International Capital Holding Corp. and Subsidiaries - Page 13




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               The 1994 consulting agreement had the following integration            
          clause:                                                                     
               Entire Agreement, Amendments and Modification.  This                   
               Agreement supersedes in the entirety any and all prior                 
               agreements or arrangements between the parties with respect            
               to the subject matter hereof, and this Agreement may not be            
               amended or modified in any respect other than by a writing             
               that references this Agreement, is signed by the party                 
               against whom the amendment or modification is sought to be             
               enforced.                                                              
               The 1994 agreement was later revised to include the                    
          following clause:                                                           
               (b) Other Fees.  From time to time, additional                         
               compensation will be paid to * * * [Quest] based upon                  
               the extent of involvement in and services provided to                  
               NORCOM at the discretion of the Board of Directors.                    
               In September 1995, Mr. Espy proposed to Mr. Rahn that Norcom           
          make a payment to Quest that would be in addition to the monthly            
          consulting fee of $5,208.33.  Messrs. Espy and Rahn agreed that             
          Norcom would pay Quest $1 million for services Quest had                    
          previously provided to Norcom.  Later, Messrs. Rahn and Espy                
          approached Mr. Arnold to obtain his approval of the payment,                
          which he granted.  Before the payment could be made, Norcom and             
          Quest had to ensure that any payment to Quest would not violate             
          any terms of its loan agreement with LaSalle.  In the fall of               
          1995, Messrs. Arnold and Espy sought LaSalle’s consent to the               
          proposed payment.  LaSalle granted its consent for Norcom to make           
          the payments to Quest as compensation for services provided by              
          Quest.                                                                      






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