Tracy P. Streber, F.K.A. Tracy C. Parker, et al. - Page 10

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          Thoner were each to have a 50-percent interest in profits and               
          losses of the joint venture.  Thoner thought of Parker, rather              
          than Bradish, as his partner in the joint venture.  Parker had              
          told Thoner that his children had some interest in the deal                 
          Parker and Thoner were negotiating.                                         
               By a writing dated January 8, 1980, directed to Betty (the             
          January 8 writing), Bradish described certain aspects of his                
          participation in the potential joint venture between Thoner and             
          Parker (the potential joint venture).  The text of the January 8            
          writing was dictated by Bradish to Mrs. Bradish in the presence             
          of Parker and Mrs. Betty Parker.  In full, the January 8 writing            
          is as follows:                                                              
               Dear Betty Parker:                                                     
               This is to confirm that J. Robert Bradish holds in                     
               trust for Tracey [sic] Parker and Terry Parker 80% of                  
               the 50% Venture interest (i.e. 40% of the Venture)                     
               which is being negotiated between Jack Thoner and                      
               J. Robert Bradish.                                                     
               In the event J. Robert Bradish dies prior to                           
               termination of the Venture, the trustee will be Larry                  
               Parker or a person selected by him.                                    
               The trust and J. Robert Bradish are obligated to pay                   
               Larry Parker a $2,500,000.00 fee upon successful                       
               conclusion of his negotiations with Jack Thoner.  The                  
               fee is paid as follows:                                                
                    1.  The net cash proceeds upon close of escrow                    
               from J. Robert Bradish to the Venture.                                 
                    2.  Balance, if any, from the first proceeds due                  
               J. Robert Bradish and the trust.                                       
          Consented to and approved:                                                  

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