International Capital Holding Corp. and Subsidiaries - Page 10




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               In addition to his oversight of Norcom’s operations, Mr.               
          McColl made two important hiring decisions at Norcom.  First, in            
          August 1992 he hired Richard Cross III to be Norcom’s interim,              
          part-time president.  Thereafter, Messrs. McColl and Cross worked           
          together as coleaders of Norcom.  Mr. Cross worked 2.5 days per             
          week, while Mr. McColl worked full time at Norcom.                          
          Responsibility for operational, sales, and marketing issues fell            
          primarily on Mr. Cross, while Mr. McColl focused on the financial           
          management of Norcom.  Mr. Cross continued to be Norcom’s                   
          president until April 1993.  At that time, Mr. Cross assumed the            
          title of CEO, which he held until December of 1993.  Norcom paid            
          $459,340 for 17 months of work by Mr. Cross.                                
               In April 1993, Mr. McColl hired Hal Rahn to replace Mr.                
          Cross as Norcom’s president.  Mr. Rahn continued to serve in that           
          capacity through 1996.  Like Mr. Cross, Mr. Rahn focused on                 
          operational, sales, and marketing issues at Norcom.  High-level             
          financial and investment issues continued to be handled by Mr.              
          McColl and others at Quest.  Norcom compensated Mr. Rahn for his            
          services.                                                                   
               In 1993 Mr. McColl also elevated Mr. Zelazny to vice                   
          president of finance.  Although Mr. Zelazny was given an                    
          additional title in 1993, his duties continued to be primarily              
          that of a controller.  Norcom has not employed any senior level             
          officers with significant financial expertise or experience after           






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