International Capital Holding Corp. and Subsidiaries - Page 15




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               Effective August 1, 1996, Mr. Rahn, as Norcom's president,             
          and Mr. Espy, as Quest's Chief Operating Officer, executed a                
          second consulting agreement (the 1996 consulting agreement).  In            
          the 1996 consulting agreement, Norcom stated that it desired                
          Quest to provide "management, banking, and marketing services in            
          connection with the operation of * * * [Norcom's] business, bank            
          relationship, vendor relationships and customer relationships".             
               The 1996 agreement provided that, for 5 years, Quest would             
          provide the following services to Norcom:                                   
                    a) Reporting and Financial Planning Services -                    
                    Assistance and review of all reports required                     
                    pursuant to loan agreements and other financing                   
                    arrangements to which * * * [Norcom] is a party;                  
                    review, renegotiate and extend the lines of credit                
                    made abailable [sic] by its lending institution;                  
                    review of financial statements, annual budgets,                   
                    projections, insurance reports, and other                         
                    financial reports necessary for the operation of *                
                    * * [Norcom's] business.                                          
                    b)  Consulting Services - Consulting and advisory                 
                    services in regard to international marketing,                    
                    strategic planning, systems, technical operations                 
                    and such other matters as * * * [Norcom] deems                    
                    reasonably necessary for the conduct of its                       
                    business.                                                         
                    c)  Equipment - Assistance in determining lease                   
                    versus buy decisions on new equipment; negotiate                  
                    bank financing on new equipment purchases and                     
                    provide overall consultation as to the                            
                    cost/benefit relationship of acquiring said                       
                    equipment.                                                        











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