<PAGE>   5
paid one-half by the Purchaser upon presentment to the Purchaser of
documentation substantiating such expenses satisfactory to the Purchaser and
one-half by the Sellers upon presentment to the Sellers of documentation
substantiating such expenses satisfactory to the Sellers.

                 Section 6.  Limitation of Liability.
                             -----------------------

                          (a)     It is understood and agreed that you will
have no duties or responsibilities other than those set forth herein and will:

                                  (i)  Be under no duty to accept Escrow
                                  Documents from anyone other than the Sellers
                                  or Purchaser (or their agents) or to give any
                                  receipt therefor except to the Sellers.

                                  (ii)  Be protected in acting upon any notice,
                                  request, certificate, approval, consent or
                                  other paper reasonably believed by you to be
                                  genuine, signed by the proper party or
                                  parties and in accordance with the terms of
                                  this Agreement and may, without limiting the
                                  generality of the foregoing, disregard any
                                  and all notices and warnings given by any
                                  other person, excepting only orders,
                                  judgments or decrees of any court (with which
                                  you are hereby authorized to comply)
                                  notwithstanding that any such order,
                                  judgment, or decree is subsequently reversed,
                                  modified, annulled, set aside or vacated, or
                                  found to have been entered without
                                  jurisdiction.

                                  (iii)  Be deemed conclusively to have given
                                  and delivered any notice, request, claim,
                                  demand or other communication hereunder if
                                  the same is in writing and is given (and,
                                  except as otherwise provided in this
                                  Agreement, shall be deemed to have been duly
                                  delivered if so given) if delivered in person
                                  or sent by registered or certified mail
                                  (postage prepaid, return receipt requested)
                                  to the respective parties as follows:

                                           If to the Purchaser:

                                                   Malcolm I. Glazer
                                                   1482 South Ocean Boulevard
                                                   Palm Beach, Florida   33480





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