International Capital Holding Corp. and Subsidiaries - Page 11




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          Mr. Lombardi resigned in 1992.  Instead, Norcom looked to Quest             
          to carry out the duties of a CFO.                                           
               Since acquiring Norcom in 1987, Mr. Arnold has assigned a              
          high-ranking Quest employee with expertise in financial and                 
          investment issues to oversee the financial management of Norcom.            
          Initially, Robert Wright provided such oversight.  On or about              
          the time of Mr. Lombardi’s resignation in 1992, Mr. McColl served           
          this role, and Quest substantially increased the services it                
          provided to Norcom.  In 1994, Robert Espy became the Quest                  
          officer responsible for management of Norcom’s finances.  During            
          1995 and 1996, Mr. Espy and his staff were actively involved in             
          Norcom’s financial management.                                              
               The services Quest provided to Norcom from 1987 through 1996           
          were mostly financial and investment advice.  These included                
          consulting on Norcom’s bank loans, financing of equipment,                  
          leases, acquisition and sale of real property, and development of           
          business plans.  Quest played a critical role in negotiating                
          Norcom’s consolidation of its operations from four facilities               
          down to a single, larger plant, which was accompanied with a                
          sale/leaseback of the new plant.  Quest personnel also reviewed             
          Norcom’s monthly and annual financial statements, as would a CFO.           
          Quest hired at least two high ranking Norcom officers: Mr. Cross            
          as president in 1992 and Mr. Rahn as president in 1993.  Quest              
          personnel typically were not involved in the day-to-day                     






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