Investment Research Associates - Page 257




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              1.  Fees                                                                 
              a)   Century will be guaranteed payment of $100,000 to                   
                   be paid over a period of 18 months from January 1,                  
                   1984; specifically, $25,000 to initiate the                         
                   engagement (already received), $25,000 90 days                      
                   thereafter (already received), and the balance to                   
                   be paid in equal monthly increments over the 12                     
                   months commencing July 1, 1984.                                     
              b)   In addition, Century will maintain records of the                   
                   billings and time allocated so that if it "runs                     
                   over" within the first 12 months, based on usual                    
                   hourly rates, Century will be paid the difference                   
                   as billed.                                                          
              Whenever possible Century will apply its fees to                         
              individual offerings of finance, so as to spread the                     
              burden to various projects.                                              
              2.  Equity                                                               
              a)   Century will vest to an amount of share equivalent                  
                   to 7.5% of the outstanding common stock of Satcorp                  
                   as computed on December 8, 1983 to be issued * * *                  
                   [during 1984 and 1985].                                             
              b)   It is to be understood that in the event of death                   
                   or permanent disability of either Burton Kanter or                  
                   Solomon Weisgal, at Satcorps [sic] option it may                    
                   request that the aforementioned shares be                           
                   redelivered and exchanged for non-voting shares                     
                   representing in all other respects the same equity                  
                   interest as represented prior to the exchange.                      
                   The purpose of this option is to accommodate                        
                   Century's desire to maintain a continuing equity                    
                   interest without being subject to redemption or                     
                   other call, but at the same time to be certain                      
                   that Satcorp is completely comfortable with those                   
                   persons or entities who may succeed to the                          
                   stockholdings in those circumstances mentioned.                     
              In a letter dated November 20, 1984, to John Geocaris, City              
         & Suburban Distributors, Inc., written by Weisgal on Century                  
         Industries letterhead, Weisgal stated:                                        






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