year period with the initial
grant date as set forth in the  letter  referred  to in  Section  5.23(p) of the
Purchase Agreement, dated as of August 1, 2003, by and among Franklin Resources,
Inc.,  Darby  Holdings,  Inc.  and  the  Darby  parties  named  therein.  If the
employment of a Recipient  with DOIL and its  Affiliates  is terminated  for any
reason  by  the  Recipient  or by  DOIL  or  any of  its  Affiliates  (any  such
termination  of employment  being  referred to herein as a  "TERMINATION"),  the
portion of such Recipient 's Carried  Interest  Points that has not vested as of
the date of  Termination  shall be forfeited  and revert to the Company and such
Recipient shall have no right or interest therein;  PROVIDED,  HOWEVER,  that if
the  Termination is as a result of death or permanent  disability,  100% of such
Recipient's Carried Interest Points shall become vested upon Termination.  There
shall be no partial vesting for periods of time between annual vesting dates.

     3. PAYMENTS IN RESPECT OF CARRIED  INTEREST.  The  Agreement  shall provide
that payments in respect of a Recipient's  Carried Interest Points shall be made
as follows:

          a. UNVESTED PORTION. The entire amount of distributions that otherwise
     would be paid to a Recipient in respect of unvested Carried Interest Points
     shall be

<PAGE>

     retained by the Company  and  credited to an account (a "VESTING  ACCOUNT")
     created  for such  purpose.  An amount  credited to a  Recipient's  Vesting
     Account shall be released from such account upon the vesting of the portion
     of the Recipient's  Carried Interest Points in respect of which such amount
     was credited.  Any amount  released  from a Vesting  Account first shall be
     applied  to  repay  any  outstanding  tax  advance  previously  made to the
     Recipient  in respect of such  amount and the  balance  shall be treated as
     would a distribution in respect of vested Carried Interest Points and shall
     be applied in accordance with subparagraphs (b)(I) and (II) below.

          b. VESTED PORTION.

          I.  CLAWBACK  ACCOUNT  Thirty  percent  (30%)  of  the  amount  of any
     distribution made to the Company in respect of the then vested portion of a
     Recipient's  Carried  Interest  Points (or released  from such  Recipient's
     Vesting  Account)  shall be  retained  by the  Company in an  account  (the
     "CARRIED  INTEREST  CLAWBACK  ACCOUNT")  as security  for such  Recipient's
     obligation  to satisfy  his or her share of the Carried  Interest  Clawback
     Obligation.

          II.. CARRIED INTEREST PAYMENTS. The remaining seventy percent (70%) of
     any distribution  made by the Company in respect of the then vested portion
     of such Recipient 's Carried  Interest  Points (or released from his or her
     Vesting Account) shall be paid to such Recipient.

Upon  Termination,  after  application  of the  foregoing  vesting  and  payment
provisions,  a Recipient  shall forfeit any and all rights to receive the amount
then remaining in his or her Vesting Account and shall have no further  interest
in such account.

     4.  CLAWBACK.   A  Recipient's  share  of  the  Carried  Interest  Clawback
Obligation  shall be  determined as provided in the Agreement and shall be based
on the relative amount of Carried Interest  distributable to such Recipient.  In
connection with the dissolution of the Fund, the amount in a Recipient's Carried
Interest Clawback Account shall be used to satisfy such Recipient's share of the
Carried  Interest  Clawback  Obligation.  The  amount,  if any,  remaining  in a
Recipient's  Carried Interest Clawback Account after  satisfaction of his or her
share  of the  Carried  Interest  Clawback  Obligation  shall  be  paid  to such
Recipient.  To the extent  that the  amount in a  Recipient's  Carried  Interest
Clawback  Account is  insufficient  to satisfy  his or her share of the  Carried
Interest Clawback Obligation,  such Recipient shall be personally liable for the
deficiency.

     5. TAX ADVANCES.  To the extent that amounts are credited to a Recipient 's
Vesting  Account,  non-interest  bearing  tax  advances  will  be  made  to such
Recipient;  PROVIDED,  HOWEVER, that the outstanding amount of such tax advances
at no time shall  exceed the amount in the  Vesting  Account.  The amount of tax
advances to be made to a Recipient  shall be an estimate of the amount of income
taxes payable by such Recipient  attributable to the taxable income allocated to
such Recipient in respect of the unvested portion of his or her Carried Interest
Points. Such estimate shall be made by the Company in its reasonable  discretion
in such  manner  as is to be  determined  in the

<PAGE>

Agreement.  Any tax advances  outstanding upon  Termination  shall be payable on
demand.  After  Termination,   the  Company  may  apply  any  amounts  otherwise
distributable to repay any outstanding tax advances.

     6.  TAX  DISCLOSURE.  Appropriate  tax  disclosure  shall  be  made  in the
Agreement.

     7. LIABILITY FOR TAXES.  Each Recipient shall  acknowledge in the Agreement
that any tax liability  relating to receipt of Carried Interest Points is his or
her  responsibility  and he or she shall indemnify and hold the Company harmless
therefrom.

     8. TRANSFERABILITY.  Carried Interest Points shall be nontransferable other
than as provided in the Agreement.

     9.  EXCLUSIVE  RIGHT TO CARRIED  INTEREST.  Except for the rights  provided
pursuant  to the  Agreement,  Recipients  shall  acknowledge  they have no other
rights to Carried Interest Points (or Carried Interest).

     10.  STRUCTURE.  The  structure  of the share of Carried  Interest  will be
subject to change by the Company; PROVIDED,  HOWEVER, that any such change shall
not  materially   adversely  affect  the  economic   benefits  (other  than  tax
consequences) provided thereunder without the Recipient's consent.



<PAGE>

                                                                     EXHIBIT K-4

               DARBY-BBVA LATIN AMERICAN PRIVATE EQUITY FUND, L.P.
          DARBY-BBVA LATIN AMERICAN PRIVATE EQUITY FUND (ONTARIO), L.P.

     The  following  are the  principal  terms  and  provisions  which  would be
included in an agreement (the  "AGREEMENT")  pursuant to which certain employees
of Darby Overseas  Investments,  Ltd. ("DOIL") and its affiliates will be issued
Management  Shares  (the  "MANAGEMENT  SHARES")  of  Darby-BBVA  Latin  American
Investors, Ltd., a Cayman Islands company (the "COMPANY"). The Company serves as
the general partner of both Darby-BBVA Latin American Private Equity Fund, L.P.,
a Cayman Islands limited  partnership (the "CAYMAN FUND"),  and Darby-BBVA Latin
American  Private  Equity  Fund  (Ontario),  L.P.,  an Ontario,  Canada  limited
partnership  (the  "CANADIAN  FUND",  and  together  with the Cayman  Fund,  the
"FUNDS"). The Agreement would be in such form as is determined by Darby Overseas
Partners, L.P., a Delaware limited partnership ("DOP") and the Management Shares
would be subject to any restrictions,  limitations or obligations  arising under
the Restated  Articles of  Association  of the Company dated June 11, 2002.  The
Agreement  would  contain the  principal  terms set forth  herein and such other
terms  and  provisions  as  generally  shall  be  applicable  to  recipients  of
Management   Shares  who  are  employees  of  DOIL  and  its   affiliates   (the
"RECIPIENTS").

     1. DEFINED TERMS.  The Company,  in its capacity as general  partner of the
Cayman Fund, has the right to receive certain distributions  pursuant to Section
4.09(a)(iii) and the final clause of Section  4.09(a)(iv)  (providing for 20% of
the remaining  amount) of the Second  Amended and Restated  Limited  Partnership
Agreement  of the  Cayman  Fund  dated  as of  January  17,  2003  (the  "CAYMAN
PARTNERSHIP AGREEMENT"),  and in its capacity as general partner of the Canadian
Fund,  has the  right to  receive  certain  distributions  pursuant  to  Section
4.9(a)(iii) and the final clause of Section 4.9(a)(iv) (providing for 20% of the
remaining  amount) of the Limited  Partnership  Agreement of the  Canadian  Fund
dated as of March 20, 2003 (the  "CANADIAN  PARTNERSHIP  AGREEMENT" and together
with the Cayman Partnership Agreement, the "PARTNERSHIP  AGREEMENTS") (the right
to such distributions  being referred to herein,  collectively,  as the "CARRIED
INTEREST"). (A one-twentieth (1/20) share of the Carried Interest is referred to
herein as a  "CARRIED  INTEREST  POINT".)  Under  Section  4.01(i) of the Cayman
Partnership Agreement and Section 4.1(i) of the Canadian Partnership  Agreement,
under   certain   circumstances,   the  Company  is  required  to  make  capital
contributions  to each Fund relating to the Carried  Interest  (such  obligation
being referred to herein as the "CARRIED INTEREST CLAWBACK OBLIGATION").

     2. VESTING.  Management Shares shall vest 20% per year (on each anniversary
of the initial  grant date) over a five year period with the initial  grant date
as set forth in the  letter  referred  to in  Section  5.23(p)  of the  Purchase
Agreement,  dated as of August 1, 2003, by and among Franklin  Resources,  Inc.,
Darby Holdings, Inc. and the Darby parties named therein. If the employment of a
Recipient  with DOIL and its  affiliates  is  terminated  for any  reason by the
Recipient  or by  DOIL  or any of  its  affiliates  ( any  such  termination  of
employment  being  referred to herein as a  "TERMINATION"),  the portion of such
Recipient's  Management Shares that has not vested as of the date of Termination
shall be forfeited  and revert to the Company and such  Recipient  shall have

<PAGE>

no right or interest therein; PROVIDED, HOWEVER, that if the Termination is as a
result of death or permanent  disability,  100% of such  Recipient 's Management
Shares shall become vested upon  Termination.  There shall be no partial vesting
for periods of time between annual vesting dates.

     3. PAYMENTS IN RESPECT OF CARRIED  INTEREST.  The  Agreement  shall provide
that payments in respect of Management Shares shall be made as follows:

          a. UNVESTED PORTION. The entire amount of distributions that otherwise
     would be paid to a Recipient in respect of unvested Management Shares shall
     be retained by the Company and credited to an account (a "VESTING ACCOUNT")
     created for such purpose.  An amount credited to a Vesting Account shall be
     released  from such  account upon the vesting of the  Management  Shares in
     respect  of which such  amount was  credited.  Any amount  released  from a
     Vesting Account first shall be applied to repay any outstanding tax advance
     previously  made in respect of such amount and the balance shall be treated
     as would a distribution  in respect of vested Carried  Interest  Points and
     shall be applied in accordance with subparagraphs (b)(I) and (II) below.

          b. VESTED PORTION.

          Payments  in  respect  of vested  Management  Shares  shall be made as
     follows:

          I.  CLAWBACK  ACCOUNT  Thirty  percent  (30%) of the amount  otherwise
     payable to a Recipient in respect of vested  Management Shares (or released
     from such Recipient's  Vesting Account) shall be retained by the Company in
     an account (the "CARRIED INTEREST  CLAWBACK  ACCOUNT") as security for such
     Recipient's  obligation to satisfy his or her share of the Carried Interest
     Clawback Obligation.

          II. CARRIED INTEREST PAYMENTS.  The remaining seventy percent (70%) of
     any distribution in respect of vested Management Shares (or released from a
     Recipient's Vesting Account) shall be paid to such Recipient.

     Upon  Termination,  after  application of the foregoing vesting and payment
provisions,  Recipients  shall  forfeit any and all rights to receive the amount
then remaining in their  respective  Vesting  Accounts and shall have no further
interest in such accounts.

     4.  CLAWBACK.   A  Recipient's  share  of  the  Carried  Interest  Clawback
Obligation  shall be  determined as provided in the Agreement and shall be based
on the relative amount of Carried Interest  distributable to such Recipient.  In
connection  with the  dissolution  of the Fund,  the  amount in a  Recipient  's
Carried  Interest  Clawback Account shall be used to satisfy his or her share of
the Carried Interest Clawback  Obligation.  The amount,  if any,  remaining in a
Recipient's  Carried Interest Clawback Account after  satisfaction of his or her
share  of the  Carried  Interest  Clawback  Obligation  shall  be  paid  to such
Recipient.  To the extent that the amount in a Carried Interest Clawback Account

<PAGE>

is  insufficient  to  satisfy  the  Recipient's  share of the  Carried  Interest
Clawback  Obligation,   such  Recipient  shall  be  personally  liable  for  the
deficiency.

     5. TAX ADVANCES.  To the extent that amounts are credited to a Recipient 's
Vesting  Account,  the Company shall make  non-interest  bearing tax advances to
such  Recipient;  PROVIDED,  HOWEVER,  that the  outstanding  amount of such tax
advances at no time shall exceed the amount in the Vesting  Account.  The amount
of tax  advances to be made shall be an  estimate of the amount of income  taxes
payable by a Recipient  attributable  to the taxable  income  allocated  to such
Recipient in respect of unvested  Management Shares. Such estimate shall be made
by  the  Company  in  its  reasonable  discretion  in  such  manner  as is to be
determined in the Agreement. Any tax advances outstanding upon Termination shall
be payable on demand.  After  Termination,  the  Company  may apply any  amounts
otherwise distributable to repay any outstanding tax advances.

     6.  TAX  DISCLOSURE.  Appropriate  tax  disclosure  shall  be  made  in the
Agreement.

     7. LIABILITY FOR TAXES.  Each Recipient shall  acknowledge in the Agreement
that any tax liability  relating to receipt of  Management  Shares is his or her
responsibility  and he or she  shall  indemnify  and hold the  Company  harmless
therefrom.

     8.  TRANSFERABILITY.  Management Shares shall be nontransferable other than
as to be provided in the Management Share Agreement.

     9.  EXCLUSIVE  RIGHT TO CARRIED  INTEREST.  Except for the rights  provided
pursuant  to the  Agreement,  Recipients  shall  acknowledge  they have no other
rights in respect  of  Management  Shares,  Carried  Interest  Points or Carried
Interest.

     10.  STRUCTURE.  The  structure  of the share of Carried  Interest  will be
subject to change by the Company; PROVIDED,  HOWEVER, that any such change shall
not  materially   adversely  affect  the  economic   benefits  (other  than  tax
consequences) provided thereunder without the Recipient's consent.




</TEXT>
</DOCUMENT>
