J.J. Zand - Page 234

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               In reply to your letter * * * , please be advised that the             
               firm of Diesel Power Trading Company of Teheran mentioned in           
               your letter are not our representatives in respect of                  
               transactions for Diesel electric locomotives and the                   
               relative spare parts that we conduct with you, sell you or             
               ship to you.                                                           
          GM sent a response containing very similar language to the                  
          Iranian State Railways shortly thereafter.  In a subsequent                 
          letter to CTC dated October 30, 1973, Diana Khalatbari (then                
          Diana Zand) stated as follows:                                              
               More and more, we are concluding transactions with                     
               government agencies.  Before obtaining letters of credit,              
               all government agencies require a statement from the                   
               manufacturers legalized by the Iranian Consulate certifying            
               that we are their authorized sole distributors.  * * * .               
               Please ask the following companies to prepare such a                   
               statement * * * .                                                      
               1.  General Motors                                                     
               2.  Ingersoll-Rand                                                     
               3.  Galion                                                             
               4.  Clark Equipment Company (both ITD and CMD)                         
               5.  P&H                                                                
               The 3-percent sales commission rate in the 1969 GM-Caspian             
          agreement was modified twice during 1974 to 3-3/4 percent and 4             
          percent in connection with the sale of additional locomotives.              
          Both modification letters were accepted by petitioner on behalf             
          of CTC.                                                                     
               During 1976 even after he relinquished a portion of his                
          Diesel Power stock, petitioner continued to represent to GM that            
          he had control over Diesel Power.  In February petitioner wrote a           
          letter to GM stating:                                                       






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