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EXHIBIT 99(d)(4)
FIRST AMENDMENT TO FINANCIAL ADVISORY AGREEMENT
This First Amendment to Financial Advisory Agreement (this "Amendment")
is made and entered into as of August 1, 2000, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
("▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Advisor") and CRI Acquisition, Inc.
("CRI Acquisition").
1. Reference is hereby made to the Financial Advisory Agreement dated
June 30, 2000 by and between ▇▇▇▇▇ and Advisor, concerning the acquisition of
Computer Research, Inc. (the "Advisory Agreement").
2. The Advisory Agreement is hereby amended to include CRI Acquisition
as a party and for all purposes thereunder, the term "Client" shall mean ▇▇▇▇▇▇
▇. ▇▇▇▇▇ and CRI Acquisition, jointly and severally.
3. The Advisor agrees, that in any jurisdiction, if any, and only in
such jurisdiction, where securities, blue sky or other laws require the Clients'
Offer to Purchase tender offer statement to be made by a licensed broker or
dealer, the Offer to Purchase shall be deemed to be delivered on behalf of
Client by Advisor. Advisor shall not be requested by Client to make, nor shall
Advisor make any recommendation or solicitation in connection with the tender
offer.
4. The Client agrees that the activities of the Advisor set forth in
paragraph 3 of this Amendment shall be deemed for all purposes to be activities
under the Advisory Agreement, and subject to each of the provisions thereof,
including those involving confidentiality and indemnification.
5. The Advisory Agreement, as amended by this First Amendment, shall
continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
CRI ACQUISITION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Vice President
