International Capital Holding Corp. and Subsidiaries - Page 4




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          financial, investment, and strategic management services to his             
          portfolio of companies.3                                                    
          3.   Quest                                                                  
               Quest is a private investment management company.  Since its           
          incorporation, Mr. Arnold has been Quest’s sole shareholder and             
          president.  Mr. Arnold has been a member of Quest’s board of                
          directors since October 1990, and its sole member since December            
          1993.  Quest is not a member of petitioners’ affiliated group.              
               Quest employs people who are specially trained in                      
          accounting, finance, management, or law.  From 1987 through 1996,           
          Quest employed at least two attorneys, numerous C.P.A.s, and many           
          individuals with MBA degrees.  Quest’s primary purpose is to                
          provide financial and investment advice to Mr. Arnold and his               
          portfolio of companies, including Norcom.  For example, Quest was           
          actively involved in the equity and debt financing of the                   
          portfolio companies and annually reviewed 30 to 40 potential                
          acquisitions for Mr. Arnold or one of his controlled companies,             
          including Norcom.                                                           
          4.   The Acquisition of Norcom                                              
               When NCAC acquired Norcom in 1987, Norcom had incurred                 
          numerous years of operating losses.  The leveraged acquisition of           
          Norcom was accomplished largely through an $18 million line of              


               3  Prior to June 1989, Quest operated as a sole                        
          proprietorship owned by Mr. Arnold.                                         





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