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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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