Investment Research Associates - Page 583




                                       - 76 -                                         
               In a letter dated August 28, 1984, to Schaffel, Kanter                 
          stated:                                                                     
               I am bothered by your failure to respect what I would                  
               have considered the essential intent of the agreement                  
               you entered into vis-a-vis the introduction of you to                  
               Prudential and the arrangement under which you would                   
               share the benefits of that introduction in connection                  
               with real estate transactions from which you were able                 
               to earn commissions, as well as the other construction                 
               contracts won by Ben [Torcivia].                                       
                    I appreciate that there may be some technical                     
               difficulty with the previous agreements as to whether                  
               they extend in the new circumstances to Travelers.                     
               However, in my view Travelers has replaced Prudential                  
               as a principal source of transactions because of the                   
               very personnel to whom you were first introduced.                      
               Accordingly, I am inclined to believe that the                         
               arrangement should have been continued.                                
               Lisle and Schaffel discussed the dispute between Schaffel              
          and Kanter.  Lisle feared a lawsuit might result, and because               
          such a lawsuit might cause some embarrassment for Lisle at                  
          Travelers, he urged Schaffel to settle the dispute.                         
               Schaffel agreed to resume paying 50 percent of his fees on             
          business deals with Travelers.  Those fees, however, were paid to           
          Holding Co. rather than IRA.                                                
               For some of the Walters projects brokered by Schaffel,                 
          Travelers entered into joint venture agreements with Walters'               
          company pursuant to which Walters' company contributed the                  
          property and Travelers provided the financing.  Travelers entered           
          into joint ventures with Walters' company for the permanent                 
          financing of Stanford Place II (Travelers provided $15 million              






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