Investment Research Associates - Page 256




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         Kanter and Weisgal performed the analyses for which payments were             
         made to Century Industries.                                                   
              On February 1, 1984, Century Industries billed Satcorp                   
         $100,000 for consultation, analysis, and recommendations                      
         regarding the financing and structuring of investment                         
         opportunities, specifically the structuring of a limited                      
         partnership and the sale of units in the partnership.  A letter               
         agreement dated September 12, 1984, sets forth the purpose of the             
         payments made by Satcorp to Century Industries.  The letter                   
         agreement provides:                                                           
              This letter will briefly outline the relationship                        
              between [sic] Satcorp, Inc. ("Satcorp") and Century                      
              Industries, Ltd. ("Century") so as to encompass Burton                   
              Kanter and Solomon Weisgal serving as so-called                          
              "financial engineers" for Satcorp and its existing                       
              operating companies and other projects it may                            
              undertake.  The scope of involvement will be                             
              principally planning and structuring of transactions                     
              for financings for Satcorp, its operating companies and                  
              its future projects.  It is intended that Century will                   
              consider participating in the actual process of raising                  
              financings, subject to fee arrangements to be agreed                     
              upon in connection therewith, but will not be routinely                  
              responsible for any such activities.                                     
              To accommodate the foregoing and the overall                             
              relationship as it has been discussed, Century will                      
              bill fees in addition to those outlined below for                        
              services performed in connection with specific                           
              ventures, provided all conflicts are disclosed and the                   
              decision with respect to building in such fees has                       
              carefully and conscientiously [sic] taken into account                   
              any impact on successful fund raising.                                   
              The specific current engagement will be compensated as                   
              follows:                                                                 







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