Medieval Attractions N.V - Page 15

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          management agreement must emphasize that the services provided in           
          the management agreement extend beyond the normal stewardship               
          functions that the shareholders may exercise.  The management               
          services that Forsyth suggested included providing detailed                 
          advice on accounting and administration, financing, and personnel           
          selection.  Forsyth recommended a fee of 10 to 15 percent for the           
          franchise agreement and 2 percent for the management agreement.             
               C&L received unsigned copies of agreements dated January 20,           
          1983, and February 1, 1983, for the first time on December 12,              
          1986, a month after Santandreu received Forsyth’s letter.  The              
          January 20, 1983, document stated that TM was to take "exclusive            
          charge of technical assistance, not management," and to                     
          contribute the use of the name, trademark, handbook, or formula;            
          experience with respect to choreography, lights, sound, and the             
          making and maintaining of costumes and wardrobes; and quality               
          control.  TM was to receive as compensation 10 percent of MTNV’s            
          gross production.                                                           
               The February 1, 1983, agreement stated that Eurotor was to             
          contribute experience in the management of companies, including             
          finance, administration, and personnel.  The other documents                
          received by C&L on December 12, 1986, included management                   
          agreements between Eurotor and MANV and Eurotor and MTNV dated              
          February 1, 1986, and August 1, 1986, respectively.  These                  
          agreements also contained language identical to Forsyth’s                   






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