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              Burt [Kanter] and I have gotten our thoughts together                    
              and reviewed all of our records regarding the time that                  
              we have spent from inception of our conversations                        
              through October 31, 1984.                                                
              The enclosed bill for $6,000 represents the dollar                       
              reflection of the time involved.  We have addressed                      
              this bill to City & Suburban Distributors, Inc. and I                    
              presume that this is the correct entity.                                 
              If for some reason you would prefer this charge billed                   
              to a different company, please let me know.                              
                                                                                      
              The referenced bill indicates that the $6,000 charge was for             
         special tax and consulting services.  A second letter to                      
         Geocaris, dated December 26, 1984, describes the work performed               
         as overall financial planning, consideration of leveraged debt                
         financing, considerations and evaluation of debt financing                    
         coupled with additional equity, review and identification of                  
         sources of bank financing, conference with lenders, review                    
         identification of potential equity sources, and various meetings              
         and updates with Angelo and John Geocaris.                                    
              Century Industries issued an invoice dated February 24,                  
         1986, to Bayshore Marina, Ltd., for $50,000 for various                       
         consulting services rendered from 1983 through 1985.                          
              From 1983 through 1986, Kanter and Weisgal received the                  
         following guaranteed payments from Century Industries:                        
                   Year         Kanter          Weisgal                                
                        1983         $2,000          $2,000                            
                        1984         12,000            --                              
                        1985          7,500            --                              
                        1986          6,000           6,000                            
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