Nicole Rose Corp., formerly Quintron Corporation - Page 3


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               In 1992, Quintron Corp. (Quintron), a Virginia corporation,            
          entered into negotiations with Loral Aerospace Corp. (Loral), a             
          Delaware corporation, for the sale to Loral of Quintron stock or            
          for the sale to Loral of Quintron’s assets.                                 
               Quintron was engaged in the design, manufacture, sale, and             
          service of aircraft flight simulators and other electronic                  
          equipment.  Loral was a major defense contractor and was engaged            
          in the design, manufacture, sale, and service of communications             
          and satellite equipment.                                                    
               Representatives of Quintron wanted Loral to purchase from              
          Quintron’s shareholders their stock in Quintron.  Representatives           
          of Loral wanted Loral to purchase the assets of Quintron.                   
               In 1993, representatives of Intercontinental Pacific Group,            
          Inc. (IPG), a California corporation and the parent corporation             
          of QTN Acquisition, Inc. (QTN), suggested that, with IPG’s and              
          QTN’s participation as a type of intermediary or facilitator in             
          the transaction, the stock in Quintron could be sold, and Loral             
          could purchase Quintron’s assets.  The controlling shareholder of           
          IPG was Douglas Wolf (Wolf).1                                               
               After further negotiations, in September of 1993, QTN, until           
          that point in time a dormant shell corporation and a subsidiary             
          of IPG, purchased from the shareholders of Quintron for                     
          $23,369,125 in cash their stock in Quintron.  QTN financed this             
          stock purchase through a bank loan.                                         



          1    Wolf was a lawyer and organized IPG to purchase and sell               
          leased equipment.                                                           



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