J.J. Zand - Page 232

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               Neither this agreement nor any right or obligation hereunder           
               nor the payment of any commission that Representative may              
               hereafter accrue hereunder shall be transferable or                    
               assignable by Representative, or any assignee hereof,                  
               without GM's prior written approval.                                   
          This document was signed by petitioner on June 16, 1969, and thus           
          became what we refer to hereafter as the 1969 GM-Caspian                    
          agreement.  On May 8, 1969, GM entered into a separate agreement            
          with Diesel Power whereby Diesel Power agreed to act as a                   
          distributor of GM Detroit Diesel engines in Iran.  This agreement           
          was signed by petitioner as "Chairman" of Diesel Power.                     
               There was considerable correspondence between petitioner or            
          CTC employees and GM over the next several years concerning such            
          matters as where to send notices, various orders, and where                 
          commissions should be sent and in what amount.  CTC also                    
          requested that Diesel Power furnish CTC with invoices for orders.           
          Petitioner periodically provided GM with reviews of his                     
          negotiations on behalf of GM, and in a 1975 letter to GM                    
          reviewing the history of his relationship with GM, indicated that           
          this relationship involved petitioner individually as well as his           
          "associates".  Petitioner kept track of all commissions received            
          from GM.                                                                    
               Diesel Power also had direct contact with GM.  For example,            
          a GM employee dealt with Mr. Khalatbari in the contract                     
          negotiations for the sale of 51 locomotives to the Iranian                  
          Government.  This same employee also dealt with Mr. Khalatbari in           





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