Investment Research Associates - Page 580




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               concurrence that said Company will pay to me one (1%)                  
               percent based on the gross amount of the contract price                
               of any such construction job.  It is our understanding                 
               that you will receive payment ordinarily over a period                 
               of time depending on draws under the construction job.                 
               Accordingly, you will expect to receive payment only as                
               I am paid.                                                             
                    It is further understood that the foregoing                       
               pertains only to negotiated contract situations and                    
               should any bid situation arise, the amount of your                     
               participation will be negotiable.                                      
               Schaffel also entered into a finder's fee arrangement with             
          William Walters (Walters), a real estate developer in Denver,               
          Colorado, similar to the one with Torcivia, and agreed to share             
          those fees with IRA.                                                        
          1.   Schaffel/Prudential Transactions                                       
               As a result of his introduction to Lisle and Ballard,                  
          Schaffel began doing millions of dollars' worth of business with            
          Prudential.  These business dealings included construction                  
          contracts that he helped obtain for Torcon and financing for a              
          number of large commercial real properties being developed by               
          Walters, as well as transactions involving others.                          
               The first transaction Schaffel negotiated with Prudential              
          was the sale of the IBM headquarters building in Lexington,                 
          Kentucky.  The property was brought to Schaffel's attention by              
          Transatlantic Consultants (Transatlantic), the company brokering            
          the sale.  Schaffel introduced the Transatlantic representative             
          to Ballard.  After the initial meeting with Ballard,                        
          Transatlantic dealt with Prudential's local office in Kentucky.             





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