International Capital Holding Corp. and Subsidiaries - Page 8




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               Mr. Zelazny has been Norcom’s controller since 1987.  His              
          responsibilities included, among other things, oversight of                 
          Norcom’s day-to-day cash management, preparation of monthly and             
          annual financial statements, and dealings with Norcom’s                     
          accountants.   Although Mr. Zelazny was involved in dealings with           
          Norcom’s lenders, for the most part he was not responsible for              
          finding potential lenders, negotiating agreements with the                  
          lenders, finding additional sources of equity financing, or                 
          fulfilling other functions typically assigned to a CFO.                     
               Quest’s involvement with Norcom before Mr. Lombardi’s                  
          resignation in April 1992 was limited.  Quest employees were                
          involved in acquiring Norcom; seeking additional equity                     
          financing; obtaining debt financing; renegotiating loan                     
          agreements, including both the Bank South and LaSalle lines of              
          credit; and overseeing Norcom’s operations, including its real              
          estate and long-term growth plan.  These Quest services were                
          largely provided by Mr. Arnold, Robert Wright, John McColl, and             
          their support staffs.                                                       
               When these services were provided by Quest, there was no               
          written agreement requiring Norcom to compensate Quest.  While              
          only Mr. Arnold testified as to the existence of an oral                    
          agreement between Quest and Norcom, numerous Quest employees                
          testified that Norcom was not paying Quest because at that time             
          payments were not permitted by Norcom’s lenders.  In fact, no               






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