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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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