J.J. Zand - Page 261

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               According to this older letter, new agreements making this             
               change were sent with the letter; however, I am unable to              
               locate them here.                                                      
               Rather than getting into piecemeal amendments, it would be             
               more practical to do it all at once.  I do feel that our               
               earlier letter was correct in that our dealer is actually              
               Diesel Power Trading, rather than Caspian Trading.  Would              
               you please check this out and confirm to us that we should             
               make out new agreements listing Diesel Power Trading.                  
          At the bottom of this letter, there is a handwritten note in blue           
          pen:  "Mr. Zand: should new agreement be in name of Diesel PTC?"            
          and another handwritten note in red pen indicating "Yes".  In               
          April 1975, Mrs. Meier asked Pioneer to send a letter addressed             
          to "to whom it may concern", stating that "Diesel Power Company,            
          Teheran, Iran, is your authorized and exclusive distributor in              
          Iran."  She explained in her letter that Mr. Khalatbari had                 
          informed her that "this is required for purposes of prequalifying           
          Pioneer on some forthcoming inquiries being issued by various               
          governmental departments."  On April 25, 1975, a letter from                
          Pioneer responded to Mrs. Meier's request as follows:  "By means            
          of this letter we confirm that our authorized and exclusive                 
          distributor in Iran is Diesel Power Company."  The distributor              
          agreement between CTC and Pioneer was never amended to replace              
          CTC with Diesel Power as the authorized distributor.                        
               By letter dated July 14, 1978, Pioneer terminated its                  
          distributor agreement with CTC.  Petitioner received and accepted           
          the termination on behalf of CTC on July 17, 1978.  In his                  






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